Patrick Blair
About Patrick Blair
Patrick Blair, 54, is InnovAge’s Chief Executive Officer (CEO) since January 2022; he previously served as President from December 2021 to October 2024 . He is not a member of the Board (the Chair/CEO roles are separated), allowing him to focus on operations and regulator engagement . Blair’s prior roles include Group President at BAYADA Home Health Care, senior leadership at Anthem/Elevance (SVP Commercial Segments; former CMO), and leadership at Amerigroup; he began his career at Ernst & Young and Deloitte . He holds a B.A. in Economics (Indiana University), an MHA (IUPUI), and an MBA (Henley Business School) . For FY2024 and FY2025, InnovAge’s annual bonus plan achieved target performance (100%) leading to CEO payouts, indicating operational objectives were met; specific performance metrics were not enumerated in the proxies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BAYADA Home Health Care | Group President (Home Health, Hospice, Personal Care) | Aug 2020–Nov 2021 | Led quality and financial performance across businesses |
| Anthem, Inc. (now Elevance Health) | SVP, Commercial Business Segments; previously Chief Marketing Officer | Dec 2012–Jul 2020 | Led Individual, Small Group, Large Group segments to drive profitable growth |
| Amerigroup Corporation | CMO & Business Development; CEO, Specialty Products | 2004–2012 | Led national Medicare/Medicaid expansion strategies for complex needs populations |
| Ernst & Young; Deloitte Consulting | Advisory roles | Early career | Served leading provider and payer healthcare organizations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Kepro (now part of Acentra Health) | Director | Ongoing at hire | Employment agreement permits continued service |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary Rate at FY End ($) | $750,000 | $770,000 |
| Base Salary Actually Paid ($) | $826,489 (incl. PTO payout) | $770,000 |
| Target Annual Bonus (% of Base) | 100% | 100% |
Performance Compensation
- Annual bonus plan: Target performance achieved in FY2024 and FY2025; CEO payouts were $750,000 (FY2024) and $770,000 (FY2025) .
- Discretionary bonus: $150,000 in FY2024; none in FY2025 (proxy shows “—”) .
| Element | Metric | Weighting/Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus (FY2024) | Company performance objectives | 100% of base at target | $750,000 payout at target | N/A |
| Annual Cash Bonus (FY2025) | Company performance objectives | 100% of base at target | $770,000 payout at target | N/A |
| 2021 CEO Option Grant | 90-day VWAP thresholds | 41 2/3% vests at $15; 16 2/3% vests at $21; 41 2/3% time-based | 776,299 options unearned (performance) as of 6/30/2025 | Time-based quarterly over 4 years; performance on attainment |
| 2021 CEO RSU Grant | 90-day VWAP thresholds | 41 2/3% at $15; 16 2/3% at $21; 41 2/3% time-based | 184,833/$15 and 73,933/$21 tranches unearned as of 6/30/2025 | Time-based quarterly over 4 years; performance on attainment |
| 2024 Profits Interests (Holdings) | MOIC at Change of Control | 50% time-based; 50% performance: vest 33% at 2.0x MOIC; 100% at 2.5x MOIC | Performance portion vests only upon CoC and MOIC hurdles | Time: annual over 4 yrs; Perf: CoC-based |
Equity Awards (Grants and Terms)
| Grant Date | Instrument | Quantity/Strike | Key Terms |
|---|---|---|---|
| Nov 10, 2021 (effective Dec 1, 2021) | Stock Options | 1,330,798 @ $7.89; exp. Nov 9, 2031 | 41 2/3% time-based (25% at 1-year then quarterly), 41 2/3% vests at $15 VWAP (90-day), 16 2/3% vests at $21 VWAP (90-day) |
| Nov 10, 2021 (effective Dec 1, 2021) | RSUs | 443,599 total | Same split/thresholds as options; time-based 4 years; performance tranches at $15 and $21 VWAP (90-day) |
| Aug 30, 2023 | Profits Interests (Holdings) | 1,100,000 | 50% time-based (4 yrs); 50% performance (MOIC 2.0x/2.5x) vests at CoC of Holdings |
| 2023–2024 | RSUs | Examples: 70,176 (2023), 123,967 (2024) vest over 3 years | Time-based in substantially equal annual installments over 3 years |
Equity Ownership & Alignment
- Beneficial Ownership (as of Oct 14, 2025): 754,826 shares; <1% of outstanding (135,681,431 shares) .
