DEF 14A of Privia Health Group, Inc., Apr 4, 2024

DEF 14A of Privia Health Group, Inc.

Filed Apr 4, 2024 · FY20230001193125-24-087256

Open on EDGAR

  1. NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS

    NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS

  2. Class II Directors—Nominees for Terms Expiring in 2027

    Class II Directors—Nominees for Terms Expiring in 2027

  3. Nominees for Director

    Nominees for Director

  4. Nominees for Director

    | Thomas McCarthy | | | Director since: 2021 Age: 67 Committee membership: Chair of Audit Committee | Thomas McCarthy has over 35 years of experience in healthcare, insurance and financial services businesses, including more than 30 years with Cigna Corporation (NYSE: CI). Mr. McCarthy was most recently the Executive Vice President and Chief Financial Officer at Cigna from July 2013 to June 2017, and previously held the roles of Vice President of Finance, Vice President & Treasurer, Vice President of Strategy and Corporate Development between March 2003 to July 2013. In addition to his career with Cigna, Mr. McCarthy also held senior leadership roles at Kemper Insurance from July 1999 to February 2003 and USAA from 1985 to 1986. Mr. McCarthy is a member of the board of directors of Selective Insurance Group, Inc. (NASDAQ: SIGI), a New Jersey-based holding company for property and casualty insurance companies, and is a member of the Selective Insurance Risk Committee and Finance and Investments Committee. He is also a member of the Board of Trustees of the American University of Rome, a Director of Avenue of the Arts, Inc., and a Director of the Habitat for Humanity of Montgomery and Delaware Counties. Mr. McCarthy received a bachelor’s degree in Finance from the Wharton School of the University of Pennsylvania and an MBA from Carnegie Mellon University’s Tepper School of Business. Mr. McCarthy is a valuable member of our Board because of his extensive experience in the healthcare industry and his prior leadership positions at Cigna. | | Parth Mehrotra | | | Director since: 2023 Age: 45 Committee membership: None | Parth Mehrotra has served as the Chief Executive Officer of Privia Health since July 2023. Prior to that, he served as our President and Chief Operating Officer from 2018 to 2023. Prior to his role at Privia Health, from 2016 to 2018, Mr. Mehrotra was the Chief Operating Officer of Brighton Health Group Holdings, LLC (“Brighton Health Group”), a healthcare services holding company which owned Privia Health prior to its IPO in 2021. Prior to 2016, Mr. Mehrotra held a senior finance role at athenahealth Inc., and also worked in the healthcare investment banking group at Goldman Sachs & Co. and as a management consultant at Accenture. Mr. Mehrotra received an M.B.A. from Northwestern University’s Kellogg School of Management and a bachelor’s degree in Economics from St. Stephen’s College, University of Delhi. Mr. Mehrotra is a valuable member of our Board of Directors because of his operational and historical expertise from serving as Privia Health’s Chief Executive Officer and his extensive professional experience in the healthcare industry. |

