Privia Health Group (PRVA) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2026, via virtual webcast, with voting available online, by phone, or mail for shareholders of record as of March 23, 2026.

• Key proposals include electing three Class I directors, an advisory vote on executive compensation, and ratification of the external auditor.

• The board emphasizes robust governance, regular board refreshment, and strong shareholder engagement, including recent elimination of supermajority voting requirements.

• The company highlights significant progress in corporate responsibility, cybersecurity, employee engagement, and environmental stewardship.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I directors (Nancy Cocozza, David King, Francis Soistman) to serve until 2029.

• Advisory (non-binding) vote on executive compensation (say-on-pay) is included.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026 is proposed.

• Shareholder proposals for the 2027 meeting must be submitted by December 3, 2026.

Board of directors and corporate governance

• The board is classified into three classes with staggered terms; nine directors serve across Class I, II, and III.

• Board leadership is separated between CEO and independent Chair.

• All required committees (Audit, Compensation, Nominating and Corporate Governance, Compliance) are fully independent.

• Regular board and committee self-evaluations, annual CEO performance reviews, and succession planning are in place.

• No poison pill is in effect; outside board service is limited for independent directors.