Aveanna Healthcare (AVAH) Proxy filing summary

Executive summary

• Fiscal year 2025 marked the completion of a three-year Strategic Transformation, resulting in strong financial performance, modernization across business lines, and the acquisition and integration of Thrive Skilled Pediatric Care, expanding pediatric care services into new states.

• Revenue reached $2.433 billion and adjusted EBITDA was $320.9 million, representing year-over-year growth of 20.2% and 74.8%, respectively; net cash from operations was $125.9 million and free cash flow was $131.0 million.

• The company completed a significant refinancing of its credit facility, simplifying the capital structure, extending maturities, and increasing liquidity.

• Plans for continued growth include further acquisitions, such as the agreement to acquire Family First Homecare.

Voting matters and shareholder proposals

• Stockholders will vote on three proposals: election of three Class II directors for three-year terms, ratification of Ernst & Young LLP as independent auditors for fiscal 2026, and an advisory vote on executive compensation (say-on-pay).

• The board recommends voting FOR all three proposals.

• Stockholders of record as of April 6, 2026, are eligible to vote in person, by phone, internet, or mail.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; eight directors currently serve.

• Nominees for Class II director are Rodney D. Windley, Sam Weil, and Steven E. Rodgers.

• The board separates the roles of Chairman and CEO; the majority of directors are independent under Nasdaq rules.

• The company qualifies as a "controlled company" under Nasdaq rules due to majority ownership by Bain Capital and J.H. Whitney affiliates, allowing certain governance exemptions.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Clinical Quality, each with defined responsibilities and independent membership where required.

• Stock ownership guidelines require significant equity holdings by directors and executives; hedging and pledging of company stock is prohibited.