- Insider Trading Policy: Hedging and pledging of Company securities are prohibited (no margin pledges allowed), reducing misalignment risk .
- Outstanding Awards at FY2025:
- Options (12/1/2021 grant): 485,185 exercisable; 69,314 unexercisable; 776,299 unearned (performance) as of 6/30/2025 .
- RSUs: 23,104 time-based unvested from 2021 grant; 258,767 performance RSUs unearned; additional RSUs (35,088 from 2023; 82,645 from 2024) unvested as of FY2025 .
| Ownership/Outstanding (as of 6/30/2025 unless noted) | Amount |
|---|---|
| Beneficial ownership (10/14/2025) | 754,826 shares; <1% |
| Options exercisable | 485,185 |
| Options unexercisable (time-based) | 69,314 |
| Options unearned (performance) | 776,299 |
| Unvested RSUs (time-based 2021 tranche) | 23,104 (MV $85,254) |
| Unearned RSUs (performance 2021 tranches) | 258,767 (MV $954,850) |
Employment Terms
- Appointment and Initial Compensation (Dec 1, 2021): Base salary $750,000; target annual bonus 100% of base; $600,000 cash sign-on bonus; option award valued at $10.5 million and RSU award valued at $3.5 million (share counts set off 11/10/2021 close) with time and stock-price performance tranches .
- Severance and Good Reason/COC:
- If terminated without Cause or resigns for Good Reason: 2x (base + target bonus) paid over 24 months; Company-paid healthcare for 18 months (ceases upon other coverage) .
- Change in Control: Time-based stock options/RSUs accelerate on COC if not assumed/substituted, or if assumed/substituted and followed by a qualifying termination within two years, per plan; Profits Interests time-vested portion accelerates at Holdings CoC; performance Profits Interests vest upon CoC only if MOIC hurdles met .
- Restrictive Covenants: Non-compete for 2 years post-employment across the U.S.; non-solicit of customers and employees during Restricted Period; confidentiality and IP assignment; non-disparagement provisions .
- Clawback Policy: Company adopted a Dodd-Frank compliant clawback effective Sept 7, 2023 covering cash/equity incentive compensation on restatement .
- Board Governance Context: Controlled company; independent Chair; CEO not on Board; comp oversight by Compensation & Nominating Committee .
Compensation Structure Analysis
- Pay-for-performance mix: Significant at-risk equity with explicit stock-price hurdles ($15/$21 VWAP) on 58 1/3% of initial 2021 awards; remaining 41 2/3% time-based over 4 years .
- Shift to option-like Profits Interests at Holdings: In FY2024, Blair received 1.1M Profits Interests (50% performance vesting on 2.0x/2.5x MOIC at Holdings CoC), aligning outcomes with sponsor exit economics rather than intermediate TSR—potentially increasing management incentives around value-creating transactions .
- Annual bonuses at target in FY2024 and FY2025: Signals operational/quality objectives were set and met; amounts scaled with base salary ($750k in FY2024 and $770k in FY2025) .
- Governance safeguards: No hedging/pledging; clawback in place; CEO not on Board; however, InnovAge is a “controlled company,” and sponsor-affiliated directors sit on the Compensation & Nominating Committee, a structural consideration for investors .
Related Party Transactions
- The Company disclosed no related person transactions involving Blair at appointment; employment agreement was filed as an exhibit to the Form 8-K .
Risk Indicators & Red Flags
- Alignment risks mitigated by hedging/pledging prohibitions and clawback .
- CoC-driven Profits Interests: Performance vesting is triggered only upon a Holdings CoC with MOIC hurdles; this emphasizes value realization at exit events—investors should monitor transaction incentives .
- Controlled company status: Reduced Nasdaq corporate governance requirements may apply; investors should assess independence and oversight strength .
