Ted Kennedy, Jr.
About Ted Kennedy, Jr.
Ted Kennedy, Jr. (age 64 as of October 14, 2025) is an independent Class III director of InnovAge Holding Corp. (INNV), serving since March 2021, with his current term expiring at the annual meeting to be held in 2026 . He is a Partner at Epstein Becker Green in the healthcare and life sciences practice (since 2014), a former Connecticut State Senator (2015–2019), and past Chair of the American Association of People with Disabilities (AAPD) (2017–2021; currently Immediate Past Chair), bringing legal, regulatory, and healthcare industry expertise to the Board . The Board has affirmatively determined he is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Epstein Becker Green | Partner, Healthcare & Life Sciences Practice | 2014–Present | Advises on healthcare legal and regulatory matters |
| Connecticut General Assembly | State Senator | 2015–2019 | Legislative experience in state healthcare policy |
| American Association of People with Disabilities (AAPD) | Chair; Immediate Past Chair | Chair: 2017–2021; Currently Immediate Past Chair | Governance of disability advocacy; continued board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arvinas, Inc. (Nasdaq: ARVN) | Director | Current | Biopharmaceutical sector directorship |
Board Governance
- Committee assignments: Compensation & Nominating Committee member; not on Audit or Quality & Compliance .
- Independence: Identified by the Board as independent (along with other directors) per Nasdaq rules; Audit Committee requires heightened independence (Kennedy is not on Audit) .
- Attendance and engagement: FY2025 Board held 4 meetings; Audit (6), Compensation & Nominating (3), Quality & Compliance (3). All directors attended at least 75% of aggregate meetings in FY2025 except Chair James G. Carlson (71%); Kennedy met the ≥75% threshold. All directors then in office attended the December 5, 2024 annual meeting .
- Controlled company considerations: INNV is a “controlled company” under Nasdaq rules and relies on exemptions from certain governance requirements (e.g., majority independent board, fully independent compensation committee, independent nominating process) . Principal Shareholders retain committee seat rights and nomination rights via the Director Nomination Agreement, potentially shaping committee composition and board processes .
- Board leadership: Independent Chair separate from CEO; chair ensures executive sessions and robust oversight of regulatory strategy and risk mitigation .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | FY2025 | Paid quarterly; for Board and committee service |
| Committee chair fee | $0 | FY2025 | Not a chair; committee chairs receive $20,000 |
| Board Chair premium | $0 | FY2025 | Chair premium is $100,000; not applicable to Kennedy |
| Meeting fees | $0 | FY2025 | Not disclosed; structure based on annual retainers |
- FY2025 total Board compensation (Kennedy): Cash $100,000; Stock awards $100,000; Total $200,000 .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Schedule | Vest Date/Status |
|---|---|---|---|---|---|
| Annual RSU award (FY2025) | September 5, 2024 | 19,841 (unvested as of 6/30/2025) | $100,000 | Annual director RSUs vest on specified dates; for Messrs. Bush, Kennedy, Zoretic, Ms. Tavenner granted 9/5/2024 | Vested July 1, 2025 |
| Profits Interests (Holdings Incentive Plan) | September 22, 2020 (as disclosed for directors) | 91,000 (fully vested) | N/A (fair value not disclosed) | 25% vesting on each of first four anniversaries of grant date | Fully vested as of 6/30/2025 |
- RSU valuation is computed per FASB ASC 718; director stock awards valued at grant date; Kennedy’s FY2025 RSU grant vest date was July 1, 2025 .
Other Directorships & Interlocks
| Company | Ticker | Role | Committees | Potential Interlock/Conflict |
|---|---|---|---|---|
| Arvinas, Inc. | ARVN | Director | Not disclosed in INNV proxy | No interlocks or transactions with INNV disclosed |
- Principal Shareholders (Apax/WCAS) control INNV via TCO Group Holdings, L.P., with nomination and committee seat rights; Kennedy is not identified as an affiliate of Principal Shareholders, but he holds fully vested Profits Interests under the Holdings plan alongside other non-employee directors .
Expertise & Qualifications
- Legal and regulatory expertise in healthcare, including Medicare/Medicaid regulatory landscapes, and broad industry experience relevant to INNV’s compliance-focused operations .
- Formal education: BA (Wesleyan University), Master’s in Environmental Studies (Yale University), JD (University of Connecticut) .
- Public service and advocacy leadership informing governance and stakeholder perspectives (CT State Senator; AAPD leadership) .
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 42,841 | October 14, 2025 | Less than 1% of shares outstanding (135,681,431) |
| Unvested RSUs | 19,841 | June 30, 2025 | Vested July 1, 2025 |
| Profits Interests (Holdings) | 91,000 (fully vested) | June 30, 2025 | Profits Interests under Holdings Incentive Plan |
| Hedging/pledging | Prohibited | Policy in effect | Insider Trading Policy restricts hedging and pledging of Company securities |
Governance Assessment
- Independence and attendance: Kennedy is affirmatively independent and met INNV’s ≥75% attendance benchmark in FY2025; he also attended the 2024 annual meeting, supporting board effectiveness and engagement .
- Committee role: Serves on Compensation & Nominating Committee; given INNV’s controlled company status, the committee includes Principal Shareholder designees (Apax/WCAS), which may influence compensation and nomination outcomes; Kennedy’s independent perspective is a counterbalance within this structure .
- Alignment and incentives: Receives a straightforward director pay mix (50% cash/$100k, 50% RSUs/$100k) and holds INNV equity via RSUs, supporting alignment; hedging/pledging prohibitions further reinforce alignment .
- Potential conflicts and RED FLAGS:
- Controlled company exemptions and Principal Shareholders’ rights to nominate directors and maintain committee seats could constrain fully independent governance processes, including compensation and nominations. RED FLAG: controlled company reliance and committee representation by affiliates .
- Profits Interests in Holdings: Kennedy (and certain directors) hold fully vested Profits Interests tied to the private investment vehicle controlling INNV; while this may enhance alignment with majority owners, it could create misalignment with minority shareholders if incentives diverge. RED FLAG: director-level Profits Interests in controlling shareholder vehicle .
- Ownership: Kennedy’s beneficial ownership is less than 1%, with RSUs and prohibitions on hedging/pledging; no pledging is permitted under policy, mitigating alignment risks .
- Related-party transactions: INNV discloses robust related-party approval policies (Audit Committee oversight) and principal shareholder agreements; no specific related-party transaction involving Kennedy is disclosed for FY2025–FY2024 in the proxy .