  5. Nominees for Director

    | 6 | | 2024 Proxy Statement |

  6. Nominees for Director

    | Dr. Jaewon Ryu | | | Director since: 2021 Age: 50 Committee membership: Compliance Committee | Dr. Jaewon Ryu has been the President and Chief Executive Officer of Geisinger since June 2019, an integrated delivery system with a clinical enterprise, a health plan, the Geisinger Commonwealth School of Medicine, and research and innovation functions operating in central and northeastern Pennsylvania. He originally joined Geisinger in September 2016, as the Executive Vice President and Chief Medical Officer, working to improve the quality, affordability and experience of care delivered across the enterprise. Dr. Ryu was previously President of integrated care delivery for Humana, responsible for Humana’s owned and joint ventured care delivery assets, including a management services organization (MSO) assisting affiliated practices to adopt a population health model. Prior to Humana, Dr. Ryu held various leadership roles at the University of Illinois Hospital & Health Sciences System, Kaiser Permanente, the Centers for Medicare and Medicaid Services, and as a White House Fellow at the Department of Veterans Affairs. He was also a practicing corporate healthcare attorney with the international firm McDermott, Will & Emery. Dr. Ryu has also served since 2018 as a commissioner on the Medicare Payment Advisory Commission (MedPAC). He is also a director on the National Committee for Quality Assurance (NCQA), the Commonwealth Fund, and Teleflex, Inc. Dr. Ryu earned his bachelor’s degree from Yale University and his M.D. and J.D. from the University of Chicago. He completed his residency training in emergency medicine at Harbor-UCLA Medical Center. Dr. Ryu is a valuable member of our Board because of his extensive experience in management services organizations and high-quality patient care. | | Bill Sullivan | | | Director since: 2016 Age: 60 Committee membership: Audit Committee | Bill Sullivan has been an investor and operator of disruptive healthcare service and technology businesses for over 30 years. He is the founder of Brighton Health Partners, a platform that invests across diversified venture and private equity strategies in the healthcare industry. Mr. Sullivan is also an investor and current board member of Soar Health, Sol Mental Health, Duos and HUB International. Previously, he was founder/Chair of Brighton Health Group, a healthcare services holding company which acquired a number of companies, including Privia Health in 2014 and owned it until the Company’s IPO in 2021. Prior to founding Brighton Health Group, Mr. Sullivan was a partner at global private equity firm Apax Partners (2007- 2012). While at Apax, Mr. Sullivan led the $1.4B take private of TriZetto Group, the leading provider of technology solutions to payers. Prior to joining Apax, Mr. Sullivan was the CEO & Chairman of MagnaCare Holdings (acq. Apax), a health plan management company. Mr. Sullivan joined the founding management team of Oxford Health Plans (acq. United Healthcare) from 1987 to 2000, his last four as President of the company. Mr. Sullivan received a bachelor’s degree in Finance and Banking from Suffolk University in Boston. Mr. Sullivan is a valuable member of our Board because of his extensive experience in the healthcare industry and prior track record as a senior executive. |

  7. Nominees for Director

    | | 2024 Proxy Statement | 7 |

  8. Class I Directors—Continuing Directors Whose Terms Expire in 2026

    Class I Directors—Continuing Directors Whose Terms Expire in 2026

  9. Class I Directors—Continuing Directors Whose Terms Expire in 2026

    | Nancy Cocozza | | | Director since: 2022 Age: 63 Committee membership: Audit Committee and Nominating and Corporate Governance Committee | Nancy Cocozza has over 25 years of experience in healthcare and government programs. Ms. Cocozza retired in June 2018 from the position of President of the Medicare Business for Aetna, where she was responsible for Aetna’s Medicare strategy, growth and operating results. Prior to Aetna, Ms. Cocozza was Executive Vice President at HealthMarkets, an individual market health insurance provider, where she led the Medicare division. She also led the government insurance programs at Coventry Health Care. Ms. Cocozza began her career at Aetna, where she spent 16 years building and leading various commercial managed care operations. Ms. Cocozza most recently served on the Board of Directors, the Audit Committee, and Compensation Committee of Aspira Women’s Health, Inc. (NASDAQ: AWH) from August 2018 until March 2021. Ms. Cocozza received a bachelor’s degree in accounting from Thomas Jefferson/Philadelphia University. Ms. Cocozza is a valuable member of our Board because of her extensive experience in the healthcare industry and prior track record as a senior executive. | | David King | | | Director since: 2021 Age: 67 Committee membership: Chair of the Board of Directors, Compensation Committee and Chair of the Nominating and Corporate Governance Committee | David King has been the Managing Member of KingMan LLC, a provider of strategic consulting services for stakeholders across the healthcare system, since December 2021. Prior to this role, Mr. King served as an Operating Partner at Pritzker Private Capital from August 2020 to December 2021, co-leading the firm’s activities in the healthcare sector. Prior to joining Pritzker Private Capital, Mr. King was the Chief Executive Officer of Laboratory Corporation of America Holdings (NYSE: LH) from 2007 to 2019. At Laboratory Corporation of America Holdings, Mr. King also served as the Executive Chair of the Board from November 2019 to May 2020, and as the Non-Executive Chair of the Board from May 2009 to October 2019. Mr. King serves as a director of ZimVie, Inc. (NASDAQ: ZIMV) and is a member of the board of several private companies. He also serves on the board of trustees of Novant Health and the Advisory Board for Duke University’s Robert J. Margolis, MD, Center for Health Policy. Mr. King previously served on the board of Cardinal Health (NYSE: CAH), PATH (where he completed four years as Chair in December 2021) and the American Clinical Laboratory Association (where he served as Chair from 2010 to 2014). Mr. King also served on the board of The Emily K Center, a college-readiness center in Durham, North Carolina, founded by Mike Krzyzewski, the former head coach of the Duke University Men’s Basketball team. Mr. King received a bachelor’s degree, cum laude, from Princeton University and a Juris Doctor, cum laude, from the University of Pennsylvania Carey Law School. Mr. King is a valuable member of our Board because of his extensive experience in the healthcare industry and experience on other healthcare companies’ boards. |

