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.
Actual Vote Results
Meeting held May 20, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Francis Soistman | 99.7% | 105.6M | 273,491 | ✓ Elected |
| Nancy Cocozza | 97.9% | 103.7M | 2.2M | ✓ Elected |
| David King | 93.8% | 99.3M | 6.6M | ✓ Elected |
Say on Pay
For 104.0M · Against 1.8M · Abstain 105,446
Auditor Ratification
For 117.3M · Against 8,578 · Abstain 73,653
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