InnovAge Holding Corp. appointed Patrick Blair as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


On January 1, 2022, Maureen Hewitt, Chief Executive Officer ("CEO") and a member of the Board of Directors (the "Board") of InnovAge Holding Corp. (the "Company"), resigned from her positions as CEO and director, effective immediately. Upon such resignation, the Board appointed Patrick Blair, President of the Company, to serve as President and CEO, effective immediately.


Appointment of Patrick Blair


Mr. Blair, age 50, has served as the Company's President since November, 2021. Mr. Blair joined the Company from BAYADA Home Health Care, where he was the Group President responsible for overall quality and financial performance of the Home Health, Hospice and Personal Care businesses. Mr. Blair joined BAYADA in August 2020. Prior to BAYADA, Mr. Blair was Senior Vice President for Commercial Business Segments at Anthem, Inc., one of the nation's largest and most diversified health benefit providers. There, he led the Individual, Small Group and Large Group business segments where he was responsible for driving profitable growth. During his tenure at Anthem, Inc., he also served as Chief Marketing Officer. Mr. Blair was with Anthem, Inc. from December 2012 to July 2020. Prior to that, Mr. Blair was with Amerigroup Corporation from 2004 to December 2012 and served in a number of leadership roles, including Chief Marketing and Business Development Officer and Chief Executive Officer of Specialty Products. Mr. Blair started his career at Ernst & Young LLP and Deloitte Consulting serving the nation's leading provider and payer healthcare organizations. Mr. Blair earned a Bachelor's degree in economics from Indiana University Bloomington, a Master's of Health Care Administration and Management from Indiana University-Purdue University Indianapolis and a Master's of Business Administration from Henley Business School.


Mr. Blair previously entered into an employment agreement with the Company in connection with his appointment as President, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on November 12, 2021, and remains in effect.


Resignation of Maureen Hewitt


In connection with Ms. Hewitt's resignation, Ms. Hewitt and the Company entered into a Separation Letter Agreement (the "Separation Letter"), dated as of January 1, 2022, which confirms the terms of Ms. Hewitt's separation and the amounts due by the Company under the Employment Agreement, dated as of October 30, 2015 (the "Employment Agreement"). Pursuant to the Separation Letter, the Company is obligated to pay any accrued but unpaid wages and an amount in respect of any accrued by unused paid time off, in a lump sum immediately upon separation. In addition, subject to Ms. Hewitt's delivery, execution and non-revocation of a general release of claims in favor of the Company within 60 days of separation, and Ms. Hewitt's compliance with her existing restrictive covenants, and in full consideration of any payments or benefits due under the Employment Agreement, the Company will pay Ms. Hewitt (i) an amount equal to $2,677,147.20, which represents 24 months of base salary and 1.5 times Ms. Hewitt's annual bonus at the target amount; (ii) a pro-rata portion of the annual bonus, if any, earned for the fiscal year 2022; (iii) reimbursement of reasonable legal fees in connection with the entry into the Letter Agreement and other agreements related to the separation, up to $20,000; and (iv) payment of premiums for healthcare coverage through the federal law commonly known as "COBRA" for 24 months post-termination. Payment of the separation benefits previously described will commence on the first payroll date immediately following the expiration of 60 days from separation. In addition, subject to Ms. Hewitt's delivery, execution and non-revocation of the general release, 496,536.78 vested Class B units of TCO Group Holdings, L.P. (the Company's principal shareholder) held by Ms. Hewitt will remain outstanding. Pursuant to the Separation Letter, Ms. Hewitt has agreed with the Company that Ms. Hewitt will assist and cooperate with the Company in connection with the defense or prosecution of any claim that may be made against or by the Company, or in connection with any ongoing or future investigation or dispute or claim of any kind involving the Company.


The foregoing is not a complete description of the Separation Letter and is qualified by reference to the full text and terms of the Separation Letter, which is filed as Exhibit 10.1 to this report and incorporated herein by reference. In addition, the Employment Agreement was previously filed by the Company as Exhibit 10.6 to the Company's Registration Statement on Form S-1 filed on February 8, 2021.