Sam Weil
About Sam Weil
Sam Weil is a 35-year-old Principal at Bain Capital’s North America Private Equity team focused on healthcare; he was appointed an independent Class II director of Aveanna Healthcare Holdings (AVAH) on November 13, 2025, and will serve on the Compensation Committee until the 2026 Annual Meeting [ir.aveanna.com/static-files/a09abdc3-181e-46c4-9873-f870d196f480]. He holds an MBA from Harvard Business School (Baker Scholar) and graduated summa cum laude with a BS in Economics from Duke University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain Capital (Private Equity) | Principal, Healthcare vertical | 2015–present | Healthcare services and life sciences investing |
| McKinsey & Company | Management Consultant (healthcare strategy/operations) | Prior to 2015 | Strategy and operations for healthcare clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Healthcare Private Equity Association (HCPEA) | Emerging/Young Leaders Council (profile) | Active | Sector network and thought leadership |
Board Governance
- Appointment and independence: Appointed Class II director on Nov 13, 2025; Board determined he is “independent” under SEC and Nasdaq standards; he will serve on the Compensation Committee [ir.aveanna.com/static-files/a09abdc3-181e-46c4-9873-f870d196f480].
- Controlled company context: AVAH is a “controlled company” under Nasdaq rules due to Bain Capital and J.H. Whitney affiliates owning >50% voting power; Sponsors have director designation rights via the A&R Stockholders Agreement .
- Committee structure (pre-appointment baseline): In 2025, committees included Audit (chair: Victor Ganzi), Compensation (chair: Devin O’Reilly), Nominating & Corporate Governance (chair: Rodney Windley), Clinical Quality (chair: Dr. Sheldon Retchin) .
- Attendance baseline: The Board held four meetings in FY2024; all directors attended at least 75% of Board and committee meetings; independent directors meet in executive session regularly .
Fixed Compensation
- Policy: Independent and non-employee directors generally receive cash retainers and RSUs; however, sponsor-affiliated directors do not receive compensation under AVAH’s director compensation policy .
- Weil’s status: As a non-employee director affiliated with Bain, Weil will not receive compensation under the current policy [ir.aveanna.com/static-files/a09abdc3-181e-46c4-9873-f870d196f480].
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $70,000 | Not paid to sponsor-affiliated directors |
| Chairman Retainer (cash) | $90,000 | Applies to Board Chair |
| Audit Committee: Chair/Members | $25,000 / $12,500 | Committee retainers |
| Compensation Committee: Chair/Members | $15,000 / $7,500 | Committee retainers |
| Nominating & Corporate Governance: Chair/Members | $12,000 / $6,000 | Committee retainers |
| Clinical Quality: Chair/Members | $12,000 / $6,000 | Committee retainers |
| Annual RSU grant (directors) | ~$130,000 (Chair ~$150,000) | Director RSUs vest after one year |
Performance Compensation
| Item | Details |
|---|---|
| Director performance-linked pay | None; AVAH’s policy does not compensate sponsor-affiliated directors, and Weil will not receive director RSUs or options |
Other Directorships & Interlocks
| Person | Affiliation | AVAH Role | Interlock/Notes |
|---|---|---|---|
| Sam Weil | Bain Capital Principal | Class II Director; Compensation Committee | Appointed per Sponsor designation rights in A&R Stockholders Agreement |
| Devin O’Reilly | Bain Capital Partner | Director; Compensation & Nominating committees | Bain-affiliated; noted in beneficial ownership footnote |
| (Prior) Christopher R. Gordon | Bain Capital Partner | Former Class II Director (resigned Nov 13, 2025) | Bain-affiliated; resignation filled by Weil |
| Robert M. Williams, Jr. | J.H. Whitney Senior Managing Director | Director; Nominating committee | Whitney-affiliated; beneficial ownership and entities detailed |
Expertise & Qualifications
- Sector expertise: Healthcare delivery and life sciences investing; strategic and operational experience from McKinsey .
- Education: MBA (Harvard Business School, Baker Scholar); BS Economics, Duke University, summa cum laude .
Equity Ownership
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| Bain Capital affiliated entities | 81,600,880 | 41.8% | BCPE Eagle Investor, LP (and affiliates) |
| J.H. Whitney Equity Partners VII entities | 48,655,882 | 24.9% | J.H. Whitney VII, PSA Healthcare Investment Holding LLC, PSA Iliad Holdings LLC |
| Nut Tree Capital Management, LP | 12,372,649 | 6.3% | Per Schedule 13G |
| Individual director holdings (as of Mar 11, 2025) | Various | Various | Weil not yet a director at this record date |
- Related-party lens: AVAH maintains software agreements with Waystar, in which Bain affiliates hold a minority position; payments ~$0.4 million in FY2024; AVAH states terms are comparable to arm’s length . The 8-K appointing Weil states no Item 404(a) related-party transactions involving him since the beginning of the last fiscal year .
Governance Assessment
-
Positive signals
- Independence classification and non-compensated status reduce direct financial conflicts for Weil; hedging/pledging prohibited by policy .
- Compensation Committee retains an independent consultant and sets capped bonuses and multi-year vesting for executives, indicating disciplined pay governance .
-
Watch items / potential conflicts
- Controlled company status and Sponsor designation rights can concentrate influence; Weil is a Bain appointee under the A&R Stockholders Agreement—monitor recusals on Sponsor-related matters and committee independence .
- Waystar agreements (Bain minority position) present recurring related-party exposure; continue to review disclosures for pricing and oversight .
-
Shareholder support context
- Say-on-pay votes have been “overwhelmingly” approved (2024), signaling investor confidence in AVAH’s pay practices during the transformation period .
-
Board engagement baseline
- Board/committee meeting cadence and >75% attendance across directors in FY2024 set expectations; Weil’s attendance record will begin with 2025–2026 meetings .
Overall implication: Weil brings relevant healthcare investing and strategic expertise to AVAH’s board and Compensation Committee, with independence and non-compensation status mitigating direct financial conflicts; however, Sponsor control and designation rights warrant ongoing monitoring of committee independence, recusals, and related-party oversight to maintain investor confidence .