Privia Health Group (PRVA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2025, to be held virtually, with voting on director elections, executive compensation, and auditor ratification.

• Board recommends voting for three Class III director nominees, advisory approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as auditor.

• Stockholders of record as of March 24, 2025, are eligible to vote; multiple voting methods are available.

Voting matters and shareholder proposals

• Three Class III directors (Pamela Kimmet, Patricia Maryland, Shawn Morris) nominated for terms expiring in 2028.

• Advisory (non-binding) vote on executive compensation (say-on-pay) and ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Board recommends voting for all proposals; plurality required for director election, majority for other proposals.

Board of directors and corporate governance

• Board consists of nine members post-meeting, with a classified structure (three classes, staggered terms).

• Separate CEO and independent Chair roles; supermajority of independent directors.

• Annual board and committee self-evaluations, CEO performance reviews, and regular board refreshment.

• No poison pill; outside board service limits for independent directors.

• Stockholder engagement includes direct outreach and feedback-driven governance changes.