Benjamin Adams
About Benjamin Adams
Benjamin C. Adams is InnovAge’s Chief Financial Officer, age 61, serving since July 10, 2023; he holds a BA in Economics from Tufts University and an MBA from Columbia Business School . Under his tenure, adjusted EBITDA increased to $34.5 million in FY2025 from $16.5 million in FY2024 (margin rose to 4.0% in FY2025), and center-level contribution margin grew 16.3% year over year to $153.6 million . FY2026 guidance calls for total revenue of $900–$950 million and adjusted EBITDA of $56–$65 million, reflecting continued margin expansion initiatives; the CMS V-28 payment model transition is expected to be a headwind and is incorporated into guidance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kepro (Keystone Peer Review Organization, Inc.) | Chief Financial Officer | 2021–2023 | Finance leadership at a healthcare technology provider serving government-sponsored and commercial payers |
| RxSense, LLC | EVP & Chief Financial Officer | 2018–2021 | Finance leadership at a DTC pharmacy discount and B2B technology platform |
| Various (Investment Banking) | Senior Healthcare Investment Banker | >20 years (not specified) | Capital markets/advisory experience across healthcare sectors |
External Roles
- No public company directorships or external governance roles disclosed in the proxy. Skip if not disclosed.
Fixed Compensation
| Metric (FY2024) | Value | Notes |
|---|---|---|
| Base Salary (actual paid) | $424,303 | First year as NEO; became CFO July 10, 2023 |
| Base Salary (annualized at FY-end) | $435,000 | As of end of FY2024 |
| Target Bonus % of Base | 50% | Company-wide plan targets set annually |
| Annual Incentive (Non-Equity) | $217,500 | Target performance achieved for FY2024 objectives |
| Discretionary Bonus | $50,500 | Individual performance goals recognition |
| Option Awards (Profits Interests grant-date fair value) | $1,813,770 | Classified as “option-like” Profits Interests |
| All Other Compensation | $7,362 | Company 401(k) contributions |
| Total Compensation | $2,513,435 |
Performance Compensation
Annual Bonus Plan (FY2024)
| Component | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive | Pre-established business/financial objectives (not disclosed) | 100% of target | Achieved at target | $217,500 | N/A (cash) |
| Discretionary Bonus | Individual performance goals | N/A | N/A | $50,500 | N/A (cash) |
The company did not disclose specific metric weights (e.g., revenue, EBITDA, TSR) for FY2024 executive bonuses beyond “pre-established objectives” and achievement at target .
Long-Term Incentives – Profits Interests (Holdings Incentive Plan)
| Grant | Number | Vesting Commencement | Time-based Vesting | Performance Triggers | Change-of-Control Treatment |
|---|---|---|---|---|---|
| FY2024 Profits Interests | 863,700 | July 10, 2023 | 50% vests 25% annually over 4 years, subject to service | 33% at MOIC ≥2x; 100% at MOIC ≥2.5x upon Holdings CoC; none if MOIC <2x | Time-based portion accelerates 100% upon Holdings CoC; performance-based remains eligible if termination occurs within 120 days before definitive agreement leading to CoC |
Profits Interests are economically similar to options and are reported within “Option Awards” per SEC definitions; they have no exercise price and are administered by TCO Group Holdings, L.P. .
Equity Ownership & Alignment
Beneficial Ownership (Common Stock)
| As of | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| October 11, 2024 | — (not reported) | — (not reported) |
The 2024 beneficial ownership table shows “—” for Benjamin Adams, indicating no reportable common stock beneficial ownership as of October 11, 2024 .
Outstanding Equity Awards (FY2024 year-end)
| Instrument | Exercisable | Unexercisable | Unearned |
|---|---|---|---|
| Profits Interests (7/10/2023 grant) | — | 431,850 | 431,850 |
- Hedging and pledging prohibited: executives may not hedge InnovAge equity or pledge/margin company securities, reducing misalignment/forced selling risk .
- Executive stock ownership guidelines: not disclosed in the proxy; compliance status not disclosed (skip).
Employment Terms
| Term | Detail |
|---|---|
| Role Start Date | CFO effective July 10, 2023 |
| Employment | At-will, subject to employment agreement |
| Severance (without Cause / Good Reason) | 1x base salary + 1x target annual bonus paid over 12 months; 12 months healthcare premium continuation, subject to conditions |
| Non-Compete / Non-Solicit | 12 months post-termination (Adams); perpetual confidentiality; mutual non-disparagement included |
| Good Reason (summary) | Material pay reduction, relocation >50 miles (with exceptions), material diminution in duties, or company breach of agreement |
| Clawback Policy | Nasdaq Rule 5608-compliant clawback for excess incentive-based compensation over prior 3 years in the event of a restatement |
| Change-of-Control Economics | Profits Interests: 100% acceleration for time-based upon Holdings CoC; performance-based vest contingent on MOIC thresholds; continued eligibility if termination occurs within 120 days pre-definitive agreement |
| Insider Trading Policy | Filed with FY2025 10-K; prohibits hedging/pledging |
| Proxy Authority | Adams named as proxy for 2025 Annual Meeting |
Performance & Track Record
- Operational and financial progress under Adams’ CFO leadership: adjusted EBITDA rose to $34.5 million in FY2025 from $16.5 million in FY2024; Q4 FY2025 adjusted EBITDA was $11.3 million; margins improved to 4.0% for FY2025 and 5.1% in Q4 .
- Center-level contribution margin increased 16.3% YoY to $153.6 million (18.0% of revenue) in FY2025; continued margin optimization via clinical and operational value initiatives, pharmacy insourcing, and cost control .
- Balance sheet and capital actions: term loan refinanced to August 8, 2028; share repurchase completed (≈1.426 million shares, ≈$7.3 million), reflecting capital deployment discipline .
- FY2026 guidance: revenue $900–$950 million; adjusted EBITDA $56–$65 million; V-28 payment transition expected to be a multi-year headwind, incorporated into guidance .
Compensation Structure Analysis
- Mix: FY2024 compensation included fixed salary, target-based annual cash incentive (achieved at target), discretionary cash bonus, and substantial option-like Profits Interests grant value, indicating meaningful at-risk pay tied to value creation at sponsor Holdings .
- Shift toward Profits Interests: No RSU grants to Adams in FY2024; long-term incentives primarily through Profits Interests with both time- and MOIC-based performance conditions, aligning with exit-driven value creation rather than ongoing TSR metrics .
- Risk controls: clawback in place; hedging/pledging banned; bonus metrics not publicly weighted, limiting external transparency on pay-for-performance calibration .
Investment Implications
- Alignment: Profits Interests create strong linkage to sponsor exit MOIC thresholds; acceleration upon Holdings CoC can concentrate incentive realization around transaction timing, a potential catalyst consideration .
- Retention risk: 12-month non-compete/non-solicit and 1x cash severance package are standard; Adams’ long-dated time-based Profits Interests vesting supports retention, though lack of disclosed common stock ownership reduces day-to-day equity exposure alignment .
- Selling pressure: Hedging/pledging prohibitions mitigate margin call risk; limited common share ownership suggests lower near-term Form 4 selling pressure, with value realization more likely tied to Profits Interests vesting/performance outcomes .
- Performance execution: CFO commentary and guidance show credible EBITDA and margin trajectory amid payer model changes; watch V-28 rate transition headwinds and de novo center losses cadence for near-term earnings quality .