Richard Zoretic
About Richard Zoretic
Independent Class II director (age 67 as of October 14, 2025) serving on InnovAge’s Board since March 2021. Former EVP of WellPoint, Inc. (now Elevance Health) and President of its Government Business Division; prior COO of Amerigroup Corporation (2007–2012). Designated audit committee financial expert; B.S. in Finance from Pennsylvania State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WellPoint, Inc. (Elevance Health) | EVP; President, Government Business Division | Through 2014 (retired in 2014) | Oversight of Medicaid, Medicare, CareMore, FEP businesses |
| Amerigroup Corporation | Chief Operating Officer | 2007–2012 | Oversaw operations: health plans, medical management, provider networks, analytics, IT, customer service |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Molina Healthcare, Inc. (NYSE: MOH) | Director | Current | Chair, Compliance & Quality; Member, Audit |
| Aveanna Healthcare Holdings, Inc. (Nasdaq: AVAH) | Director | 2017–June 2024 | Audit Committee |
Board Governance
- Committee assignments: Audit Committee member; Board-designated audit committee financial expert under Item 407(d)(5)(ii). Audit Chair is Teresa Sparks; other Audit members include Marilyn Tavenner .
- Independence: Board affirmed Zoretic as independent under Nasdaq rules; meets heightened independence for audit committee (Rule 10A-3) .
- Attendance: In FY2025, each director attended ≥75% of Board and committee meetings (except Chair James Carlson at 71%); all directors attended the Dec 5, 2024 annual meeting .
- Tenure/class/term: Class II director since 2021; current term expired 2025; nominated for a term expiring 2028 .
- Controlled company context: InnovAge is a “controlled company” under Nasdaq; relies on certain exemptions. Principal Shareholders have board/committee designation rights via a Director Nomination Agreement (committee seat rights while ownership thresholds met) .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual Board retainer (cash) | $100,000 | $100,000 |
| Committee chair fees | None (not a chair) | None (not a chair) |
| Chair of Board fee | N/A | N/A |
| Meeting fees | Not disclosed | Not disclosed |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU (FY2025) | Sep 5, 2024 | 19,841 unvested as of Jun 30, 2025 | $100,000 | Vested Jul 1, 2025 (subject to continued service) | Time-based; no performance metrics |
| Holdings Profits Interests | Sep 22, 2020 (grant date referenced) | 91,000 (fully vested as of Jun 30, 2025) | Not stated | 25% annually on each of first 4 anniversaries | Legacy interests under TCO Group Holdings L.P. plan |
Other Directorships & Interlocks
| Company | Sector | Overlap/Interlock Considerations |
|---|---|---|
| Molina Healthcare (MOH) | Managed care payor | Potential information flow from payor perspective; not a direct competitor to PACE operations but adjacent reimbursement/regulatory oversight experience . |
| Aveanna Healthcare (AVAH) | Home health/pediatric services | Prior oversight experience in healthcare services; ended June 2024 . |
Expertise & Qualifications
- Healthcare operations and finance; deep experience across Medicaid/Medicare and regulated environments; public company board service .
- Audit committee financial expert designation; finance degree (Penn State) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Unvested RSUs | Profits Interests | Hedging/Pledging |
|---|---|---|---|---|---|
| Richard Zoretic | 68,494 | <1% | 19,841 as of Jun 30, 2025 | 91,000 (fully vested) | Company prohibits hedging and pledging by directors/officers/employees |
Governance Assessment
- Strengths: Independent director; audit committee financial expert; consistent attendance ≥75%; external board roles (MOH audit/quality chair) add compliance and risk oversight depth—valuable for InnovAge’s regulatory posture .
- Alignment: Shift from cash-only (FY2024) to cash+equity (FY2025) improves director-shareholder alignment; RSU vesting tied to service enhances retention without lowering performance hurdles for directors .
- Controlled company risk: Principal Shareholders retain significant nomination and committee rights; while Zoretic is independent, overall governance protections are reduced versus non-controlled issuers—ongoing investor monitoring warranted .
- Potential conflicts: Legacy, fully vested Profits Interests under Holdings Incentive Plan (TCO Group Holdings L.P.) could align directors with sponsor economics in change-of-control scenarios; transparency is provided, but investors should assess incentive symmetry with public shareholders in strategic events .
- Policy safeguards: Strict prohibition on hedging/pledging supports alignment; no related-party transactions disclosed involving Zoretic; Section 16 compliance noted company-wide with exceptions not involving Zoretic .
RED FLAGS (monitoring):
- Controlled company exemptions impacting independence composition and nominations; sponsor committee seat rights persist at ownership thresholds .
- Sponsor-linked Profits Interests for certain directors (including Zoretic) may create perceived bias in sale/transaction decisions—evaluate board process rigor in potential strategic alternatives .
Compensation Structure Analysis (Directors):
- Year-over-year: FY2024 cash-only for Zoretic ($100k); FY2025 added $100k RSUs with time-based vesting—more equity-heavy mix, improving alignment, no performance metric easing disclosed .
- No discretionary or special fees identified for Zoretic; committee chair fees apply only to chairs ($20k), which he is not .
Independence status, attendance, and engagement summary:
- Independent under Nasdaq; heightened independence for audit committee; attended ≥75% of meetings; present at annual meeting (Dec 5, 2024) .
Committee assignments, chair roles, and expertise:
- Audit Committee member; Audit financial expert; no chair roles held by Zoretic (Audit chaired by Sparks) .
Director compensation mix and ownership alignment:
- Cash: $100k; Equity: $100k RSUs in FY2025; unvested RSUs 19,841 at June 30, 2025; beneficial ownership 68,494 shares; prohibition on hedging/pledging .
Potential conflicts or related-party exposure:
- No Zoretic-specific related-party transactions disclosed; governance framework routes related-party approvals through Audit Committee policies .