New InnovAge (Nasdaq: INNV) COO gets $500K salary and equity awards
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
InnovAge Holding Corp. appointed Jennifer Browne as President and Chief Operating Officer, effective June 8, 2026. She joins from Strive Health and previously held senior roles at Optum and DaVita in value-based care and population health.
Under her employment agreement, Browne will receive a $500,000 annual base salary, a one-time $200,000 sign-on bonus, and eligibility for an annual cash bonus targeted at 75% of base pay. She will receive an initial restricted stock unit grant valued at $500,000 plus ongoing annual RSU awards of similar value starting with fiscal 2027, each vesting over three years.
She is also being granted 1,260,000 Class B Units in TCO Group Holdings, L.P., with one-third vesting over three years based on time and two-thirds tied to performance hurdles measured by the Apax investor’s multiple on invested capital. As of March 31, 2026, InnovAge served about 8,050 participants across 20 centers in six states.
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8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Base salary: $500,000 per year
Sign-on bonus: $200,000 cash
Target annual bonus: 75% of base salary
+5 more
8 metrics
Base salary
$500,000 per year
Annual base salary for President and COO role
Sign-on bonus
$200,000 cash
One-time bonus payable within 30 days of June 8, 2026
Target annual bonus
75% of base salary
Bonus target under InnovAge annual cash bonus plan
Initial RSU grant
$500,000 grant-date value
Restricted stock units vesting in three equal annual installments
Ongoing annual RSUs
$500,000 grant-date value
Discretionary annual RSU awards starting with fiscal 2027 services
Class B Units grant
1,260,000 units
Class B Units in TCO Group Holdings, L.P. with time and performance vesting
Severance duration
12 months
Continued base salary and target bonus installments post-termination
Participants served
8,050 participants
PACE participants as of March 31, 2026 across 20 centers in six states
Key Terms
Program of All-inclusive Care for the Elderly (PACE), restricted stock unit, multiple on invested capital, Change of Control, +1 more
5 terms
Program of All-inclusive Care for the Elderly (PACE) financial
"providing comprehensive healthcare programs to frail, predominantly dual-eligible seniors through the Program of All-inclusive Care for the Elderly (PACE)"
Program of All-Inclusive Care for the Elderly (PACE) is a U.S. government-authorized healthcare model that coordinates and pays for a full range of medical, personal and social services so older adults who need nursing‑home level care can remain in the community. Investors care because PACE creates a bundled, subscription‑style payment relationship that influences revenue predictability, cost exposure and demand for home‑based care services, and it is sensitive to government reimbursement rules and demographic trends.
restricted stock unit financial
"be eligible to receive a discretionary annual restricted stock unit grant pursuant to the Company’s 2021 Omnibus Incentive Plan"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
multiple on invested capital financial
"will vest as to 33.33% if ... achieves a multiple on invested capital ... equal to 1.67x"
Multiple on invested capital (MOIC) is a simple ratio that shows how many times an investor’s original money has grown, calculated by dividing the current or returned value by the amount originally invested. Think of it like buying a fruit tree: if you paid $100 and later get $300 in fruit value, the multiple is 3x. Investors use it to quickly compare the raw profit of investments, separate from time-based measures like annual returns.
Change of Control financial
"100% acceleration upon a Change of Control (as defined in the Class B Unit Award Agreement), subject to continued service"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
value-based care financial
"a healthcare company specializing in value-based kidney care"
A health-care delivery approach that rewards providers for keeping patients healthy and improving outcomes instead of charging for each test or visit. For investors, it matters because it shifts where profits and losses come from—favoring providers and technologies that lower long-term costs, prevent complications, and demonstrate measurable results; think of it like paying a contractor only when the house stays sound, which changes who wins and loses financially.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 11, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(844 ) 803-8745
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
The (Nasdaq Global Select Market) | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 11, 2026, the Board of Directors (the “Board”) of InnovAge Holding Corp. (the “Company”) appointed Ms. Jennifer Browne as President and Chief Operating Officer of the Company, effective as of June 8, 2026 (the “Effective Date”).
