What changed in this filing

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Item 9A. Controls and Procedures

2023-09-12 compared with 2022-09-13 · 52 added, 31 removed, 93 unchanged (47% of the section changed)

6 unchanged sentences

In order to evaluate the effectiveness of internal control over financial reporting, management has conducted an assessment, including testing, using the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control — Integrated Framework (2013 Framework) .

The Company’s internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

1 unchanged sentence

Based on our assessment under the criteria established in Internal Control — Integrated Framework (2013 Framework) issued by the COSO, management has concluded that the Company maintained effective internal control over financial reporting as of June 30, 2023.

This Form 10-K does not include an attestation report on internal controls over financial reporting of the Company's registered public accounting.

This Form 10-K does not include an attestation report on internal controls over financial reporting of the Company's registered public accounting firm.

Additionally, our auditors will not be required to formally opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.

Changes to our Internal Control over Financial Reporting

There were no material changes in our internal control over financial reporting during the quarter ended June 30, 2022 that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no material changes in our internal control over financial reporting during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Control

5 unchanged sentences

OTHER INFORMATION

Not applicable

Insider Trading Arrangements

During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) and (c) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

3 unchanged sentences

We have adopted a written Code of Ethics that applies to our directors, executive officers and employees, including our Chief Executive Officer, Chief Financial Officer and officers responsible for financial reporting.

A current copy of the code is publicly available under “Governance” on the Investor Relations section of our website, www.investor.innovage.com.

A current copy of the code is publicly available under “Governance” on the Investor Relations section of our website, https://investor.innovage.com.

Any substantive amendments to or waivers from the Code of Ethics (to the extent applicable to our Chief Executive Officer, Chief Financial Officer or officers responsible for financial reporting) will be disclosed on this page of the Company’s website.

22 unchanged sentences

10.2 Credit Agreement, dated as of March 8, 2021, by and among Total Community Options, Inc., the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2021).

10.3* Amendment No.

1 to the Credit Agreement, dated as of June 14, 2023, among TCO Intermediate Holdings, Inc., Total Community Options, Inc., each subsidiary loan party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent.

10.4 Form of Director and Officer Indemnification Agreement between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 8, 2021).

1 unchanged sentence

and Patrick Blair (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2021).

Class B Unit Award Agreement , effective August 30, 2023, by and between TCO Group Holdings , L.P.

and Patrick Blair (incor porated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on September 1, 2023 ).

10.7+ Employment Agreement, dated as of April 13, 2017, by and between Barbara Gutierrez and Total Community Options, Inc.

(incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 8, 2021).

10.8+ Transition and Separation Agreement, dated as of July 3, 2023, by and between Total Community Options Inc.

and Barbara Gutierrez (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2023).

10.9+ Letter Agreement relating to Class B Units, dated as of July 3, 2023, by and between TCO Group Holdings, L.P.

and Barbara Gutierrez (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2023).

10.10+ Employment Agreement, dated as of July 3, 2023, by and between Total Community Options, Inc.

and Benjamin C.

Adams (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2023).

Class B Unit Award Agreement, effective as of July 10, 2023, by and between TCO Group Holdings, L.P.

and Benjamin C.

Adams (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2023).

Employment Agreement, dated as of November 30, 2021, by and between Nicole D’Amato and Total Community Options, Inc.

(incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the SEC on September 13, 2022).

Employment Agreement, dated as of February 19, 2018, by and between Maria Lozzano and InnovAge Holding Corp.

(incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed with the SEC on September 13, 2022).

10.14+ First Amendment to Employment Agreement, dated as of May 22, 2020, by and between Maria Lozzano and Total Community Options, Inc.

(incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed with the SEC on September 13, 2022).

10.15+ Transition and Separation Agreement, dated February 28, 2023, by and between InnovAge Holding Corp.

and Maria Lozzano (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 28, 2023).

Employment Agreement, dated February 28, 2023, by and between InnovAge Holding Corp.

and Christine Bent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 28, 2023).

Employment Agreement, dated as of August 15, 2022, by and between Richard Feifer and Total Community Options, Inc.

Separation Letter, dated as of January 1, 2022, by and between InnovAge Holding Corp.

and Maureen Hewitt (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K file with the SEC on January 3, 2022).

(incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed with the SEC on September 13, 2022).

InnovAge Holding Corp.

2 unchanged sentences

2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 8, 2021).

10.20+* T CO Group Holdings, L.P.

2020 Equity Incentive Plan.

Form of Stock Option Grant Notice and Agreement (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1/A filed with the SEC on February 24, 2021).

9 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

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104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

___________________________________

+ Management contract or compensatory plan or arrangement

5 unchanged sentences

INNOVAGE HOLDING CORP.

/s/ Barbara Gutierrez

Barbara Gutierrez

/s/ Benjamin C.

Chief Financial Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Patrick Blair, Barbara Gutierrez and Nicole D’Amato, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Patrick Blair, Benjamin C.

Adams and Nicole D’Amato, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of September 12, 2023.

/s/ Patrick Blair

President and Chief Executive Officer (principal executive officer)

Signature Title

/s/ Patrick Blair President and Chief Executive Officer (principal executive officer)

Patrick Blair

/s/ Barbara Gutierrez

Chief Financial Officer (principal financial officer and principal accounting officer)

Barbara Gutierrez

/s/ John Ellis Bush

/s/ Benjamin C.

Adams Chief Financial Officer (principal financial officer and principal accounting officer)

/s/ John Ellis Bush Director

John Ellis Bush

/s/ James Carlson

Director, Chairman of the Board

/s/ James Carlson Director, Chair of the Board

James Carlson

/s/ Andrew Cavanna

/s/ Andrew Cavanna Director

Andrew Cavanna

/s/ Caroline Dechert

Caroline Dechert

/s/ Patricia Fontneau Director

Patricia Fontneau

/s/ Edward Kennedy, Jr.

Edward Kennedy, Jr.

/s/ Pavithra Mahesh

Pavithra Mahesh

/s/ Thomas Scully

/s/ Thomas Scully Director

Thomas Scully

/s/ Teresa Sparks

Teresa Sparks

/s/ Marilyn Tavenner

Marilyn Tavenner

/s/ Sean Traynor

/s/ Richard Zoretic

/s/ Richard Zoretic Director

Richard Zoretic

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures