AVEANNA HEALTHCARE HOLDINGS INC (AVAH)

Sector: Health Care

    Home/Companies/AVAH/Annual Meeting

2026 Annual Meeting Analysis

AVEANNA HEALTHCARE HOLDINGS INC · Meeting: May 29, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

3

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Three Class II Director Nominees

3 FOR
✓ FOR
Rodney D. Windley

Windley has served since 2017 and brings over 40 years of home health industry experience; AVAH's 3-year stock return of +433.1% massively outpaces the peer group median of -4.1% by +437.2 percentage points, far exceeding the 65-point underperformance threshold needed to trigger a vote against, so no TSR concern applies, no overboarding or attendance issues are flagged, and no familial relationships are disclosed.

✓ FOR
Sam Weil

Weil joined the board in 2025, which is within the 24-month exemption window under the policy, so the TSR trigger does not apply; he brings relevant healthcare and private equity experience through his role at Bain Capital, no overboarding or independence concerns are noted, and his one late Form 3 filing was an administrative error that does not constitute a governance concern.

✓ FOR
Steven E. Rodgers

Rodgers has served since 2017 and has deep healthcare and private equity investing expertise; AVAH's 3-year outperformance of the peer group by +437.2 percentage points is far above the 65-point threshold required to trigger a vote against, no overboarding or attendance concerns are present, and no independence or familial relationship issues are disclosed.

All three Class II nominees pass every policy screen: AVAH's stock has risen +433.1% over three years, vastly outperforming the compensation peer group median of -4.1%, so the TSR trigger does not apply to any director; Sam Weil is within the 24-month new-director exemption; no overboarding, attendance failures, familial relationships, or independence concerns are identified for any nominee.

Say on Pay

✓ FOR

CEO

Jeffrey Shaner

Total Comp

$4,864,165

Prior Support

overwhelmingly approved%

CEO Jeff Shaner received total compensation of $4,864,165 for fiscal year 2025, which is reasonable for the CEO of a $1.5 billion healthcare services company, and the pay mix is well-structured: roughly 69% of his total pay was variable and performance-linked (a $1.5 million cash bonus earned at 200% of target driven by strong revenue and adjusted EBITDA results, plus equity awards split 50/50 between time-based restricted stock and performance stock awards tied to adjusted EBITDA), with only his $750,000 base salary being fixed at 15% of total pay — well within policy. The company's stock gained +433.1% over three years versus a peer median of -4.1%, demonstrating strong alignment between executive rewards and shareholder outcomes; all three executives earned their maximum cash bonuses because Aveanna delivered approximately $2.433 billion in revenue and $320.9 million in adjusted EBITDA, reflecting 20% and 75% year-over-year growth respectively. The prior Say on Pay vote received overwhelming support, the compensation committee retained an independent consultant (Aon), a clawback policy framework is in place through Nasdaq listing requirements, and no problematic pay practices such as tax gross-ups or underwater option repricing are present.

Auditor Ratification

✓ FOR

Auditor

Ernst & Young LLP

Tenure

9 yrs

Audit Fees

$3,804,500

Non-Audit Fees

$1,184,085

Ernst & Young has audited Aveanna since 2017, giving it approximately 9 years of tenure — well below the 25-year threshold that would raise concerns; the non-audit fees (tax services) of $1,184,085 represent about 31% of total audit fees of $3,804,500, which is below the 50% threshold that would raise independence concerns; EY is a Big 4 firm appropriate for a $1.5 billion company; the audit committee recently completed a required lead partner rotation; and no material financial restatements are disclosed.

Overall Assessment

The 2026 Aveanna Healthcare annual meeting presents three standard proposals — director elections, auditor ratification, and Say on Pay — all of which pass every applicable policy screen and warrant a FOR vote. The company delivered exceptional shareholder returns over three years (+433.1% versus a peer median of -4.1%), executive compensation is reasonably structured with strong variable pay tied to results that were actually achieved, and the auditor relationship with Ernst & Young at nine years of tenure and a 31% non-audit fee ratio raises no independence concerns.

Filing date: April 17, 2026·Policy v1.2·high confidence

Compensation Peer Group

15 companies disclosed in 2026 proxy filing

ACHCAcadia Healthcare Company, Inc.
AHCOAdapt Health
ADUSAddus HomeCare Corporation
AMEDAmedisys, Inc.
AMNAMN Healthcare Services, Inc.
BKDBrookdale Senior Living
CHEChemed Corporation
CCRNCross Country Healthcare, Inc.
EHABEnhabit, Inc.
NHCNational HealthCare Corporation
OPCHOption Care Health, Inc.
MDPediatrix Medical Group, Inc.
RDNTRadNet, Inc.
SGRYSurgery Partners, Inc.
PNTGThe Pennant Group, Inc.