DEF 14A of InnovAge Holding Corp.
Filed Oct 27, 2023 · FY20230001140361-23-049848
PROPOSAL 1 - ELECTION OF DIRECTORS
PROPOSAL 1 - ELECTION OF DIRECTORS Our Board recommends that the nominees below be elected as members of the Board at the Annual Meeting.
PROPOSAL 1 - ELECTION OF DIRECTORS
| | | | | Year | | | | Name | Class | Age | Position | Director Since | Current Term Expires | Expiration of Term For Which Nominated | | John Ellis Bush | III | 69 | Director | 2021 | 2023 | 2026 | | Ted Kennedy Jr. | III | 61 | Director | 2021 | 2023 | 2026 | | Patricia Fontneau | III | 61 | Director | 2023 | 2023 | 2026 |
PROPOSAL 1 - ELECTION OF DIRECTORS
Each nominee is currently a member of our Board and was recommended for re-election by the Compensation and Nominating Committee for consideration by the Board and our stockholders. If, before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat.
Continuing Directors
Continuing Directors Class I Directors (terms expiring at the annual meeting to be held in 2024) Andrew Cavanna began serving on our Board in March 2021. Mr. Cavanna has served as a Partner at Apax Partners on its healthcare team since 2017. Prior to joining Apax Partners, Mr. Cavanna spent eleven years at Vestar Capital Partners where he was a Managing Director and Co-Head of the Healthcare Sector. Mr. Cavanna previously served as chair of the board of directors of Eating Recovery Center, an eating disorder treatment center, and on the board of Keystone Peer Review Organization, Inc. (Kepro, now part of Acentra Health), a provider of care coordination and quality assurance services for government healthcare programs in the United States. Previously, Mr. Cavanna served as a member of the board for Institutional Shareholder Services from May 2014 to July 2017, and for Press Ganey Associates from March 2008 to October 2016, when the company was taken private. Earlier in his career, Mr. Cavanna worked at The Blackstone Group, JPMorgan Partners, and Merrill Lynch. Mr. Cavanna earned a Bachelor’s Degree from Cornell University and a Master of Business Administration from Columbia Business School. We believe Mr. Cavanna’s experience in finance and the healthcare industry qualifies him to serve as a director of our Board. Thomas Scully began serving on our Board in March 2021. Mr. Scully joined WCAS in 2004 and currently serves as a General Partner in the healthcare group. Mr. Scully currently serves on the board of directors and compensation committee of Select Medical Holdings Corp. (NYSE: SEM) and on the board of directors of Liberty Dental, The Health Management Academy, Tuesday Health, and EMERUS Holdings. Among other posts, Mr. Scully served in the White House and Office of Management and Budget as Health Advisor to President George H.W. Bush from 1989 to 1993, and as the Administrator of CMS from 2001 to 2004 under President George W. Bush. Mr. Scully previously served as a member of the board for Universal America Corp. from 2008 until its sale in 2016 and DaVita (NYSE: DVA) from 1997 to 2001, among others. Mr. Scully earned a Bachelor of Arts from the University of Virginia and a Juris Doctor from The Catholic University of America. We believe Mr. Scully’s expertise in legal and regulatory matters and experience serving on healthcare public company boards qualifies him to serve as a director of our Board. Marilyn Tavenner began serving on our Board in March 2021. Ms. Tavenner served as acting Administrator for the Centers for Medicare & Medicaid Services from 20 10 to 2013, and she was Administrator from 2013 to 2015. From 2015 to 2018, Ms. Tavenner was President and Chief Executive Officer of America's Health Insurance Plans, a national association representing insurers. Ms. Tavenner currently serves on the board of directors and as a member and chair of the quality and safety committee and governance committee, respectively, of Select Medical Holdings Corp. (NYSE: SEM). Additionally, Ms. Tavenner serves on the board of directors and member of the finance and compensation committee of Blue Cross Blue Shield of Arizona. Ms. Tavenner earned a Bachelor of Science in Nursing and a Master's in Health Administration from Virginia Commonwealth University. We believe Ms. Tavenner's expertise in healthcare and experience working with the Centers for Medicare & Medicaid Services qualifies her to