Steven Rodgers
About Steven Rodgers
Steven E. Rodgers, age 53, is a Class II independent director of Aveanna Healthcare Holdings Inc. (AVAH), serving on the Board since 2017; his current Class II term runs to the 2026 annual meeting. He is a Managing Director at Morgan Stanley Capital Partners, head of healthcare investing, and a member of the Investment Committee. He holds a BA in Government from Dartmouth College and an MBA from Stanford Graduate School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley Capital Partners | Managing Director; Partner; Head of Healthcare Investing; Investment Committee member; MSIM Diversity Council member | 2018–present | Leads healthcare investing; IC oversight |
| J.H. Whitney Capital Partners | Senior Managing Director; led healthcare investing; Investment Committee member | Apr 2013–Mar 2018 | Led firm’s healthcare investing |
| PSA Healthcare (predecessor to AVAH) | Director | 2015–2017 | Board experience in pediatric home care |
External Roles
| Organization | Role | Status |
|---|---|---|
| Clarity Software | Director | Current |
| SpendMend | Director | Current |
| U.S. HealthConnect | Director | Current |
| Prescott’s | Director | Current |
| Geisel School of Medicine at Dartmouth | Board of Advisors | Current |
| Magnusson Center for Entrepreneurship (Dartmouth) | Board of Advisors | Current |
| Amisys Synertech; Herbalife; PatientKeeper; Symbion; Ovation Fertility; 3B Scientific | Director (prior) | Prior board service |
Board Governance
- Board independence: The Board determined Rodgers is independent under Nasdaq rules .
- Structure: AVAH is a “controlled company” under Nasdaq; it uses the exemption for the Nominating & Corporate Governance Committee (not all independent), while the Compensation Committee is fully independent .
- Attendance: In FY2024 the Board met 4 times; Audit and Clinical Quality met quarterly. Each director attended at least 75% of Board and committee meetings. Independent directors meet in executive session regularly .
| Governance Attribute | Detail |
|---|---|
| Board class | Class II director; term expires at 2026 annual meeting |
| Independence | Independent director (Nasdaq) |
| Committees | Audit Committee member; Compensation Committee member |
| Committee chair roles | None (Audit Chair: Victor F. Ganzi; Compensation Chair: Devin O’Reilly) |
| Meeting attendance | ≥75% in FY2024 |
| Executive sessions | Independent directors meet in executive session |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Standard independent director retainer |
| Audit Committee member fee | $12,500 | Member retainer |
| Compensation Committee member fee | $7,500 | Member retainer |
| Total cash fees (Rodgers) | $90,000 | Disclosed for Rodgers |
| Annual RSU grant | $130,000 | RSUs vest one year from grant date |
Performance Compensation
- Directors do not receive performance-based awards; independent director equity is time-based RSUs vesting after one year .
| Metric | FY2024 Director Plan Treatment |
|---|---|
| Performance metrics (revenue, EBITDA, TSR, ESG) | Not applicable to director compensation; RSUs are time-based |
| Vesting schedule | One-year cliff vest for director RSUs |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no members (including Rodgers) were current/former AVAH officers, and no executive served on another entity’s comp committee with reciprocal ties in FY2024 .
- Controlled company sponsors: Bain Capital and J.H. Whitney beneficially own >50% combined voting power; they nominate a majority of directors under a stockholders agreement (context for board composition). Rodgers is not disclosed as affiliated with these sponsors .
Expertise & Qualifications
- Private equity healthcare leadership; extensive board experience across healthcare companies .
- Education: BA Dartmouth; MBA Stanford .
- Committee experience: Audit and Compensation at AVAH .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Steven E. Rodgers | 265,237 | 0.136% (265,237 / 195,093,866) |
- Ownership calculation uses 195,093,866 shares outstanding as of March 11, 2025 .
- Stock ownership guidelines: non-employee directors must hold 4× annual retainer; unvested time-based RSUs count; PSUs do not. Compliance status by individual is not disclosed .
- Hedging/pledging: Prohibited for directors (no hedging, short sales, pledging, or margin purchases) .
Fixed/Variable Mix (FY2024)
| Type | Amount | Structure |
|---|---|---|
| Cash | $90,000 | Retainer + committee member fees |
| Equity | $130,000 | Annual RSU grant; one-year cliff vest |
Risk Indicators & Red Flags
- Controlled company governance: AVAH relies on the controlled company exemption for the Nominating & Corporate Governance Committee; two members are not independent .
- Section 16(a) compliance: One Form 4 for Rodgers was inadvertently filed late in 2024 (administrative lapse) .
- Related party exposure: AVAH purchases Waystar revenue cycle software (~$0.4M FY2024); Waystar is affiliated with Bain Capital (a sponsor). No Rodgers-specific related party transactions disclosed .
- Trading policies: Robust prohibitions on hedging/pledging mitigate alignment risks .
Director Compensation Policy (Reference)
| Role | Cash Retainer | Chair Fee | Member Fee | Equity |
|---|---|---|---|---|
| Independent director | $70,000 | — | — | ~$130,000 RSUs (1-yr vest) |
| Audit Committee | — | $25,000 | $12,500 | — |
| Compensation Committee | — | $15,000 | $7,500 | — |
| Nominating & Corporate Governance | — | $12,000 | $6,000 | — |
| Clinical Quality | — | $12,000 | $6,000 | — |
| Board Chairman | $90,000 | — | — | ~$150,000 RSUs (1-yr vest) |
Compensation Committee Analysis
- Composition: Devin O’Reilly (Chair), Christopher R. Gordon, Steven E. Rodgers, Robert M. Williams Jr.; all independent under Nasdaq .
- Consultant: Aon’s Human Capital Solutions engaged in 2023 to inform executive pay and peer group selection .
- Peer group used (executive comp): 14 healthcare services peers, including Addus, Amedisys, ModivCare, Option Care, Surgery Partners, Pennant, etc. (context for committee’s benchmarking) .
- Interlocks/insider participation: None in FY2024 .
Governance Assessment
- Independence and committee roles: Rodgers strengthens board oversight via Audit and Compensation Committee membership, with the Compensation Committee fully independent despite controlled company status .
- Attendance and engagement: Directors maintained ≥75% attendance; independent directors meet in executive session, indicating board engagement and independent oversight .
- Alignment: Rodgers’ equity ownership and annual RSU grants plus a prohibition on hedging/pledging support alignment with shareholders, while director RSUs are time-based rather than performance-based .
- Controls and conflicts: No Rodgers-specific related party transactions disclosed; AVAH’s controlled company structure concentrates nomination influence with sponsors, and there was a single late Form 4 filing for Rodgers in 2024 (administrative) .