Privia Health Group Inc

This proposal asks shareholders to cast a non-binding advisory vote to approve the overall compensation program for the Company’s named executive officers as disclosed in the proxy, including the Compensation Discussion and Analysis and accompanying tables. Management seeks this advisory endorsement to validate its compensation philosophy—emphasizing performance-based, at-risk pay with significant equity components (PSUs and RSUs) tied to multi-year financial metrics such as cumulative Practice Collections and Adjusted EBITDA—and to reinforce alignment between executive pay and long-term shareholder value. The request is mandated by Dodd-Frank/SEC rules to provide shareholders a periodic opportunity to express their view on executive pay; while non-binding, the Board and Compensation Committee state they will consider the vote when setting future compensation. The proxy discloses detailed plan features: CEO and NEO target bonus percentages, a 2025 Long-Term Incentive Program with PSUs vesting 0–200% based on three-year performance and a TSR modifier, and clawback and holding policies intended to mitigate risk. Notable context includes strong 2025 operational performance (increases in Implemented Providers, Practice Collections, Attributed Lives and Adjusted EBITDA) which the Compensation Committee cites as justification for bonus payouts at 150% of target in 2025, and the Board’s emphasis on pay-for-performance. Potential stockholder considerations include whether the disclosed metrics and incentive structures appropriately balance short- and long-term objectives, whether the TSR modifier and performance gateways sufficiently protect shareholders from misalignment, and whether severance/change-in-control protections are reasonable. Management frames the vote as an opportunity for constructive dialogue and reiterates that the advisory outcome, though non-binding, will inform future compensation design and engagement with investors. The Board’s recommendation to vote FOR is supported by its view that the Company’s compensation structure aligns executive interests with stockholders and incentivizes achievement of the Company’s strategic growth metrics. Overall, the proposal is a standard say-on-pay request but with specific, company-tailored performance metrics and governance features that investors should evaluate in the context of Privia Health’s growth stage and recent performance.

This is a customary, open-ended agenda item that authorizes consideration and voting on any additional matters that may arise and be properly presented at the Annual Meeting but were not specifically described in the proxy materials. Management includes this item to give the meeting the procedural flexibility to address unforeseen or late-arising proposals, questions, or ministerial matters that require shareholder action. From a governance perspective, such items are typically rare and often limited to procedural matters, but they can occasionally include substantive items if properly brought forward in accordance with advance-notice or Rule 14a-8 procedures. Proxies solicited by the Board are generally authorized to vote in their discretion on these matters, and the proxy statement indicates the Named Proxies will do so; accordingly, shareholders who prefer to retain direct control should provide specific instructions or attend and vote online. The practical effect is that the Board reserves the ability to respond to and vote on emergent issues while maintaining standard quorum and voting thresholds for approval. Investors should note that this catch-all item does not itself propose a specific corporate action; rather, it provides the mechanism for any additional, properly noticed proposals to be considered. The presence of this item does not change the voting standards for the listed, substantive proposals nor the non-binding nature of advisory votes. In evaluating governance risk, shareholders may consider whether the Company’s advance notice procedures and engagement practices adequately limit the risk of opportunistic or surprise proposals being advanced under this item.