serve as a director of our Board. Class II Directors (terms expiring at the annual meeting to be held in 2025) James G. Carlson, Chair, began serving as Chair and member of our Board in June 2022. Mr. Carlson served as director of Omnicare Inc. (NYSE: OCR) from 2013 through 2015 when the company was acquired by CVS Pharmacy, Inc. Prior to that, he was the Chief Executive Officer, President and Chairman of the Board of Amerigroup Corp., a multi-state managed healthcare company, from September 2007 through December 2012, retiring after Amerigroup merged with WellPoint Inc. (now known as Elevance Health, Inc. (NYSE: ELV)). He was Amerigroup’s President and Chief Operating Officer from 2003 to 2007. Prior to that, he was Executive Vice President of UnitedHealth Group, Inc. (NYSE: UNH) and President of its UnitedHealthcare business unit, which served more than ten million members in HMO and PPO plans nationwide. Mr. Carlson’s diverse experience also includes over 17 years with Prudential Financial, Inc. (NYSE: PRU) Mr. Carlson is a member of the board of directors PurFoods LLC, a home meal delivery service, and is co-founder of Guidon Partners. Mr. Carlson attended Morningside University and graduated from Rider University. We believe Mr. Carlson’s extensive experience in the healthcare industry, particularly his decades of experience in coordinate, value-based care, as well as his knowledge of corporate governance and his prior service in boards of public companies similar to the Company, qualify him to serve as a director of our Board. Richard Zoretic began serving on our Board in March 2021. Prior to his retirement in 2014, Mr. Zoretic served as Executive Vice President of WellPoint, Inc. and President of the company’s Government Business Division, a business encompassing WellPoint, Inc.’s Medicaid, Medicare, CareMore and Federal Employee Program businesses. Prior to joining WellPoint, Inc. Mr. Zoretic served as Chief Operating Officer of Amerigroup Corporation from 2007 to 2012, where he had overall responsibility for company operations including local health plans, medical management programs, provider networks, health care analytics, information technology and customer service operations. Mr. Zoretic currently serves on the board of directors, the compliance and quality committee and the audit committee of Molina Healthcare, Inc. (NYSE: MOH), in addition to the board of directors and audit committee of Aveanna Healthcare Holdings, Inc. (Nasdaq: AVAH). Mr. Zoretic earned a Bachelor of Science in Finance from Pennsylvania State University. We believe Mr. Zoretic’s expertise in healthcare operations and finance and experience working with public company boards qualify him to serve as a director of our Board. Teresa Sparks began serving on our Board in August 2023. Ms. Sparks served as the former Executive Vice President and Chief Financial Officer of Envision Healthcare, a leading provider of physician-led services and post-acute services, from October 2018 to August 2020. Prior to Envision, Ms. Sparks was the interim Chief Financial Officer at Brookdale Senior Living and, prior to that, she served as Executive Vice President and Chief Financial Officer of Surgery Partners, which acquired Symbion, Inc. in November 2014, until January 2018. Ms. Sparks also served in various positions with Symbion, including Senior Vice President and Chief Financial Officer. Ms. Sparks began her career as an auditor at Deloitte. Ms. Sparks currently serves on the board of directors of ATI Physical Therapy, Inc. (NYSE: ATIP), where she also serves as a member of the Audit Committee and Chair of the Healthcare Compliance Committee, and of Harrow Health, Inc. (Nasdaq: HROW), where she also serves a Chair of the Audit Committee and member of other committees. Ms. Sparks is a Certified Public Accountant (inactive) and earned a Bachelor of Science in in Accounting and Business Administration from Trevecca Nazarene University. We believe Ms. Sparks’ diverse experience in multiple sectors, including in financial services, life sciences, specialty pharmacy, healthcare services, and technology, as well as her decades working with large public and private companies that require sophisticated financial and accounting reporting and operate in highly regulated, healthcare-focused industries qualify her as a director of our Board.