  10. Class I Directors—Continuing Directors Whose Terms Expire in 2026

    | 8 | | 2024 Proxy Statement |

  11. Class I Directors—Continuing Directors Whose Terms Expire in 2026

    | David Wichmann | | | Director since: 2023 Age: 61 Committee membership: Compensation Committee and Audit Committee, effective as of the Annual Meeting | Dave Wichmann is the former chief executive officer and director of UnitedHealth Group, Inc., having served in those capacities from September 2017 through March 2021. His career at UnitedHealth Group spanned 23 years in roles of increasing responsibility leading the growth, diversification, and performance of the company’s businesses, including president, chief financial officer, and head of operations and commercial markets. Prior to joining UnitedHealth Group, Mr. Wichmann was a partner at Arthur Andersen & Co. Mr. Wichmann serves as a director of Boston Scientific. He previously served on the boards of UnitedHealth Group Incorporated and Tennant Company. Mr. Wichmann received his bachelor’s degree in accounting from Illinois State University. Mr. Wichmann is a valuable member of our Board because of his management and director experience in the healthcare industry. |

  12. Class III Directors – Continuing Directors Whose Terms Expire in 2025

    Class III Directors – Continuing Directors Whose Terms Expire in 2025

  13. Class III Directors – Continuing Directors Whose Terms Expire in 2025

    | Adam Boehler | | | Director since: 2023 Age: 44 Committee membership: Compensation Committee | Adam Boehler established Rubicon Founders in 2021. Prior to that, he served as the first CEO of the U.S. International Development Finance Corporation, the U.S. Government’s $60 billion international investment arm. From July 2018 to October 2019, Mr. Boehler served as Senior Advisor for Value-based Transformation and Innovation to the Secretary of the Department of Health and Human Services (HHS). Previously, he served as Deputy Administrator of the Centers for Medicare & Medicaid Services (CMS) and as Director of the Innovation Center at CMS (CMMI) where he focused on transforming the American healthcare system to create better outcomes for patients at lower cost. From 2012 to 2018, Mr. Boehler founded and served as CEO of Landmark Health, a company delivering around-the-clock medical care to chronically ill patients in their homes. Mr. Boehler graduated magna cum laude from the Wharton School of the University of Pennsylvania. Mr. Boehler is a valuable member of our Board because of his extensive experience in the healthcare industry. | | Pamela Kimmet | | | Director since: 2023 Age: 65 Committee membership: Compensation Committee Chair | Pamela O. Kimmet serves as the chief human resources officer (CHRO) of Manulife Financial Corporation (NYSE: MFC) and is responsible for overseeing the company’s human resources and communications function. Prior to joining Manulife as CHRO in October 2018, Ms. Kimmet served on Manulife’s Board of Directors from March 2016 to September 2018. Ms. Kimmet previously served as CHRO of Cardinal Health, Inc. (NYSE: CAH), Coca-Cola Enterprises (NYSE: KO), The Bear Stearns Companies, Inc., and Lucent Technologies. She has also held a range of strategic HR roles at Citigroup and General Motors. An active member of the human resources industry, Ms. Kimmet serves as chair of the HR Policy Association, and she was also the past chair of its Center for Executive Compensation. She additionally serves on the boards for the Center for Advanced Human Resources Studies at Cornell University, the Center for Executive Succession at the University of South Carolina, and the National Academy of Human Resources. Ms. Kimmet previously served on the Board of Directors of Perspecta, Inc. as chair of its Management and Compensation Committee until May 2021, when Veritas Capital acquired the organization. Ms. Kimmet holds an MBA from Michigan State University and a bachelor’s degree in Industrial and Labor Relations from Cornell University. Ms. Kimmett is a valuable member of our Board because of her extensive management and director experience. |

