Privia Health Group Inc

1. 1

   Election of Class I Directors

   ManagementBoard: FOR

   Elect three nominees (Nancy Cocozza, David King, Francis Soistman) as Class I directors to serve until the 2029 annual meeting.

2. 2

   Advisory (Non-Binding) Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy (CD&A, compensation tables and narrative).

   More detail

   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.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

4. 4

   Other Business

   Management

   To transact such other business as may properly come before the meeting.

   More detail

   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.

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When is the Privia Health Group Inc 2026 annual meeting?

Privia Health Group Inc (PRVA) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Privia Health Group Inc 2026 meeting?

The record date for the Privia Health Group Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Privia Health Group Inc's 2026 meeting?

The board is presenting 2 director nominees at the Privia Health Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Privia Health Group Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Privia Health Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.