Board Meetings and Committees
| 4. | appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the Compensation and Nominating committee; |
Board Meetings and Committees
| 5. | conducting the independence assessment outlined in Nasdaq rules with respect to any compensation consultant, legal counsel or other advisor retained by the Compensation and Nominating committee; |
Board Meetings and Committees
| 9. | reviewing and making recommendations to our Board with respect to director compensation; |
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION The following section provides compensation information pursuant to the scaled disclosure rules applicable to “emerging growth companies” and “smaller reporting companies” under the rules of the SEC and may contain statements regarding future individual and company performance targets and goals. These targets and goals should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts. We are currently considered an “emerging growth company” and “smaller reporting company” within the meaning of the Securities Act, for purposes of the SEC’s executive compensation disclosure rules. Accordingly, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year-End Table, as well as limited narrative disclosures regarding executive compensation for our last completed fiscal year.
Overview
Historically, the compensation of our Named Executive Officers has consisted of a base salary, annual cash bonus opportunities, long-term incentive compensation in the form of equity awards and other benefits, as described below. As described below, Named Executive Officers are also eligible to receive certain payments and benefits upon a termination of employment under certain circumstances in accordance with the terms of their employment agreements.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table summarizes the compensation paid to, awarded to, or earned by the Named Executive Officers for our last two most recently completed fiscal years.
2023 Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary(1) ($) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(5) ($) | Total ($) | | Patrick Blair, President and Chief Executive Officer | 2023 | 750,000 | — | — | — | 750,000 | — | 6,600 | 1,506,600 | | | 2022 | 437,500 | 1,037,500 | 2,910,745 | 3,281,629 | — | — | 6,100 | 7,673,474 | | Nicole D’Amato, Chief Legal Officer and Corporate Secretary | 2023 | 435,000 | 20,000 | 800,008 | — | 217,500 | — | 6,262 | 1,478,770 | | | 2022 | 410,208 | 264,875 | 913,047 | — | — | — | 8,865 | 1,596,995 | | Richard Feifer, Chief Medical Officer(6) | 2023 | 351,667 | — | 800,008 | — | 183,014 | — | 4,000 | 1,338,689 |
2023 Summary Compensation Table
| (1) Amounts in this column reflect the actual base salaries paid to our Named Executive Officers for fiscal years 2023 and 2022. |
2023 Summary Compensation Table
| (2) For fiscal year 2023, represents a discretionary transaction bonus. |
2023 Summary Compensation Table
| (3) For fiscal year 2023, the amounts shown represent the aggregate grant date fair value of restricted stock units granted to our Named Executive Officers, each calculated in accordance with FASB ASC Topic 718. See Note 10 to our audited financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2023 for a discussion of the assumptions made in the valuation of these awards. |
2023 Summary Compensation Table
| (4) The amounts reflect cash payments for fiscal year 2023 from the Company as annual incentive plan awards under the Company’s annual bonus plan pursuant to pre-established performance goals. |
2023 Summary Compensation Table
| (5) Amounts in this column for 2023 reflect the amount of Company contributions made in respect of fiscal year 2023 to each Named Executive Officer’s account under our 401(k) plan ($6,600 for Mr. Blair, $6,262 for Ms. D’Amato, and $4,000 for Dr. Feifer). |
2023 Summary Compensation Table
| (6) Dr. Feifer’s employment start date was August 15, 2022. |
Outstanding Equity Awards at 2023 Fiscal Year End
Outstanding Equity Awards at 2023 Fiscal Year End The following reflects information regarding outstanding equity-based awards held by the Named Executive Officers as of June 30, 2023.