  14. Class III Directors – Continuing Directors Whose Terms Expire in 2025

    | | 2024 Proxy Statement | 9 |

  15. Class III Directors – Continuing Directors Whose Terms Expire in 2025

    | Patricia Maryland | | | Director since: 2021 Age: 70 Committee membership: Compliance Committee | Patricia Maryland has over 40 years of experience in healthcare administration. Ms. Maryland was most recently the Executive Vice President of Ascension and the President and Chief Executive Officer at Ascension Healthcare, a leading non-profit health system from July 2017 through June 2019. Prior to that, Ms. Maryland held various other executive and senior management positions in the Ascension organization from 2003 to 2017, including the roles of President of Healthcare Operations and Chief Operating Officer. Ms. Maryland has served on the board of Encompass Health Corporation (NYSE: EHC) since 2020 and on the board of Surgery Partners, Inc. (NASDAQ: SGRY) since March 2021. Ms. Maryland received a bachelor’s degree in Mathematics from Alabama State University and a Master’s degree in Biostatistics from the University of California, Berkeley. Ms. Maryland also holds a Doctorate of Public Health from the University of Pittsburgh, with a concentration in health services administration and planning. Ms. Maryland is a valuable member of our Board because of her extensive experience in the healthcare industry and her prior track record as a senior executive at a large health system. | | Shawn Morris | | | Director since: 2018 Age: 60 Committee membership: Compliance Committee | Shawn Morris is our former Chief Executive Officer and has served as a member of our board of directors since May 2018. Prior to his role at Privia Health, Mr. Morris was a leader at Cigna- HealthSpring, a Cigna company, known previously as HealthSpring, from 2005 to 2018. Mr. Morris held various leadership roles at Cigna-HealthSpring, including the positions of President, Chief Operating Officer, President of Development & Innovation, and Executive Vice President. Mr. Morris received a bachelor’s degree in Accounting from the Western Kentucky University and is a Certified Public Accountant (inactive). Mr. Morris is also a graduate of Dartmouth College’s Tuck Business School 2030 Global Executive program, an inaugural Fellow of the Nashville Healthcare Council. Mr. Morris is a valuable member of our board of directors because of his extensive experience in the healthcare industry and prior track record as a senior executive in high growth as well as large healthcare companies. |

  16. Class III Directors – Continuing Directors Whose Terms Expire in 2025

    | 10 | | 2024 Proxy Statement |

  17. Compensation Committee

    | • | reviewing and approving the compensation of our directors; |

  18. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our Nominating and Corporate Governance Committee is responsible for identifying, reviewing, evaluating and recommending candidates for nomination to our Board, including candidates to fill any vacancies that may occur. Our Nominating and Corporate Governance Committee assesses the qualifications of candidates in light of the policies and principles in our corporate governance guidelines and may also engage third party search firms to identify director candidates. The Nominating and Corporate Governance Committee may conduct interviews, detailed questionnaires and comprehensive background checks or use any other means that it deems appropriate to gather information to evaluate potential candidates. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates to the Board for approval as director nominees for election to the Board. The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director, such as professional search firms and the relationships of current directors. In the case of a search firm, the Nominating and Corporate Governance Committee will pay a fee for such a firm to assist it in the recruitment and identification of potential candidates for the Board. The Nominating and Corporate Governance Committee generally provides the search firm with guidance as to the qualifications, qualities and skills that the Nominating and Corporate Governance Committee is seeking in potential candidates, and the search firm identifies candidates for the Nominating and Corporate Governance Committee’s consideration.