Jennifer Browne, age 43, was most recently Chief Operating Officer at Strive Health, a healthcare company specializing in value-based kidney care, serving in such position from March 2025 to May 2026, and previously, President, Market Operations & Population Health from July 2023 to February 2025. Prior to joining Strive Health, Ms. Browne worked as Senior Vice President, Value & Population Health of Optum Care, a healthcare delivery organization and a division of Optum Health, from June 2019 to July 2023, and as National Vice President, Risk Adjustment at DaVita Medical Group from June 2017 to June 2019 when it was acquired by Optum. From 2005 to 2012, Ms. Browne worked as General Operations Manager and Director, Enterprise Program Management & Integration at Novant Healthcare, a not-for-profit integrated healthcare system. Ms. Browne has a B.A. from the College of Charleston.
In connection with her appointment as the Company’s President and Chief Operating Officer, Ms. Browne and Total Community Options, Inc., a wholly-owned subsidiary of the Company, have entered into an employment agreement, effective as of the Effective Date (the “Employment Agreement”), pursuant to which Ms. Browne will (i) receive an annual base salary of $500,000, (ii) a one-time sign-on cash bonus of $200,000 (the “Sign-on Bonus”), subject to applicable taxes and withholding and payable within thirty days of the Effective Date, (iii) be eligible to earn an annual cash bonus with a target equal to 75% of her annual base salary, and (iv) beginning with services in fiscal year 2027, be eligible to receive a discretionary annual restricted stock unit grant pursuant to the Company’s 2021 Omnibus Incentive Plan (the “Plan”) having an approximate grant date fair value of $500,000, which would vest ratably over three years, subject to Ms. Browne’s continued employment on each vesting date. The Employment Agreement also provides for an initial grant of restricted stock units under the Plan having a target value of $500,000 that will vest in equal installments on the first three anniversaries of the grant date, subject to Ms. Browne’s continued employment on each vesting date. In the event Ms. Browne resigns without “good reason” (as defined in the Employment Agreement) prior to the one-year anniversary of the Effective Date, she will be required to reimburse the Company for the Sign-on Bonus in an amount prorated to reflect her tenure at the Company.
The Employment Agreement provides that, upon a termination of Ms. Browne’s employment by the Company without “cause” (and not due to her death or “disability”) or by Ms. Browne for “good reason,” each as defined therein, subject to Ms. Browne’s execution, delivery and non-revocation of a general release of claims in favor of the Company and its affiliates, Ms. Browne will be entitled to severance benefits, in addition to payment of any base salary earned but not paid, payment in lieu of accrued but unused paid-time-off, reimbursement of any unreimbursed business expenses, and payment of any annual bonus earned but not yet paid in respect of the fiscal year completed immediately prior to the date of termination. Such severance benefits will consist of (i) 12 months of continued base salary payments, (ii) an amount equal to Ms. Browne’s target annual bonus, payable in equal installments over the 12-month post-termination period, and (iii) the Company continuing to pay the premiums required for Ms. Browne’s and her eligible dependents’ continued participation in the Company’s health care benefit plan for 12 months post-termination (unless Ms. Browne becomes employed by another employer and is eligible for coverage under such employer’s group health care plans). The Employment Agreement also provides that Ms. Browne will be eligible to participate in the TCO Group Holdings, L.P. Management Incentive Plan and will be eligible to receive an award of Class B Units (as defined below), as further described below. The Employment Agreement also contains a perpetual confidentiality covenant, as well as non-competition and non-solicitation covenants that apply during employment and for 12 months thereafter.
