InnovAge Holding Corp. 8-K

What Happened

• InnovAge Holding Corp. announced on Jan 28, 2026 that the Board appointed Pavithra Mahesh and Sean Traynor as directors, effective immediately. The Board size was increased to eleven. Ms. Mahesh was appointed a Class III director (term through the 2026 annual meeting) and joined the Quality and Compliance Committee. Mr. Traynor was appointed a Class I director (term through the 2027 annual meeting) and joined the Compensation, Nominating and Governance Committee. The company issued a press release on Jan 29, 2026 announcing these appointments.

Key Details

• Appointment date: January 28, 2026; press release filed Jan 29, 2026 (Exhibit 99.1).
• Board class terms: Mahesh — Class III until 2026 annual meeting; Traynor — Class I until 2027 annual meeting.
• Committee assignments: Mahesh → Quality & Compliance Committee; Traynor → Compensation, Nominating & Governance Committee.
• Compensation/agreements: Under the Director Nomination Agreement with affiliates of Apax Partners and Welsh, Carson, Anderson & Stowe, neither director will receive compensation for board service; both will sign the company’s standard indemnification agreement.
• Background: Mahesh is a Principal at Apax Partners (joined 2018); previously on InnovAge’s board 2020–Mar 2023. Traynor is a General Partner at Welsh, Carson (since 1999); previously on InnovAge’s board 2015–Aug 2023.

Why It Matters

• For investors, these appointments change board composition and reinforce representation of major shareholders (Apax and Welsh, Carson) through experienced private equity executives. Committee placements indicate where each director will influence governance, compliance and executive compensation. The filing also notes that related-party relationships tied to Apax and Welsh, Carson are described in the company’s 2025 proxy — investors should review that disclosure for potential conflicts or material relationships.