James Carlson
About James G. Carlson
James G. Carlson (age 73) serves as independent Chair of the Board at InnovAge Holding Corp. (INNV), having joined the Board in June 2022 and currently standing for re‑election to a term expiring at the 2028 annual meeting . He previously was CEO, President and Chairman of Amerigroup (2007–2012), President & COO of Amerigroup (2003–2007), EVP of UnitedHealth Group and President of UnitedHealthcare, and spent over 17 years with Prudential Financial; he served on the board of Omnicare (2013–2015) until its acquisition by CVS . Carlson attended Morningside University and graduated from Rider University, bringing decades of coordinated, value‑based care leadership and public company governance experience to INNV .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amerigroup Corp. | Chief Executive Officer, President and Chairman of the Board | 2007–2012 | Led managed care company through merger with WellPoint (now Elevance Health) |
| Amerigroup Corp. | President & Chief Operating Officer | 2003–2007 | Oversaw operations pre‑CEO role |
| UnitedHealth Group (UnitedHealthcare) | EVP, President of UnitedHealthcare | — (not disclosed) | Led business serving >10M members |
| Prudential Financial | Various senior roles | 17+ years | Broad financial and insurance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PurFoods LLC | Director | Current (not dated) | Home meal delivery service |
| Guidon Partners | Co‑Founder | Current (not dated) | Healthcare-focused investment/partnership platform |
| Omnicare Inc. (NYSE: OCR) | Director | 2013–2015 | Company acquired by CVS Pharmacy, Inc. in 2015 |
Board Governance
- Board/committee structure: INNV maintains Audit, Compensation & Nominating, and Quality & Compliance committees; the Board held 4 meetings in FY2025; Audit held 6; Compensation & Nominating 3; Quality & Compliance 3 .
- Committee assignments (as of Oct 14, 2025): Carlson is a member of the Compensation & Nominating Committee; he is not on the Audit or Quality & Compliance Committees .
- Independence: The Board determined Carlson is independent under Nasdaq rules; INNV is a “controlled company” and relies on certain Nasdaq governance exemptions (e.g., committees need not be fully independent) .
- Attendance and engagement: All directors attended the Dec 5, 2024 annual meeting; in FY2025 each director attended ≥75% of Board/committee meetings except Carlson, who attended 71% (below common governance expectations) .
- Leadership: INNV separates Chair and CEO roles; Carlson serves as independent Chair, focusing on strategy, Board self‑evaluations, regulatory/compliance oversight, and ensuring executive sessions .
- Director nomination rights: Principal Shareholders (Apax/WCAS) have extensive nomination and committee‑seat rights under a Director Nomination Agreement, persisting across ownership thresholds; they currently have two representatives on the Board .
Committee Memberships (FY2025)
| Director | Audit | Compensation & Nominating | Quality & Compliance |
|---|---|---|---|
| James G. Carlson (Chair) | — | Member | — |
Fixed Compensation (Director – FY2025)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director cash retainer |
| Chair of the Board cash fee | $100,000 | Additional annual cash for Chair role |
| Committee chair fees | $0 | Not a committee chair |
| Meeting fees | — | Not disclosed |
| Total cash (Fees Earned) | $200,000 | FY2025 Fees Earned or Paid in Cash |
Performance Compensation (Director – FY2025)
| Award Type | Grant/Service Timing | Grant Date/Detail | Vesting | Grant Date Fair Value (USD) |
|---|---|---|---|---|
| RSUs (annual director grant) | FY2025 | Granted Sept 3, 2024 | Fully vested June 30, 2025 | $100,000 |
| Fully vested stock (in respect of FY2024 service) | Granted in FY2025 for prior FY service | FY2025 award for FY2024 service | Fully vested at grant | $84,000 |
| Total stock awards (FY2025) | — | — | — | $184,000 |
- Performance metrics: No performance conditions disclosed for director equity; annual director RSUs vest on time-based schedules .
Other Directorships & Interlocks
| Company | Role | Public/Private | Tenure | Interlock/Notes |
|---|---|---|---|---|
| PurFoods LLC | Director | Private | Current | Home meal delivery; no related‑party transaction disclosed |
| Guidon Partners | Co‑Founder | Private | Current | Investment/partnership platform; no related‑party transaction disclosed |
| Omnicare Inc. | Director | Public (NYSE: OCR) | 2013–2015 | Acquired by CVS in 2015 |
Expertise & Qualifications
- Decades leading coordinated, value‑based care organizations (Amerigroup CEO/Chairman; UnitedHealthcare leadership) supporting oversight of Medicare/Medicaid and regulated payer dynamics .
- Public company governance experience (Omnicare board) and independent Board leadership at INNV as Chair .
- Education from Rider University (degree) and attendance at Morningside University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| James G. Carlson | 62,034 | <1% (indicated by “*”) | As of Oct 14, 2025; total common shares outstanding 135,681,431 |
| Unvested RSUs at 6/30/2025 | — | — | His FY2025 director RSUs vested June 30, 2025; no unvested amount disclosed thereafter |
| Pledging/Hedging | — | — | Company policy prohibits directors from hedging or pledging company securities |
- Ownership guidelines for directors: Not disclosed in the proxy .
Insider Trades and Section 16 Compliance
| Item | Detail |
|---|---|
| Untimely Form 4 | One Form 4 for James G. Carlson did not timely report a grant of shares for director service in FY2025 (administrative error) |
Related Party and Conflict Considerations
- Controlled company status: Principal Shareholders control a majority of voting power; INNV relies on Nasdaq exemptions (e.g., majority‑independent board and fully independent committees not required) .
- Director Nomination Agreement: Apax/WCAS retain board/committee designation and consent rights at various ownership thresholds, including guaranteed committee seats for their nominees, which can influence committee independence and board composition over time .
- Related‑party transaction oversight: Audit Committee reviews/approves related‑party transactions under a written policy; no Carlson‑specific related‑party transactions disclosed .
Compensation Committee Overview (Relevance to Carlson’s role)
- Compensation & Nominating Committee composition includes independent and Principal Shareholder‑affiliated directors; Carlson serves as a member, not as chair .
- Committee responsibilities include CEO goal‑setting/evaluation, executive pay, clawback policy oversight, director compensation, corporate governance guidelines, and board/committee membership criteria .
Governance Assessment
- Strengths:
- Independent Chair with deep payer and value‑based care expertise; clear separation of Chair/CEO; focus on board self‑evaluation and regulatory/compliance oversight .
- Clawback policy (Nasdaq‑compliant) covering cash and equity incentive comp for current and former executive officers .
- Prohibition on hedging/pledging enhances alignment with shareholders .
- Concerns / RED FLAGS:
- Attendance: Carlson attended 71% of Board/committee meetings in FY2025, below typical 75% stewardship thresholds, which may signal engagement risk .
- Controlled company governance: Reliance on Nasdaq exemptions and Principal Shareholders’ nomination/committee rights can dilute committee independence (e.g., Compensation & Nominating includes shareholder‑affiliated directors) .
- Section 16 compliance: One untimely Form 4 for a director share grant (administrative error) .
- Compensation alignment (director):
- FY2025 mix balanced between cash ($200k) and equity ($184k), but director equity is time‑based without disclosed performance metrics (typical for directors) .