Nicole D’Amato
About Nicole D’Amato
Nicole D’Amato is Chief Legal Officer and Corporate Secretary of InnovAge (INNV), serving since July 2021; she is 46 years old and holds a B.A. from Cornell University and a J.D. from Vanderbilt University Law School . She previously worked in senior legal roles at MacAndrews & Forbes, DIAGEO North America, Samsonite, and began her career at Ropes & Gray . Company performance has improved on key fundamentals over the last two fiscal years; see the financial performance table below for revenue and EBITDA trends during her tenure (values from S&P Global; see table footnote).
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| MacAndrews & Forbes | Senior Vice President | 2015–2021 | Holding company with portfolio including Revlon and Scientific Games; senior legal leadership across portfolio |
| DIAGEO North America | Director and Senior Counsel | 2011–2015 | Legal leadership at the world’s leading alcohol beverage business |
| Samsonite | Global Head of Intellectual Property and Assistant Corporate Secretary | 2010–2011 | Participated in Samsonite’s IPO on the Hong Kong Stock Exchange |
| Ropes & Gray LLP | IP and corporate transactional attorney | Early career | IP and corporate transactional practice experience |
External Roles
No public-company directorships or external board roles for Ms. D’Amato are disclosed in InnovAge’s proxy statement .
Fixed Compensation
| Item | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base salary paid ($) | 435,000 | 468,932 (includes $33,932 PTO payout) | 457,000 |
| Annualized base salary at year-end ($) | — | 435,000 | 457,000 |
| Target bonus (% of base) | — | 60% | 60% |
Summary Compensation (as reported)
| Metric ($) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | 435,000 | 468,932 | 457,000 |
| Bonus (discretionary) | 20,000 | 63,000 | 27,800 |
| Stock awards (RSUs) – grant-date fair value | 800,008 | 450,002 | — |
| Option awards (Profits Interests) – grant-date fair value | — | 360,000 | — |
| Non‑equity incentive plan (AIP) | 217,500 | 261,000 | 274,200 |
| All other comp | 6,262 | 6,600 | 7,120 |
| Total | 1,478,770 | 1,609,534 | 766,120 |
Performance Compensation
Annual Incentive Plan (AIP) outcomes
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| FY 2024 AIP (pre‑set business/financial objectives) | Not disclosed | 60% of base | 100% of target | 261,000 |
| FY 2025 AIP (pre‑set business/financial objectives) | Not disclosed | 60% of base | 100% of target | 274,200 |
| FY 2024 discretionary bonus | N/A | N/A | N/A | 63,000 |
| FY 2025 discretionary bonus | N/A | N/A | N/A | 27,800 |
Notes:
- Company states target performance (100%) was achieved in FY 2024 and FY 2025 under the annual bonus plan; specific metrics/weightings are not disclosed .
Equity awards and vesting
- Company RSU practice: RSUs generally vest in substantially equal installments on each of the first three anniversaries of the vesting commencement date (for awards cited below) .
- Company states no NEO equity grants in FY 2025; RSU grants were issued in July 2025 after fiscal year-end .
RSUs – Outstanding as of June 30, 2025
| Grant date | Vesting commencement | Unvested RSUs (#) | Market value ($) at $3.69/share | Vesting schedule (per plan/footnote) |
|---|---|---|---|---|
| 8/15/2022 | 8/15/2022 | 30,865 | 113,892 | 3 equal annual installments, subject to continued service |
| 6/06/2023 | 6/06/2023 | 17,384 | 64,147 | 3 equal annual installments, subject to continued service |
| 6/04/2024 | 6/04/2024 | 64,936 | 239,614 | 3 equal annual installments, subject to continued service |
Profits Interests (treated as “option-like” awards under Item 402)
| Grant (FY) | Grant date | Total Profits Interests granted (#) | Time‑based tranche | Performance‑based tranche | Key performance condition |
|---|---|---|---|---|---|
| FY 2024 | 12/18/2023 | 250,000 | 50% time-based; vests 25% on each of first four anniversaries of 12/18/2023 | 50% performance-based | Vests on Change of Control of Holdings if MOIC ≥2.0x (33%) or ≥2.5x (100%) for Ignite Aggregator LP; none if <2.0x |
Profits Interests – Status at June 30, 2025 (reported as option awards)
| Grant date | Exercisable (#) | Unexercisable (#) | Notes |
|---|---|---|---|
| 12/18/2023 | 31,250 | 93,750 | Reflects time‑based tranche; footnotes explain classification of Profits Interests as option‑like and vesting mechanics |
Change‑of‑control / acceleration highlights
- Profits Interests (time‑based) accelerate 100% upon a Change of Control of Holdings; performance‑based tranche eligible to vest on CoC if MOIC hurdles met (with limited post‑termination protection as described) .