Outstanding Equity Awards at 2023 Fiscal Year End
| | Option Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)(1) | | Patrick Blair | 12/1/2021(2) | 207,936 | 1,122,862 | 7.89 | 11/9/2031 | — | — | — | — | | | 12/1/2021(3) | — | — | — | — | 115,520 | 866,400 | — | — | | | 12/1/2021(4) | — | — | — | — | — | — | 258,767 | 1,940,753 | | Nicole D’Amato | 7/2/2021(5) | — | — | — | — | 20,733 | 155,500 | — | — | | | 2/4/2022(6) | — | — | — | — | 19,397 | 145,478 | — | — | | | 3/16/2022(7) | — | — | — | — | 22,625 | 169,689 | — | — | | | 8/15/2022(8) | — | — | — | — | 92,593 | 694,448 | — | — | | | 6/6/2023(9) | — | — | — | — | 52,152 | 391,140 | — | — | | Richard Feifer | 8/15/2022(8) | — | — | — | — | 92,593 | 694,448 | — | — | | | 6/6/2023(9) | — | — | — | — | 52,152 | 391,140 | — | — |
Outstanding Equity Awards at 2023 Fiscal Year End
| (1) Amounts reported are based on the fair market value of our common stock on the last day of the fiscal year ended June 30, 2023 ($7.50). |
Outstanding Equity Awards at 2023 Fiscal Year End
| (2) Represents an award of 1,330,798 stock options that vest as follows: (i) 41(2)∕3% of the stock options subject to the award are subject to the following vesting conditions: (A) 25% vested on the first anniversary of December 1, 2021, and (B) an additional 6.25% will vest at the end of each three-month period thereafter, such that the time-vesting portion of the award is fully vested on the fourth anniversary of December 1, 2021; (ii) 41(2)∕3% of the stock options subject to the award will vest on the first date as of which the volume-weighted average price of a share of stock over the 90-consecutive trading day period ending on such date equals or exceeds $15 per share; and (iii) 16(2)∕3% of the stock options subject to the award will vest on the first date as of which the volume-weighted average price of a share of stock over the 90-day consecutive trading period ending on such date equals or exceeds $21 per share. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (3) Represents restricted stock units granted on December 1, 2021 that vest (i) 25% on the first anniversary of December 1, 2021; and (ii) an additional 6.25% at the end of each three-month period thereafter, such that the award is fully vested on the fourth anniversary of December 1, 2021. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (4) Represents restricted stock units granted on December 1, 2021 that vest as follows: (i) 184,833 of the restricted stock units will vest on the first date as of which the volume-weighted average price of a share of stock over the 90-day consecutive trading day period ending on such date equals or exceeds $15 per share; and (ii) 73,933 of the restricted stock units will vest on the first date as of which the volume-weighted average price of share of stock over the 90-day consecutive trading day period ending on such date equals or exceeds $21 per share. The actual number of shares that will vest pursuant to the restricted stock units is not yet determinable. The number of shares reported in the table reflect amounts based on threshold performance. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (5) Represents restricted stock units granted on July 2, 2021, 50% of which vest in equal installments on each of the first three anniversaries of July 2, 2021, and 50% of which vested in full on the second anniversary of July 2, 2021. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (6) Represents restricted stock units granted on February 4, 2022, 50% of which vest in equal installments on each of the first three anniversaries of July 2, 2021, and 50% of which vested in equal installments on each of the first two anniversaries of July 2, 2021. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (7) Represents restricted stock units granted on March 16, 2022, 50% of which vest in equal installments on each of the first three anniversaries of July 2, 2021, and 50% of which vested in equal installments on each of the first two anniversaries of July 2, 2021. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (8) Represents restricted stock units granted on August 15, 2022, which vest in equal installments on each of the first three anniversaries of August 15, 2022. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (9) Represents restricted stock units granted on June 6, 2023, which vest in equal installments on each of the first three anniversaries of June 6, 2023. |
Outstanding Equity Awards at 2023 Fiscal Year End
