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.
Item 7.01 Regulation FD Disclosure.
A copy of a press release announcing Ms. Hewitt's resignation and Mr. Blair's
appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Exhibit 99.1 hereto shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report:
Exhibit# Description
10.1 Separation Letter Agreement, dated as of January 1, 2022, by and
between InnovAge Holding Corp. and Maureen Hewitt
99.1 Press Release of InnovAge Holding Corp., dated January 3, 2022
104 Cover Page Interactive Data file (formatted as Inline XBRL)
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INNOVAGE HOLDING CORP. 
