Rodney Windley
About Rodney D. Windley
Rodney D. Windley (age 77) serves as Chairman of Aveanna Healthcare Holdings and has been on the board since Aveanna’s formation in 2017; he previously founded Healthfield (1986–2006), served as executive chairman of Gentiva Health Services (2013–2014, director since 2006), and executive chairman of PSA Healthcare (2015–2017). He holds a B.A. in accounting and finance from the University of West Florida; Aveanna separates the roles of Chairman (Windley) and CEO (Shaner), with Windley presiding over board meetings and focusing director attention on critical matters.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Healthfield | Founder, Chairman & CEO | 1986–2006 | Built and led home health platform until acquisition; established industry operator credibility |
| Gentiva Health Services, Inc. | Executive Chairman; Director | Exec Chair: Feb 2013–Dec 2014; Director since Feb 2006 | Guided public company governance and strategy post-Healthfield acquisition |
| PSA Healthcare | Executive Chairman | Oct 2015–2017 | Led operations/governance pre-Aveanna formation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Prom Queen, LLC | Chairman | Not disclosed | Private real estate holding and restaurant development company |
| RDW Ventures, LLC | Chairman | Not disclosed | Private equity firm (Windley-affiliated) |
| Gulf Coast Yacht Group, LLC | Chairman | Not disclosed | Private yacht and sport fishing dealership |
Board Governance
- Board structure: 10 directors across staggered classes; Aveanna operates as a “controlled company” under Nasdaq as Bain Capital and J.H. Whitney affiliates hold >50% voting power.
- Leadership: Chairman (Windley) and CEO roles are separated; Windley presides over board meetings and supports strategy execution.
- Independence: Aveanna’s board has a majority of independent directors under Nasdaq rules; Windley is not independent.
- Committee assignments: Chair, Nominating & Corporate Governance Committee (members: Devin O’Reilly, Jeff Shaner, Robert M. Williams Jr., Windley); Aveanna uses the controlled company exemption for this committee (not all independent).
- Attendance: Board met 4 times in FY2024; each director attended ≥75% of board and committee meetings on which they served; independent directors meet in executive session regularly.
- Proxy authority: Windley and Shaner named as official proxy holders.
- Policies: No hedging/pledging permitted by directors; stock ownership guidelines require non-employee directors to hold stock equal to 4x annual retainer.
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Chairman annual cash retainer | 90,000 | Chairman-specific retainer (higher than other directors) |
| Nominating & Corporate Governance Committee Chair retainer | 12,000 | Chair fee (committee member fees are separate) |
| Total cash fees earned (Windley) | 102,000 | Equals $90,000 + $12,000 |
Performance Compensation
| Equity Component (FY2024) | Grant Date Value ($) | Vesting Terms | Performance Metrics |
|---|---|---|---|
| Annual RSU grant (Chairman) | 150,000 | 1-year cliff vest (director grants under 2021 Plan) | None disclosed for directors (time-based RSUs only) |
Director equity is time-based; Aveanna’s director limit caps annual value and grants are administered under the 2021 Plan. No director performance metrics (e.g., TSR hurdles) are disclosed.
Other Directorships & Interlocks
| Relationship | Detail | Governance Implication |
|---|---|---|
| Controlled Company | Sponsors (Bain Capital, J.H. Whitney) hold >50% voting power and nominate a majority of directors under the A&R Stockholders Agreement. | Sponsor influence over board composition and nominations is elevated. |
| Nominating Committee composition | Includes Windley (Chair), CEO (Shaner), Bain (O’Reilly), J.H. Whitney (Williams); Aveanna uses Nasdaq exemption so not all members are independent. | Potential interlocks and reduced independence in director nominations. |
| Waystar agreements | Related-party exposure disclosed with Waystar (Bain-affiliated), ~$0.4M paid in FY2024; no Windley-specific transaction disclosed. | Sponsor-related transaction oversight resides with Audit Committee. |
Expertise & Qualifications
- 40+ years in home health as founder/operator and public company executive chair; deep operating and financial experience in healthcare services.
- Education: B.A. in accounting and finance (University of West Florida).
- Board qualifications emphasize operational leadership and prior public company governance experience.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Rodney D. Windley | 3,915,704 | 2.0% | Includes 1,916,648 shares issuable upon exercise of options |
| Hedging/Pledging | Prohibited for directors under Securities Trading Policy | — | Policy restricts margin purchases and pledging; enhances alignment. |
| Director ownership guidelines | 4x annual retainer required | — | Compliance monitored by Compensation Committee (status not disclosed). |
Insider Trades
| Item | FY2024 |
|---|---|
| Section 16(a) filings | One Form 4 for Windley was inadvertently filed late (single transaction) |
Governance Assessment
-
Positives
- Separation of Chair/CEO roles; regular independent director executive sessions; prohibition on hedging/pledging; director ownership guidelines promote alignment.
- Transparent director compensation with modest cash retainers and time-based RSUs; Audit and Compensation Committees are fully independent.
- Stockholder say-on-pay passed “overwhelmingly” in 2024, indicating shareholder support for compensation programs.
-
Red Flags / Monitoring Items
- Controlled company structure with sponsor nomination rights; Windley is not independent and chairs Nominating, which includes non-independent members (CEO and sponsor designees). This reduces independence of director appointments and may entrench sponsor influence.
- Late Form 4 (administrative compliance issue) for Windley in 2024; minor but worth monitoring.
- Significant personal options embedded in beneficial ownership (1.92M options), which may bias toward equity-friendly policies; continued oversight via independent Compensation Committee mitigates risk.
Overall signal: Governance is functional with clear policies and committee independence in key areas (audit/compensation), but the controlled company exemption and a non-independent chair leading director nominations warrant ongoing scrutiny for potential conflicts or reduced board independence.