Thomas Scully
About Thomas Scully
Thomas Scully (age 67) has served on InnovAge Holding Corp.’s Board since March 2021. He is a General Partner in the healthcare group at Welsh, Carson, Anderson & Stowe (WCAS), and previously served as Administrator of the Centers for Medicare & Medicaid Services (CMS) from 2001–2004 and Health Advisor at the White House/OMB under President George H.W. Bush from 1989–1993. He holds a B.A. from the University of Virginia and a J.D. from The Catholic University of America .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CMS | Administrator | 2001–2004 | Led national Medicare/Medicaid administration; regulatory oversight |
| White House/OMB | Health Advisor to President George H.W. Bush | 1989–1993 | Budget and policy guidance on federal health programs |
| DaVita (NYSE: DVA) | Director | 1997–2001 | Board oversight at dialysis provider |
| Universal American Corp. | Director | 2008–2016 (until sale) | Board oversight at Medicare-focused insurer |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WCAS | General Partner (Healthcare) | 2004–present | Sponsor oversight; portfolio governance |
| Select Medical (NYSE: SEM) | Director; Compensation Committee | Current | Executive pay oversight at post-acute provider |
| Liberty Dental | Director | Current | Dental benefit administrator oversight |
| The Health Management Academy | Director | Current | Health system leadership network governance |
| Tuesday Health | Director | Current | Post-acute/health services governance |
| EMERUS Holdings | Director | Current | Micro-hospital operations oversight |
Board Governance
- Class I Director, term expiring at the annual meeting to be held in 2027 .
- Committee assignments: Compensation & Nominating Committee (member) and Quality & Compliance Committee (member); not a chair of any committee .
- Independence: InnovAge is a “controlled company” under Nasdaq rules. The Board affirmed independence for seven directors; Mr. Scully is not listed among independent directors, consistent with his affiliation to Principal Shareholders (WCAS) .
- Attendance/engagement: In FY2025, the Board met 4 times; Audit 6; Compensation & Nominating 3; Quality & Compliance 3. Each director attended at least 75% of aggregate Board and applicable committee meetings, except the Chair (James Carlson) at 71%. Scully met the ≥75% threshold .
- Controlled company structure: Principal Shareholders hold consent and designation rights (Director Nomination Agreement), including one seat on each Board committee while they have nomination rights, elevating sponsor influence over governance composition .
Fixed Compensation (Director)
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual Board/committee cash retainer | $0 | Affiliates of Principal Shareholders (including Scully) receive no director cash compensation . |
| Committee chair fee | N/A | Not a chair . |
| Chair of the Board fee | N/A | Applies only to Chair (James Carlson) . |
Performance Compensation (Director)
| Equity Award (FY2025) | Grant Date | Grant Value | Vesting | Received? |
|---|---|---|---|---|
| Annual RSU grant for non-employee directors | Sep 2024 (various) | $100,000 | Single-date vesting (varies by director); or by July 1, 2025 | Not for Scully (affiliated with Principal Shareholders) . |
- InnovAge prohibits hedging and pledging of Company securities by directors, officers, and employees, supporting alignment with long-term shareholder interests .
Other Directorships & Interlocks
- Scully’s current roles at SEM, Liberty Dental, EMERUS, and other health services entities position him within provider networks adjacent to InnovAge’s PACE operations. While no specific related-party transactions are disclosed with these entities, Principal Shareholders maintain registration rights and committee seat rights, reinforcing sponsor-linked interlocks at InnovAge .
Expertise & Qualifications
- Regulatory, legal, and healthcare operations expertise: Former CMS Administrator; White House/OMB health advisor; extensive service on healthcare public company boards (e.g., SEM; prior DaVita, Universal American) .
- Governance and compensation oversight: Member of InnovAge’s Compensation & Nominating and Quality & Compliance Committees; Compensation Committee experience at Select Medical .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Thomas Scully | 100,000 | <1% |
| TCO Group Holdings, L.P. (Principal Shareholders vehicle) | 112,988,070 | 83.3% |
- Governance influence: The LP Board controlling TCO Group Holdings’ voting/dispositive power includes Thomas Scully among WCAS designees; the LP Board acts by majority including one WCAS and one Apax designee, underscoring sponsor-led control mechanics .
- Ownership policies: Hedging and pledging are prohibited per Insider Trading Policy .
Board Committee Details (Scully)
| Committee | Role | Scope |
|---|---|---|
| Compensation & Nominating | Member | CEO pay goals, executive/director compensation, clawback policy, governance guidelines, nominations, consultant independence reviews . |
| Quality & Compliance | Member | Oversight of healthcare compliance programs, regulatory risk, quality systems, investigations and complaint procedures . |
Director Compensation Context (Board)
| Director | Fees Earned (Cash) | Stock Awards (Grant-Date Value) | Total |
|---|---|---|---|
| Thomas Scully | — | — | — (affiliated; no director comp) |
Governance Assessment
- Strengths: Deep federal healthcare regulatory experience; active roles on compliance and compensation committees; Board operates with separated Chair/CEO and regular executive sessions; clawback policy adopted compliant with Nasdaq Rule 5608; prohibition on hedging/pledging .
- Risks/RED FLAGS: Controlled company relying on Nasdaq governance exemptions; Principal Shareholders’ nomination and committee-seat rights; Scully’s non-independent status and WCAS affiliation while serving on compensation and quality oversight committees may reduce perceived independence of pay and compliance oversight; sponsor-controlled LP Board exercises voting power over 83.3% stake .
- Related-party exposure: Governance agreements (Director Nomination and Registration Rights) formalize sponsor influence; Audit Committee reviews and must approve related-party transactions; no specific Scully-related transactions beyond sponsor governance rights disclosed .
Insider Trades (Monitoring)
- No Form 4 transactions were found for “Thomas Scully” at INNV between Jan 1, 2024 and Nov 20, 2025 (Insider-trades skill query output file: /tmp/insider_trades_20251120_002057.json).
Attendance Snapshot (FY2025)
| Body | Meetings Held | Scully Attendance |
|---|---|---|
| Board of Directors | 4 | ≥75% (all directors met ≥75% except Chair) |
| Compensation & Nominating | 3 | Member; ≥75% |
| Quality & Compliance | 3 | Member; ≥75% |
Notes on Controlled Company and Sponsor Rights
- Controlled Company: InnovAge relies on exemptions from Nasdaq’s majority-independent Board and fully independent compensation/nomination committee requirements .
- Director Nomination Agreement: Principal Shareholders retain scaled nomination rights and guaranteed committee representation while eligible, plus consent rights over Board size changes .
- Registration Rights: Principal Shareholders can demand registration and participate in offerings; InnovAge bears certain expenses, framing liquidity pathways for the controlling holders .
Overall, Thomas Scully brings heavyweight regulatory and boardroom expertise; however, his WCAS affiliation and InnovAge’s controlled-company structure create governance optics and potential conflicts in compensation and compliance oversight that investors should weigh against the benefits of sponsor-backed discipline and resources .