Pursuant to the Class B Unit Award Agreement, effective as of the Effective Date (the “Class B Unit Award Agreement”), entered into by and between Jennifer Browne and TCO Group Holdings, L.P., the Company’s largest shareholder (“TCO Group Holdings”), Ms. Browne will receive a grant of 1,260,000 Class B Units of TCO Group Holdings (the “Class B Units”). One-third of the Class B Units are subject to time-based vesting, vesting annually in substantially equal installments over three years on the first three anniversaries of the vesting commencement date. The remaining two-thirds of the Class B Units are subject to performance-based vesting, and will vest as to (i) 33.33% if, on a Measurement Date (as defined in the Class B Unit Award Agreement), 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 1.67x; (ii) 66.66% if, on a Measurement Date, the Apax Investor achieves a MOIC equal to 1.99x; and (iii) 100% if, on a Measurement Date, the Apax Investor achieves a MOIC equal to at least 2.30x, in each case, subject to continued employment through the Measurement Date. None of the performance-based Class B Units will vest if the Apax Investor achieves a MOIC less than 1.67x on a Measurement Date.
The time-based Class B Units 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 the 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 Class B Unit Award Agreement), subject to continued service on such date. The performance-based Class B Units will remain eligible to vest for 120 days 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).
There are no arrangements or understandings between Ms. Browne and any other person pursuant to which Ms. Browne was appointed as President and Chief Operations Officer of the Company. Ms. Browne does not have any family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Ms. Browne and the Company.
The foregoing descriptions of the Employment Agreement and the Class B Unit Award Agreement are not complete and are qualified by reference to the full text and terms of such documents, which are filed as Exhibits 10.1 and 10.2, respectively, to this report and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
A copy of a press release announcing the appointment described above 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
| Exhibit | Description | |||||||
| 10.1 | Employment Agreement, dated as of May 11, 2026, by and between Total Community Options, Inc. and Jennifer Browne. | |||||||
| 10.2 | Class B Unit Award Agreement, dated as of May 11, 2026, by and between TCO Group Holdings, L.P. and Jennifer Browne. | |||||||
| 99.1 | Press Release of InnovAge Holding Corp., dated May 12, 2026 | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INNOVAGE HOLDING CORP. | ||||||||
| Date: May 12, 2026 | By: | /s/ Benjamin C. Adams | ||||||
Name: | Benjamin C. Adams | |||||||
Title: | Chief Financial Officer | |||||||
Exhibit 99.1
InnovAge Appoints Jennifer Browne as President and Chief Operating Officer
DENVER, May 12, 2026 (GLOBE NEWSWIRE) – InnovAge Holding Corp. (“InnovAge” or the “Company”) (Nasdaq: INNV), an industry leader in providing comprehensive healthcare programs to frail, predominantly dual-eligible seniors through the Program of All-inclusive Care for the Elderly (PACE), today announced that Jennifer Browne has been appointed President and Chief Operating Officer, effective June 8, 2026.
Ms. Browne brings deep experience leading complex, multi-state healthcare organizations operating under value-based care models. She has a strong track record of improving performance across operations, clinical quality, compliance, and financial outcomes while scaling services to reach more patients. Most recently, she served as the Chief Operating Officer for Strive Health overseeing market operations and shared services. Prior to Strive, she served as SVP of Value & Population Health at Optum where she managed a value-based care portfolio of over 1.2 million patients.
“Jen is exactly the kind of leader we need for this next phase of InnovAge,” said Patrick Blair, Chief Executive Officer. “She combines operational rigor with a deep understanding of value-based care and a genuine commitment to serving complex populations. Her experience leading at scale, strengthening compliance and quality, and building high-performing teams will be critical as we continue to improve consistency across our markets and expand access to care for more seniors.”
In her role, Ms. Browne will oversee InnovAge’s market operations and core support functions, with a focus on driving consistent execution, enhancing the participant experience, and advancing the Company’s performance across its key operational and compliance metrics.
“I’m excited to join InnovAge at such an important time,” said Ms. Browne. “The PACE model delivers real value to participants, families, and the broader healthcare system. InnovAge has made meaningful progress strengthening its foundation, and I look forward to working with the team to build on that momentum—continuing to elevate quality, deepen compliance, and expand the reach of this care model to serve more seniors.”
