PRIVIA HEALTH GROUP INC (PRVA)
Sector: Health Care
2026 Annual Meeting Analysis
PRIVIA HEALTH GROUP INC · Meeting: May 20, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Director since 2022 with strong healthcare industry experience; PRVA's 3-year TSR of -23.6% outperforms the company-disclosed peer group median of -62.8% by +39.2 percentage points, well above the 20pp threshold required to trigger a vote against, so no TSR concern applies.
Director since 2021 with extensive healthcare leadership experience; PRVA outperforms its peer group median over 3 years by +39.2 percentage points, clearing the policy threshold, and no overboarding, attendance, or independence concerns are identified.
First-time nominee with nearly four decades of healthcare and managed care experience; as a new director not yet seated, he is exempt from the TSR trigger and brings relevant operational expertise to the board.
All three Class I nominees receive a FOR vote. PRVA's 3-year stock return of -23.6%, while negative in absolute terms, outperforms the company-disclosed compensation peer group median of -62.8% by +39.2 percentage points — well above the 20pp underperformance threshold required to trigger a vote against any director. No overboarding, attendance, independence, or familial relationship concerns are identified for any nominee.
Say on Pay
✓ FORCEO
Parth Mehrotra
Total Comp
$10,472,698
Prior Support
N/A
CEO Parth Mehrotra received total compensation of approximately $10.5 million in 2025, which is reasonable for a healthcare technology and services company with a $2.6 billion market cap and represents a well-structured pay mix: base salary of $650,000 represents only about 6% of total pay, with the large majority delivered through performance-based stock awards (60% of equity in performance stock awards tied to multi-year Practice Collections and Adjusted EBITDA goals with a relative TSR modifier) and a cash bonus paid at 150% of target based on strong 2025 results including 38.8% Adjusted EBITDA growth. The company has a robust clawback policy, meaningful stock ownership requirements, and no perquisites, and PRVA's stock performance of -23.6% over three years significantly outperforms its disclosed peer group median of -62.8%, meaning above-target incentive pay is supported by relative shareholder outcomes — the pay-for-performance alignment check passes.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,390,000
Non-Audit Fees
$0
PwC charged $2.39 million in audit fees for 2025 with zero non-audit fees, giving a non-audit ratio of 0% — well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a $2.6 billion market cap company, auditor tenure is not disclosed so the tenure trigger cannot fire, and no material restatements are noted.
Overall Assessment
The 2026 Privia Health annual meeting presents a straightforward ballot of three standard proposals. All three Class I director nominees receive a FOR vote because PRVA's 3-year stock performance substantially outperforms its disclosed peer group, and the auditor and Say on Pay proposals also pass cleanly — PwC has zero non-audit fees and Privia's compensation program is performance-heavy, well-structured, and aligned with above-peer shareholder outcomes.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing