Victor Ganzi
About Victor F. Ganzi
Victor F. Ganzi (age 78) is a Class I director of Aveanna Healthcare Holdings, serving on the board since the company’s 2017 formation. He is an independent director, chairs the Audit Committee, and is designated as an “audit committee financial expert.” Ganzi’s credentials span CEO experience (The Hearst Corporation), law firm leadership (managing partner at Rogers & Wells/Clifford Chance), and accounting (CPA, taxation), with degrees from Fordham (BS, accounting), Harvard Law (JD), and NYU (LL.M., taxation) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hearst Corporation | President & Chief Executive Officer | 2002–2008 | Led global media enterprise; governance, strategy |
| Rogers & Wells (now Clifford Chance) | Managing Partner | Pre-2002 (years not specified) | Firm leadership; complex transactions oversight |
| Big Four accounting firm | Certified Public Accountant (taxation) | Prior early career (years not specified) | Tax expertise; financial reporting proficiency |
| Gentiva Health Services | Lead Director | 2009–2015 | Board leadership in home health; governance |
| PSA Healthcare | Director | 2016–2017 | Board oversight prior to Aveanna formation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Willis Towers Watson (WTW) | Director and Chairman | Not specified | Served on board and as Chairman; large-cap public company exposure |
| Wyeth; ESPN; Hearst–Argyle Television; Angion Biomedica; Foster + Partners | Director | Not specified | Multiple prior public/private boards |
| Whitney Museum of American Art | Director | Current | Non-profit governance |
| PGA TOUR, Inc. | Chairman Emeritus; Director | Served over 34 years | Long-tenure governance; Chairman Emeritus status |
Board Governance
- Committee assignments: Audit Committee (Chair); committee members include Brent Layton, Sheldon M. Retchin, and Steven E. Rodgers; Ganzi qualifies as an “audit committee financial expert” and is independent under Nasdaq and Rule 10A-3 .
- Independence: Board affirmatively determined Ganzi is independent .
- Attendance: The Board held 4 meetings in FY2024; each director attended at least 75% of Board and committee meetings. Audit Committee met 4 times; Compensation Committee met once; Clinical Quality Committee met 4 times; Nominating and Corporate Governance acted by unanimous written consent .
- Executive sessions: Independent directors meet in executive session on a regular basis in connection with each Board meeting .
- Controlled company: Aveanna is a “controlled company” (sponsors >50% voting power) and uses the Nasdaq exemption for the Nominating & Corporate Governance Committee (not all independent), while the Compensation Committee is composed entirely of independent directors .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 70,000 | Non‑employee director baseline |
| Audit Committee Chair retainer | 25,000 | Committee chair premium |
| FY2024 cash earned | 95,000 | Reflects 70k + 25k |
| FY2024 RSU grant value | 130,000 | Annual director RSUs; Aveanna 2021 Plan |
| RSU vesting | — | Director RSUs fully vest one year from grant date |
| Director ownership guideline | — | Non‑employee directors: 4× annual retainer; includes unvested time‑based RSUs in compliance calculation |
| Hedging/pledging policy | — | Prohibits hedging, short sales, margin purchases, and pledging by directors |
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Director equity | Time‑based RSUs | No performance conditions; RSUs fully vest after one year |
No director meeting fees; directors are reimbursed for reasonable expenses related to Board/committee meetings and director education .
Other Directorships & Interlocks
| Company/Entity | Relationship to Aveanna | Potential Interlock/Conflict Considerations |
|---|---|---|
| Bain-affiliated Waystar vendor arrangement | Audit Committee reviews related person transactions | Company paid ~$0.4M to Waystar in FY2024; Bain is a sponsor; not tied to Ganzi personally; Audit chair oversight mitigates conflict risk |
Expertise & Qualifications
- Financial and audit expertise: Designated “audit committee financial expert”; CPA specialization in taxation; deep legal and governance background .
- Industry experience: Lead director at Gentiva (home health), director at PSA (pediatric homecare), aligning with Aveanna’s sector .
- Education: BS, Fordham; JD, Harvard Law; LL.M. (Taxation), NYU .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Notes |
|---|---|---|---|
| Victor F. Ganzi | 455,345 | <1% | Outstanding shares: 195,093,866 as of Mar 11, 2025 |
- Section 16 compliance: One Form 4 was inadvertently filed late for Ganzi in FY2024 (single transaction) .
- Ownership alignment: Director ownership guideline of 4× annual retainer applies; unvested time‑based RSUs count toward compliance; hedging/pledging prohibited .
Governance Assessment
- Positives:
- Independent director; Audit Committee Chair; designated financial expert—strengthens financial reporting oversight and risk management .
- Regular executive sessions of independent directors; audit oversight includes cybersecurity and related‑party transactions .
- Transparent director pay structure with modest cash retainer and annual RSUs; clear stock ownership guidelines; robust anti‑hedging/pledging policy .
- Stockholders “overwhelmingly” approved say‑on‑pay in 2024, indicating investor support for compensation governance .
- Watch items / RED FLAGS:
- Controlled company status and use of Nasdaq exemption for Nominating & Corporate Governance Committee (not fully independent), which can weaken certain governance checks despite strong Audit oversight .
- One late Form 4 (administrative) for Ganzi in 2024; minor compliance lapse but noted .
- Sponsor relationships create potential related‑party exposure (e.g., Waystar); mitigated by Audit Committee review and disclosure .
Overall, Ganzi’s profile—independent status, audit chair role, and financial expert designation—supports board effectiveness on financial controls and risk oversight. The primary governance risk arises from controlled company status (nominating committee exemption), not Ganzi’s individual roles or disclosures .