Profits Interests During fiscal year 2021, following the consummation of the Apax Transaction, certain of our executives received awards of Profits Interests of our parent at the time, TCO Group Holdings, L.P. (“TCO Group Holdings”), pursuant to the 2020 Equity Incentive Plan, which are intended to be treated as “profits interests” for U.S. federal income tax purposes. The 2020 Equity Incentive Plan is administered by the board (the “Administrator”) of TCO Group Holdings. The Administrator has the authority to administer and interpret the 2020 Equity Incentive Plan, to determine individuals eligible for any grant of the Profits Interests, to determine, alter, amend, modify or waive the terms and conditions of any award of Profits Interests and to prescribe the purchase price or Hurdle Amount (as defined in the 2020 Equity Incentive Plan) applicable to any award of Profits Interests. Following our fiscal year end, on August 30, 2023, Mr. Blair received a grant of 1,100,000 Profits Interests. Fifty percent of such Profits Interests are subject to time-based vesting, vesting annually in substantially equal installments over four years on the first four anniversaries of the vesting commencement date. The remaining 50% of such Profits Interests are subject to performance-based vesting, and will vest as to (i) 33% if, upon the consummation of a Change of Control (as defined below), Ignite Aggregator LP, the vehicle through which Apax Partners holds its investment in TCO Group Holdings (the “Apax Investor”), achieves a multiple on invested capital (as calculated pursuant to the Second Amended and Restated Limited Partnership Agreement of TCO Group Holdings) (“MOIC”) equal to at least two times; and (ii) 100% if, upon the consummation of a Change of Control, the Apax Investor achieves a MOIC equal to at least two and one-half times, in each case, subject to continued employment through the date of such Change of Control. None of the performance-based Profits Interests will vest if the Apax Investor achieves a MOIC less than two times as of a Change of Control. The time-based Profits Interests are subject to (A) pro-rata vesting upon a termination without “cause,” due to death or disability or for “good reason” (each as defined in Mr. Blair’s employment agreement) that occurs prior to the one-year anniversary of the vesting commencement date, and (B) 100% acceleration upon a Change of Control, subject to continued service through such date. The performance-based Profits Interests will remain eligible to vest following a termination without “cause,” due to death or disability or for “good reason” (in each case pursuant to the terms of the employment agreement) that occurs within the 120-day period preceding the execution of a definitive agreement that ultimately results in a Change of Control. Change of Control is defined as (a) the sale of all or substantially all of the assets (including shares of common stock of the Company) of TCO Group Holdings and its subsidiaries on a consolidated basis to unaffiliated parties, (b) a merger, reorganization, consolidation or other similar corporate transaction of TCO Group Holdings as a result of which, unaffiliated parties beneficially own a majority of the outstanding voting securities, and rights to the majority of the residual economic interests in the common equity, of a successor entity, or (c) the acquisition of a majority of the outstanding voting securities, and rights to the majority of the residual economic interests in the common equity, of TCO Group Holdings by unaffiliated parties.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Severance Benefits We are party to employment agreements with all of our Named Executive Officers, which provide for at-will employment, subject to the severance entitlements described below, and set forth each Named Executive Officer’s initial annual base salary and target annual bonus opportunity (with the rate of each for fiscal year 2023 set forth above), among other terms and conditions. The employment agreements provide that, upon termination of a Named Executive Officer’s employment by us for any reason other than for “cause,” or by the Named Executive Officer for “good reason,” each as defined therein and summarized below, subject to the Named Executive Officer’s execution, delivery and non-revocation of a general release of all claims in favor of the Company, the Named Executive Officer is entitled to severance. For Mr. Blair, severance consists of (i) a pro-rata portion of his annual bonus, based on actual performance, (ii) 24 months of base salary continuation, (iii) two times the amount of his target annual bonus for the year in which termination occurs, paid in substantially equal installments over the 24-month period