Marilyn Tavenner
About Marilyn Tavenner
Marilyn Tavenner (age 74) has served as an independent Class I director of InnovAge Holding Corp. since March 2021; her current term runs through the 2027 annual meeting. She is the former Administrator of the Centers for Medicare & Medicaid Services (acting 2010–2013; Administrator 2013–2015) and former President & CEO of America’s Health Insurance Plans (2015–2018). She holds a BS in Nursing and an MHA from Virginia Commonwealth University, and brings deep Medicare/Medicaid regulatory and payer expertise to InnovAge’s highly regulated PACE model .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centers for Medicare & Medicaid Services (CMS) | Acting Administrator; Administrator | 2010–2013 (Acting); 2013–2015 (Administrator) | Led implementation/oversight of Medicare and Medicaid programs |
| America’s Health Insurance Plans (AHIP) | President & CEO | 2015–2018 | Led national trade association for health insurers |
External Roles
| Organization | Role | Committees | Notes |
|---|---|---|---|
| Select Medical Holdings Corp. (NYSE: SEM) | Director | Member, Quality & Safety; Chair, Governance | Current public company directorship; healthcare services focus |
| Blue Cross Blue Shield of Arizona | Director | Member, Finance and Compensation | Health plan governance; not a public company |
Board Governance
- Committee assignments (as of Oct 14, 2025):
- Audit Committee member (meets heightened independence requirements under SEC/Nasdaq)
- Quality & Compliance Committee member
- Independence: Board determined Tavenner is independent; also independent for audit committee purposes under Rule 10A-3/Nasdaq .
- Attendance and engagement: In FY2025, the Board met 4 times; Audit met 6; Quality & Compliance met 3. All directors attended at least 75% of Board and committee meetings during their tenure, except the Chair (James G. Carlson) who attended 71%; Tavenner met or exceeded the 75% threshold .
- Board structure: Independent Chair (separate from CEO). The Board emphasizes executive sessions and independent oversight .
- Controlled company: InnovAge is a Nasdaq “controlled company” and relies on certain governance exemptions (e.g., majority-independent board not required). Principal shareholders (Apax/WCAS) also have nomination rights and at least one seat on each committee while thresholds are met (Director Nomination Agreement) .
| INNV Committees (FY2025) | Composition/Chair |
|---|---|
| Audit | Sparks (Chair), Zoretic, Tavenner |
| Compensation & Nominating | Cavanna (Chair), Carlson, Kennedy Jr., Scully |
| Quality & Compliance | Fontneau (Chair), Cavanna, Scully, Tavenner |
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director cash retainer |
| Committee chair fee | $0 | Applies only to committee chairs; Tavenner not a chair at INNV |
| Board Chair fee | $0 | Applies only to Board Chair |
| Meeting fees | None disclosed | No meeting fees disclosed |
| Total cash (FY2025) | $100,000 | Per Director Compensation Table |
Performance Compensation
| Equity Element (FY2025) | Grant date | Form/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual director equity | Sep 5, 2024 | RSUs; $100,000 grant-date FV | Vested Jul 1, 2025 (one-year cycle) | Standard director annual RSU; Tavenner held 19,841 unvested RSUs at 6/30/25 that vested 7/1/25 |
| Legacy Profits Interests (Holdings) | Sep 22, 2020 | 91,000 Profits Interests (fully vested by schedule) | 25% per year over 4 years | Option-like “profits interests” issued by TCO Group Holdings, L.P. (sponsor vehicle) |
- Performance metrics for director pay: None disclosed; INNV director equity is time-based RSUs, not performance-based. The company does not currently grant new stock options; directors may hold legacy Profits Interests from sponsor vehicle, which are option-like but not tied to INNV performance metrics .
Other Directorships & Interlocks
- Public company boards: Select Medical (SEM) – Tavenner Director; Thomas Scully (INNV director) also serves on SEM’s board and compensation committee, creating an interlock across two INNV directors at SEM .
- Private/other boards: Blue Cross Blue Shield of Arizona – Director; Finance and Compensation Committee member .
Expertise & Qualifications
- Medicare/Medicaid regulatory leadership (former CMS Administrator) and payer industry leadership (former AHIP CEO) .
- Audit-committee-qualified independent director; sits on INNV Audit Committee with heightened independence; not designated as “financial expert” (designation at INNV is Sparks and Zoretic) .
- Quality and compliance oversight experience; serves on INNV Quality & Compliance Committee and chairs Governance Committee at SEM .
- Education: BS Nursing; MHA – Virginia Commonwealth University .
Equity Ownership
| Ownership Item | Amount/Status | Source |
|---|---|---|
| Beneficial ownership (common shares) | 19,841 shares; <1% of outstanding | |
| Unvested RSUs at 6/30/2025 | 19,841 RSUs (vested on 7/1/2025) | |
| Profits Interests in TCO Group Holdings, L.P. | 91,000 Profits Interests (fully vested by schedule) | |
| Hedging/Pledging | Company policy prohibits hedging and pledging of Company securities |
Governance Assessment
-
Positives
- Independent director with deep Medicare/Medicaid and payer expertise aligned to INNV’s regulatory and compliance risk profile; sits on Audit and Quality & Compliance committees .
- Meets heightened audit committee independence requirements; Board reports Tavenner met or exceeded the 75% attendance threshold in FY2025 .
- Director pay mix balanced between cash and equity (equal $100k/$100k), promoting alignment; hedging and pledging prohibited, further supporting alignment .
-
Watch items / potential conflicts
- Controlled company status and Director Nomination Agreement grant principal shareholders significant nomination and committee representation rights, concentrating governance influence; while not specific to Tavenner, this context affects overall board independence dynamics .
- Legacy Profits Interests held by Tavenner in the sponsor LP (TCO Group Holdings, L.P.) could create perceived alignment with sponsors distinct from public shareholders; monitor for potential conflicts if sponsor interests diverge .
- Board interlock: Two INNV directors (Tavenner and Scully) also serve on SEM’s board; not necessarily a conflict, but an interlock to monitor for information flow and time commitments .