Expertise & Qualifications
- Deep managed care and value-based care experience (Amerigroup, Anthem/Elevance) and provider/post-acute operations (BAYADA), relevant to InnovAge’s PACE regulatory and operational context .
- Advanced degrees in healthcare administration and business; extensive experience with government-sponsored programs (Medicare/Medicaid) .
Work History & Career Trajectory
| Company | Role(s) | Tenure | Notes |
|---|---|---|---|
| InnovAge | CEO (Jan 2022–present); President (Dec 2021–Oct 2024) | 2021–present | Separated Chair/CEO; CEO not on Board |
| BAYADA Home Health Care | Group President | 2020–2021 | Oversaw quality and financial performance |
| Anthem/Elevance | SVP Commercial Segments; former CMO | 2012–2020 | Led growth in commercial segments |
| Amerigroup | CMO & BD; CEO Specialty Products | 2004–2012 | Medicare/Medicaid expansion leadership |
| E&Y; Deloitte | Consultant | — | Provider/payer advisory |
Equity Ownership & Governance Tables
Outstanding Equity Detail (FY2025 year-end):
| Instrument | Exercisable | Unexercisable | Unearned (Perf) | Terms/Notes |
|---|---|---|---|---|
| 2021 Options | 485,185 | 69,314 | 776,299 | $7.89 strike; exp. 11/9/2031; time/perf tranches |
| RSUs (2021 time-based) | — | 23,104 unvested (MV $85,254) | — | Quarterly vesting over 4 years |
| RSUs (2021 performance) | — | — | 258,767 unearned (MV $954,850) | $15/$21 VWAP (90-day) |
| Additional RSUs | — | 35,088 (2023); 82,645 (2024) unvested | — | 3-year time-based vesting |
Beneficial Ownership (as of Oct 14, 2025):
| Holder | Shares | % Outstanding |
|---|---|---|
| Patrick Blair | 754,826 | <1% (out of 135,681,431) |
Employment Terms Summary
| Term | Detail |
|---|---|
| Base/Bonus (initial) | $750,000 base; 100% target bonus |
| Sign-On | $600,000 cash sign-on |
| Initial Equity | Options valued $10.5m; RSUs valued $3.5m (11/10/2021 price basis) |
| Severance | 2x (base + target bonus) over 24 months; 18 months healthcare (Company-paid) upon without Cause/Good Reason |
| CoC Equity | Time-vested stock awards accelerate at CoC (subject to plan assumptions/substitutions and double-trigger where applicable) |
| Profits Interests | 50% performance-vesting on 2.0x/2.5x MOIC at Holdings CoC; time-based portion accelerates at Holdings CoC |
| Restrictive Covenants | 2-year non-compete; non-solicit; confidentiality/IP; non-disparagement |
| Hedging/Pledging | Prohibited |
| Clawback | Adopted Sept 7, 2023 (Dodd-Frank) |
Performance & Track Record (context)
- Board and management oversaw growth initiatives and regulatory focus: acquisitions of two California PACE centers from ConcertoCare in FY2024; JV launched in Tampa with Tampa General Health in FY2025; prior JV in Orlando with Orlando Health in FY2024 .
- Annual bonus plan at target in FY2024/FY2025 indicates goals were set and achieved, consistent with execution progress .
Investment Implications
- Strong performance leverage: A substantial portion of Blair’s equity is performance-conditioned on absolute stock-price hurdles ($15/$21 VWAP) and sponsor return thresholds (MOIC at CoC), tightly aligning upside with value realization; monitor progress toward thresholds and any strategic transaction optionality .
- Transaction incentives: Profits Interests vest only upon a Holdings Change of Control with MOIC hurdles, increasing alignment with private equity sponsors’ exit economics; investors should remain alert to CoC-related catalysts .
- Governance and risk balance: Hedging/pledging ban and clawback reduce downside governance risk; however, InnovAge’s “controlled company” status and sponsor representation on the Compensation & Nominating Committee warrant continued monitoring of pay decisions and retention structures .
- Retention and selling pressure: Time-based vesting schedules for options/RSUs create continuous vesting through 2025–2028 (and option expiry in 2031), which can distribute potential selling over time; non-compete/non-solicit and robust severance reduce near-term retention risk .