- Company notes RSU/option CoC acceleration terms for certain other NEOs; specific Company‑level CoC acceleration for Ms. D’Amato’s RSUs is not stated in the cited section and thus not assumed here .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Shares beneficially owned (as of Oct 14, 2025) | 111,890; “less than 1%” of shares outstanding |
| Shares outstanding reference | 135,681,431 (as of Oct 14, 2025) |
| Approximate ownership % | ~0.08% (111,890 / 135,681,431) |
| Hedging and pledging | Prohibited for employees/officers/directors; also bars margin and pledging |
| Clawback policy | Effective Sept 7, 2023; compliant with Nasdaq Listing Rule 5608; applies to current/former executive officers and incentive-based comp tied to financials |
| Section 16 compliance note | One Form 4 for Ms. D’Amato was filed late due to tax withholding on RSU vest; company notes administrative error |
Employment Terms
| Term | Ms. D’Amato |
|---|---|
| Employment status | At-will, under employment agreement |
| Severance (termination without Cause / for Good Reason) | 1x (base salary + target annual bonus), paid over 12 months; 12 months company-paid health premiums unless eligible elsewhere |
| Non‑compete / non‑solicit | 12 months post-termination; non‑compete will not restrict practice of law following termination |
| Good Reason (summary) | Material salary reduction; required relocation >50 miles; material diminution of duties; material breach by Company |
Company Financial Performance (Annual)
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Revenues ($) | 698,640,000* | 688,087,000* | 763,855,000* | 853,699,000* |
| EBITDA ($) | 13,641,000* | -33,976,000* | -4,230,000* | 13,464,000* |
| Net Income ($) | -6,521,000* | -40,673,000* | -21,338,000* | -30,313,000* |
| EBITDA Margin (%) | 1.95%* | -4.94%* | -0.55%* | 1.58%* |
*Values retrieved from S&P Global (SPGI) via GetFinancials.
Investment Implications
- Pay-for-performance: Cash bonus plan paid at 100% of target in FY 2024 and FY 2025, indicating goals were calibrated to actual operating delivery; discretionary bonuses were modest vs. AIP, limiting risk of outsized non‑formulaic pay . Equity mix shifted toward time‑based RSUs and Profits Interests (option‑like), with no company equity grants in FY 2025 before year‑end and RSUs granted post‑year end .
- Vesting and selling pressure: Multiple RSU grants vest annually over three years; combined with the company’s note of a late Form 4 tied to tax withholding, expect periodic administrative selling/withholding around vest dates rather than open‑market disposals; hedging/pledging is prohibited, reducing alignment risk .
- Alignment and ownership: Beneficial ownership is small (<1%, ~0.08% estimated), but Profits Interests create exit‑linked upside via MOIC hurdles on a sponsor vehicle at Holdings level, which can be a powerful retention lever tied to value realization at change of control .
- Retention/COC economics: Severance is 1x salary+target bonus with 12 months benefits and a 12‑month non‑compete (practice of law carve‑out), suggesting moderate retention protection without excessive parachute risk; Profits Interests time‑based tranche accelerates on Holdings CoC, with performance‑based vesting tied to MOIC hurdles .
- Execution risk vs. fundamentals: Company revenues grew in FY 2024 and FY 2025 with EBITDA improvement back to positive, but net income remained negative; bonus calibration to “target achieved” in both years suggests alignment with internal plans but continued profitability execution is key (see financial table; S&P data).