following termination, and (iv) continued payment of premiums required to be paid for his continued participation in the Company’s health care benefit plan for a period of 18 months following termination unless Mr. Blair becomes employed by another company and eligible for coverage under such company’s health care plans. For Ms. D’Amato and Dr. Feifer, severance consists of (i) 12 months of continued base salary payments, (ii) an amount equal to the Named Executive Officer’s target bonus, and (iii) continued payment of premiums required to be paid for the Named Executive Officer’s continued participation in the Company’s health care benefit plan for a period of 12 months following termination unless the Named Executive Officer becomes employed by another company and eligible for coverage under such company’s health care plans. Under the employment agreements, “cause” generally means any of the Named Executive Officer’s: (i) failure to perform his or her duties and responsibilities to the Company or any of its affiliates that are consistent with the Named Executive Officer’s title and authorities; (ii) material breach of any of the provisions of the employment agreement or any other written agreement between the Named Executive Officer and the Company or any of its affiliates, resulting in material harm to the Company or any of its affiliates; (iii) material breach of any fiduciary duty that the Named Executive Officer has to the Company or any of its affiliates; (iv) gross negligence, intentional misconduct or unethical or improper behavior resulting in material harm to the business, interests or reputation of the Company or any of its affiliates; (v) commission of a felony or other crime involving moral turpitude; (vi) commission of conduct involving fraud, embezzlement, sexual harassment, material misappropriation of property or other substantial misconduct with respect to the Company or any of its affiliates; (vii) intentional or willful failure to comply with applicable PACE, Medicare or Medicaid rules or regulations; or (viii) failure to comply with the Company’s Code of Conduct or Corporate Compliance Program. Under Mr. Blair’s employment agreement, “good reason” generally means the occurrence of any of the following without his written consent: (i) a material reduction in his base salary (unless such reduction affects all similarly situated employees of the Company on a proportionate basis); (ii) a requirement that he relocate to a location more than 50 miles from the location where he is then providing services (provided, that, a relocation shall not include: (A) Mr. Blair’s travel for business in the course of performing his duties for the Company or any of its affiliates, (B) Mr. Blair working remotely or (C) the Company or any of its affiliates requiring Mr. Blair to report to the office within Mr. Blair’s principal place of employment (instead of working remotely)); (iii) a material diminution in the nature or scope of Mr. Blair’s duties, authority and/or responsibilities; or (iv) a material breach by the Company of (A) any of the terms of the employment agreement or (B) any other material written agreement between the Company and Mr. Blair. Under Ms. D’Amato’s employment agreement, “good reason” generally means the occurrence of any of the following without her written consent: (i) a material reduction in her base salary (unless such reduction affects all similarly situated employees of the Company on a proportionate basis); (ii) a requirement that she relocate to a location more than 50 miles from the location where she is then providing services (provided, that, a relocation shall not include: (A) Ms. D’Amato’s reasonable and necessary travel for business in the course of performing her duties for the Company or any of its affiliates, or (B) Ms. D’Amato working remotely (provided that she otherwise remains available during business hours and fulfills all of her duties and obligations); (iii) a material diminution in the nature or scope of Ms. D’Amato’s duties, authority and/or responsibilities; or (iv) a material breach by the Company of (A) any of the terms of the employment agreement or (B) any other material written agreement between the Company and Ms. D’Amato. Under Dr. Feifer’s employment agreement, “good reason” generally means the occurrence of any of the following without his written consent: (i) a material reduction in his base salary (unless such reduction affects all similarly situated employees of the Company on a proportionate basis); (ii) a requirement that he relocate to a location more than 50 miles from Simsbury, Connecticut where he is providing