🧾 What This Document Is

This is a DEF 14A, or Definitive Proxy Statement. It's a formal document that public companies must file with the SEC before a shareholder meeting. Its job is to give shareholders all the information they need to vote intelligently on company matters.

👉 In simple terms: This is your "voter's guide" and owner's manual for Privia Health's upcoming annual meeting. It tells you what you're voting on, who the directors are, how much the top bosses get paid, and why the board thinks you should approve their plans.

🏢 What The Company Does

Privia Health Group, Inc. (PRVA) is a physician enablement company. Think of them as a tech-and-service partner for doctor's offices.

👉 In simple terms: They help independent doctors and medical groups work together, use technology better, and shift towards "value-based care"—where doctors get paid for keeping patients healthy, not just for performing procedures. They make money by providing services to these practices and sharing in the financial rewards when they improve care and lower costs.

👥 Meet The Board: Who's Running The Show

The board is like a company's board of directors. Shareholders elect them to oversee the company and represent their interests. Here are the key people up for election:

• Nancy Cocozza (Age 65) - Former Medicare boss at Aetna. Expert in government health programs.
• David King (Age 69) - The independent Chair of the Board. Former CEO of lab giant LabCorp. A major healthcare veteran.
• Francis Soistman (Age 69) - New nominee. Former CEO of eHealth and top executive at CVS/Aetna. Brings deep insurance and operational experience.
• Parth Mehrotra (Age 47) - The current CEO of Privia Health. The only management member on the board.
• Other Directors: Include experts in tech (Lance Berberian, ex-Labcorp CIO), HR (Pamela Kimmet), finance (Thomas McCarthy, ex-Cigna CFO), and healthcare delivery (Dr. Jaewon Ryu, CEO of Risant Health).

👉 Why it matters: The board's mix of skills—healthcare operations, insurance, finance, and tech—is designed to guide a company navigating the complex, tech-driven shift in how healthcare is paid for and delivered.

🗳️ What You're Voting On: The 3 Key Proposals

Your vote will decide the outcome of these three items:

1. Elect Directors: You are voting to elect Nancy Cocozza, David King, and Francis Soistman as Class I directors. If elected, they'll serve until 2029. (Note: David Wichmann is stepping down).

2. Approve Executive Pay ("Say-on-Pay"): This is an advisory, non-binding vote to approve the compensation of the top executives, like the CEO. It's your chance to send a message about whether the pay packages are reasonable.

3. Ratify the Auditor: You're being asked to approve the re-appointment of PricewaterhouseCoopers LLP (PwC) as the company's independent accounting firm for 2026. The Audit Committee picked them, but shareholders get a final say.

👉 Why it matters: Proposal 1 shapes leadership. Proposal 2 is your direct input on executive pay. Proposal 3 is a standard check on the company's financial watchdog.

⚖️ The Governance Debate: The "Classified Board"

A hot topic in this filing is the company's "classified board" structure. This means directors are elected to staggered, 3-year terms. Only about one-third of the board is up for election each year.

• 👍 The Board's Argument: They believe this structure protects the company from short-term activists and allows them to focus on the long-term strategy of transforming healthcare, which takes years. They say stockholder feedback supports keeping it for now.
• ⚠️ The Counterpoint: Many investors prefer annual elections for all directors, as it makes the board more accountable. The board acknowledges this is not a permanent structure and will re-evaluate as the company matures.

👉 Why it matters: This structure is a defensive governance tool. It makes it much harder for an outside group to quickly take control of the board by soliciting shareholder votes. Your vote on the directors is still important, but the board can't be replaced all at once.

📅 Key Details For The Annual Meeting

• When: Wednesday, May 20, 2026, at 11:00 a.m. Eastern Time.
• Where: Virtual Only. You can attend, ask questions, and vote online at: www.proxydocs.com/PRVA
• Who Can Vote: You must be a shareholder of record by March 23, 2026.
• How to Vote: You can vote BEFORE the meeting by telephone, mail, or internet. If you attend the virtual meeting, you can also vote live.

🧠 The Analogy

Think of Privia Health's board like the long-term coaching staff of a sports team rebuilding for sustained success. The "classified board" is like having a mix of veteran coaches and new assistants with multi-year contracts. It prevents a few disgruntled fans (activist investors) from firing the whole staff mid-season and demanding a quick, flashy trade (short-term moves) that might mortgage the team's future. It’s designed for stability and strategy execution over many seasons (years).

📇 Key Contacts & People

• Company Address: Privia Health Group, Inc., 950 N. Glebe Rd., Suite 700, Arlington, VA 22203
• Company Phone: (571) 366-8850
• General Counsel: Edward C. Fargis
• Board Chair: David King
• CEO: Parth Mehrotra
• Independent Auditor: PricewaterhouseCoopers LLP

🧩 Final Takeaway

This proxy is your toolkit to influence Privia Health's future. The most consequential decision is whether to endorse the current board leadership and its long-term, classified structure designed to execute a complex healthcare transformation, or to signal a preference for more immediate accountability. Your vote on director Francis Soistman, the new nominee, is a key part of that choice.