Ms. Browne’s appointment reflects InnovAge’s continued focus on disciplined execution, regulatory excellence, and sustainable growth as the Company advances its mission to help older adults live independently for as long as possible.
About InnovAge
InnovAge is an industry leader in providing comprehensive healthcare programs to frail, predominantly dual-eligible seniors through the Program of All-inclusive Care for the Elderly (PACE). With a mission of enabling older adults to age independently in their own homes for as long as safely possible, InnovAge’s patient-centered care model is designed to improve the quality of care our participants receive while reducing over-utilization of high-cost care settings. InnovAge believes its PACE healthcare model is one in which all constituencies — participants, their families, providers and government payors — “win.” As of March 31, 2026, InnovAge served approximately 8,050 participants across 20 centers in six states. https://www.innovage.com
Investor Contact:
Ryan Kubota
RKubota@InnovAge.com
Media Contact:
press@innovage.com
Forward-Looking Statements – Safe Harbor
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “continue,” “intend,” “forward,” “focus,” “plan,” “believe,” “project,” “estimate,” “expect,” “may,” “should,” “will” and other words and terms of similar meaning that they do not relate strictly to historical or current facts. Examples of forward-looking statements include statements regarding our expectations with respect to the Company’s new President and Chief Operating Officer; and our expectations with respect to the Company’s ability to improve its operations and grow. Important factors that could cause actual results to differ materially from those indicated in the forward-looking statements include, among others, our dependence on our senior management team and ability to retain skilled employees; failure to execute an orderly President and Chief Operating Officer transition; the impact of the transition on the Company, its employees and its suppliers; the viability of, and/or our failure to execute, our business strategy and our ability to realize expected results; and other risk factors identified in our SEC reports, including, our most recent Annual Report on Form 10-K and any subsequent Quarterly Report on Form 10-Q, in each case, as filed with the SEC.
Any forward-looking statement made by the Company is based on information currently available to us. Except as required by law, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, whether as a result of new information, future developments or otherwise.
FAQ
What leadership change did InnovAge (INNV) announce in this Form 8-K?
InnovAge appointed Jennifer Browne as President and Chief Operating Officer, effective June 8, 2026. She will oversee market operations and core support functions, focusing on execution, participant experience, and operational and compliance performance across InnovAge’s multi-state PACE footprint.
What is Jennifer Browne’s compensation package at InnovAge (INNV)?
Jennifer Browne will receive a $500,000 annual base salary, a $200,000 sign-on bonus, and eligibility for an annual cash bonus targeted at 75% of salary. She will also receive RSU awards with $500,000 initial and annual grant-date fair values, vesting ratably over three years.
How is Jennifer Browne’s Class B Unit award at InnovAge structured?
Browne will receive 1,260,000 Class B Units in TCO Group Holdings, L.P. One-third vests over three years based on time, while two-thirds vest only if Apax’s investment achieves specified multiples on invested capital between 1.67x and at least 2.30x, subject to continued employment.
What severance protections does InnovAge’s President and COO receive?
If InnovAge terminates Browne without cause or she resigns for good reason, she is eligible for 12 months of base salary, target bonus paid over 12 months, and up to 12 months of continued health-benefit premiums, subject to signing and not revoking a general release of claims.
How large is InnovAge’s PACE platform as of March 31, 2026?
As of March 31, 2026, InnovAge served approximately 8,050 participants across 20 centers in six states. The company focuses on frail, predominantly dual-eligible seniors through the Program of All-inclusive Care for the Elderly (PACE), aiming to support independent living at home.
What happens to Jennifer Browne’s sign-on bonus if she leaves InnovAge early?
If Browne resigns without good reason before the one-year anniversary of her June 8, 2026 effective date, she must repay her $200,000 sign-on bonus on a prorated basis, reflecting how long she remained employed with InnovAge during that initial year.