Andrew Cavanna
About Andrew Cavanna
Andrew Cavanna (age 51) is a Class I director of InnovAge Holding Corp. and has served on the Board since March 2021, with his current term expiring at the annual meeting to be held in 2027 . He is a Partner at Apax Partners (since 2017) with a finance and healthcare investing background; prior roles include Managing Director and Co-Head of Healthcare at Vestar Capital Partners, and earlier positions at The Blackstone Group, JPMorgan Partners, and Merrill Lynch . He holds a Bachelor’s Degree from Cornell University and an MBA from Columbia Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eating Recovery Center | Chair of the Board | — | Oversight of specialty behavioral health provider |
| Keystone Peer Review Organization (Kepro; now Acentra Health) | Director | — | Quality assurance and care coordination governance |
| Institutional Shareholder Services (ISS) | Director | May 2014 – July 2017 | Governance advisory experience |
| Press Ganey Associates | Director | Mar 2008 – Oct 2016 (company taken private) | Patient experience measurement oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apax Partners | Partner | 2017 – present | Principal Shareholder affiliate |
| Cornell College of Arts and Sciences | Advisory Council Member | — | Academic advisory role |
| Harvard School of Public Health | Instructor | — | Teaching; healthcare policy/quality exposure |
Board Governance
- Independence status: Not listed among directors the Board determined to be independent under Nasdaq rules; he is one of two representatives affiliated with Principal Shareholders on a nine-member Board (seven independent directors) .
- Attendance: For FY2025, each director attended at least 75% of Board and applicable committee meetings, except James G. Carlson (71%); Cavanna met or exceeded 75% .
- Controlled company: INNV is a Nasdaq “controlled company” and relies on certain exemptions (e.g., majority independent board, fully independent compensation committee, independent nominations) .
- Committee leadership: Chairs the Compensation and Nominating Committee; member of the Quality and Compliance Committee .
| Governance Item | Detail |
|---|---|
| Board Class | Class I (term through 2027) |
| Independence | Non-independent (Principal Shareholder affiliate) |
| Committees | Compensation & Nominating (Chair); Quality & Compliance (Member) |
| FY2025 Attendance | ≥75% of Board and committee meetings |
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Affiliates of Principal Shareholders (Cavanna and Scully) received no director compensation |
| Committee chair fee | $0 | Chair fee ($20,000) applies only to non-affiliate directors |
| Chair of Board fee | $0 | $100,000 applies only to independent Chair (Carlson) |
| Equity (RSUs) | $0 | $100,000 RSU grants apply only to non-affiliate directors; Cavanna received none |
Performance Compensation
| Metric or Award Feature | Cavanna Status | Vesting/Terms |
|---|---|---|
| Performance metrics tied to director compensation | None disclosed | Not applicable; Cavanna did not receive director equity |
| Director RSU awards | Not granted | Non-affiliates received $100,000 RSUs with service-based vesting on specified dates; Cavanna is an affiliate and received none |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Cavanna |
| Prior public company boards | Press Ganey (served 2008–2016; company later taken private); ISS (2014–2017) |
| Interlocks | No compensation committee interlocks by INNV executive officers; Cavanna chairs Compensation & Nominating while affiliated with Principal Shareholders under Director Nomination Agreement |
Expertise & Qualifications
- Finance and healthcare investing leadership (Apax; Vestar) with operational exposure across healthcare quality and regulatory domains .
- Prior governance roles spanning patient experience analytics (Press Ganey), governance advisory (ISS), and care coordination for government programs (Kepro/Acentra) .
- Academic engagement as instructor (Harvard School of Public Health) and advisory council member (Cornell) supports policy and oversight depth .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Andrew Cavanna (individual) | — | — |
| TCO Group Holdings, L.P. (Principal Shareholders vehicle; includes Apax/WCAS) | 112,988,070 | 83.3% |
Footnote: Voting/dispositive power over TCO Group Holdings, L.P. shares is exercised by an LP Board that includes Apax designees (Andrew Cavanna, Pavithra Mahesh) and WCAS designees; entities and individuals may be deemed to share beneficial ownership but disclaim beneficial ownership of shares held by TCO Group Holdings, L.P. . INNV prohibits directors/officers from hedging or pledging Company securities (margin accounts or collateral) under its Insider Trading Policy .
Governance Assessment
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Strengths
- Experienced healthcare investor with prior board service in quality, governance, and government program oversight—aligned with INNV’s regulated PACE model and quality/compliance focus (supports committee effectiveness) .
- Active role on Quality & Compliance Committee and as Chair of Compensation & Nominating aligns oversight with legal, regulatory, and human capital risks outlined by the Board .
- Company-wide prohibition on hedging and pledging reduces alignment risks typical for controlled structures .
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Risks and potential conflicts
- RED FLAG: Controlled company relying on Nasdaq exemptions (e.g., not a majority independent board or fully independent nominations), reducing standard governance protections for shareholders .
- RED FLAG: Principal Shareholders hold nomination rights and a guaranteed seat on each Board committee while their designation rights persist; Cavanna is an Apax designee and chairs the Compensation & Nominating Committee—elevated risk of perceived conflicts in executive pay oversight and nominations .
- Non-independent status as a Principal Shareholder affiliate may dampen investor confidence in fully arm’s-length compensation and governance decisions .
- Cavanna receives no director cash or equity from INNV due to affiliate status; alignment is through fund-level economics rather than direct INNV shareholding, while the Principal Shareholders collectively control 83.3% via TCO Group Holdings, L.P. .
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Attendance and engagement signal
- Met or exceeded 75% attendance for FY2025, supporting baseline engagement expectations .
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Related-party oversight
- Audit Committee reviews related-party transactions under a written policy; key agreements with Principal Shareholders (Director Nomination Agreement; Registration Rights) are disclosed and governed .