services (provided, that a relocation will not include Dr. Feifer’s travel for business in the course of performing his duties for the Company or any of its affiliates); (iii) a material diminution in the nature or scope of Dr. Feifer’s duties, authority and/or responsibilities, which does not include a change of reporting structure; or (iv) a material breach by the Company of (A) any of the terms of the employment agreement or (B) any other material written agreement between the Company and Dr. Feifer. Each Named Executive Officer is subject to non-competition, non-interference, non-solicitation and non-hire covenants during employment and for 24 months (in the case of Mr. Blair) or 12 months (in the case of Ms. D’Amato and Dr. Feifer) thereafter, as well as perpetual confidentiality and assignment of inventions covenants (provided that, with respect to Ms. D’Amato, the non-competition covenant will not restrict her practice of law after termination). Profits Interests The time-vesting Profits Interests granted to Mr. Blair after fiscal year end are subject to (A) pro-rata vesting upon a termination without Cause, due to death or Disability or for Good Reason (in each case, as defined in his employment agreement) that occurs prior to the one-year anniversary of the vesting commencement date, and (B) 100% acceleration upon a Change of Control (as defined in the 2020 Equity Incentive Plan), and the performance-vesting Profits Interests remain eligible to vest for 120 days following a termination without Cause, due to death or Disability or for Good Reason that precedes the execution of a definitive agreement that ultimately results in a Change of Control. Stock Options and Restricted Stock Units Pursuant to Mr. Blair’s award agreements, the time-vesting stock options and restricted stock units are subject to 100% acceleration upon a Change of Control (as defined in the Plan), provided Mr. Blair has not experienced a termination prior to the Change in Control.
Director Compensation
Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board during fiscal year 2023. Non-employee directors, other than directors affiliated with the Principal Shareholders, are entitled to, (i) a cash payment in the amount of $100,000 per year, paid quarterly, in respect of service as a member of the Board and its committees; and (ii) if applicable, each chairperson of a committee is entitled to an additional cash payment in the amount of $20,000 per year, paid quarterly, and if applicable, the Chair of the Board is entitled to an additional cash payment of $100,000 per year, paid quarterly. In addition, non-employee directors, other than directors affiliated with the Principal Shareholders, joining in 2023 and thereafter are entitled to an annual incentive equity award, with a grant date fair value of $100,000, provided in the form of restricted stock units settled in shares of common stock of the Company, vesting in full on the first anniversary of the grant date, subject to the director’s continued service on the Board through such vesting date. We also reimburse our non-employee directors for their business expenses incurred in connection with their performance of services.
2023 Director Compensation
2023 Director Compensation
2023 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | John Ellis Bush | 100,000 | — | 100,000 | | Ted Kennedy, Jr. | 100,000 | — | 100,000 | | Marilyn Tavenner | 120,000 | — | 120,000 | | Richard Zoretic | 120,000 | — | 120,000 | | James Carlson | 200,000 | — | 200,000 | | Patty Fontneau | 25,000 | 100,000 | 125,000 | | Andrew Cavanna(2) | — | — | — | | Caroline Dechert(2)(3) | — | — | — | | Pavithra Mahesh(2)(3) | — | — | — | | Thomas Scully(2) | — | — | — | | Sean Traynor(2)(4) | — | — | — |
2023 Director Compensation
| (1) Amounts in this column reflect the aggregate grant date fair value of restricted stock units awarded to Ms. Fontneau on April 17, 2023, computed in accordance with FASB ASC Topic 718. See Note 10 to our audited financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2023 for a discussion of the assumptions made in the valuation of these awards. Ms. Fontneau was appointed to the Board on March 29, 2023. |
2023 Director Compensation
| (2) As nominees of our Principal Shareholders, Mr. Cavanna, Ms. Dechert, Ms. Mahesh, Mr. Scully and Mr. Traynor received no compensation for service as directors. |
2023 Director Compensation
| (3) On March 29, 2023, Ms. Dechert and Ms. Mahesh resigned from their positions as members of the Board. |
2023 Director Compensation
| (4) On August 8, 2023, Mr. Traynor resigned from his position as a member of the Board. |