  19. Executive Compensation Objectives and Philosophy

    | • | Provide reward opportunities consistent with our performance on both a short-term and long-term basis; and |

  20. Executive Compensation Objectives and Philosophy

    | • | Align the long-term interests of our NEOs with those of our stockholders. |

  21. Role of Compensation Consultant

    Role of Compensation Consultant In order to design a competitive executive compensation program that will continue to attract top executive talent and reflect our compensation philosophy, our Compensation Committee has retained Korn Ferry as an independent compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives and provide guidance in administering our executive compensation program. In addition, in 2023, the Company retained Korn Ferry (US), a wholly-owned subsidiary of Korn Ferry, to assist with executive searches. During 2023, the Company paid Korn Ferry aggregate fees of approximately $306,000, of which approximately $186,000 related to services provided to our Compensation Committee with respect to executive and director compensation and approximately $257,000 related to services provided to the Company with respect to executive searches. Although the Compensation Committee was aware of the nature of these additional services performed by Korn Ferry (US), it did not review or approve the hiring of Korn Ferry for such executive search services, as that was approved by management in the ordinary course of business. The Compensation Committee has evaluated Korn Ferry’s independence pursuant to the requirements of Nasdaq and SEC rules, including consideration of the independence factors prescribed by the SEC and Nasdaq to assess the independence of compensation consultants. As part of its review, the Compensation Committee received a letter from Korn Ferry that discussed its independence and provided relevant disclosure under the SEC and Nasdaq independence factors. In assessing Korn Ferry’s independence from management in providing executive and director compensation services to the Compensation Committee, the Compensation Committee also considered that, with respect to such services, Korn Ferry is engaged by, takes direction from, and reports to, the Compensation Committee and only the Compensation Committee has the right to terminate or replace Korn Ferry as its compensation consultant at any time. Based on its review, the Compensation Committee has determined that Korn Ferry does not have any conflicts of interest in advising the Compensation Committee on executive and director compensation matters. The independence of the compensation consultant is reviewed on an annual basis along with the fees spent on services provided by Korn Ferry and its affiliates.

  22. Role of Compensation Consultant

    | | 2024 Proxy Statement | 35 |

  23. Peer Group

    Peer Group In consultation with Korn Ferry, in early 2023, our Compensation Committee selected a peer group of publicly traded companies similarly situated in size and industry profile to Privia Health (the “Peer Group”) as follows:

  24. Peer Group

    | • 1Life Healthcare, Inc. | • Evolent Health, Inc. | • Oak Street Health, Inc. | | • Accolade, Inc. | • Goodrx Holdings, Inc. | • Oscar Health, Inc. | | • Agilon Health, Inc. | • Health Catalyst, Inc. | • Signify Health, Inc. | | • Alignment Healthcare, Inc. | • Lifestance Health Group, Inc. | • Surgery Partners, Inc. | | • Apollo Medical Holdings, Inc. | • Multiplan Corporation | • Teladoc Health, Inc. | | • Cano Health, Inc | | |

  25. Peer Group

    Korn Ferry provided an analysis of data derived from (i) members of the Peer Group and (ii) relevant compensation surveys. For 2023, the Compensation Committee used Korn Ferry’s analysis to help structure a competitive executive compensation program, position executive compensation by considering market data, and make individual compensation decisions based on comparable positions at companies with which we compete for talent. While the Compensation Committee does not establish compensation levels solely based on a review of competitive data, it believes such data is a useful guide for its deliberations as our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate and retain qualified executive officers. Due to considerations related to the size of the Company and certain acquisitions affecting our peer companies, in November 2023, our Compensation Committee, in consultation with Korn Kerry, reviewed and refreshed the Peer Group by removing 1Life Healthcare, Inc., Oak Street Health, Inc. and Signify Health, Inc., which were acquired, making them no longer comparable to the Company, and adding HealthEquity, Inc., Phresia, Inc. and Premier, Inc.

  26. Elements of Compensation

    | • | Annual Performance-Based Incentive Compensation. Annual performance bonuses promote annual performance objectives and reward executives for their contributions toward achieving those objectives; and |

  27. Elements of Compensation

    | • | Equity Based Long-Term Incentive Compensation. Equity compensation, historically provided in the form of stock options and RSUs and, beginning in 2023, PSUs, aligns executives’ interests with our stockholders’ interests, emphasizes long-term financial and operational performance, and helps retain executive talent. |

  28. Cash Incentive Compensation

    Cash Incentive Compensation We consider annual cash incentive bonuses to be an important component of our total compensation program and provides incentives necessary to motivate and retain executive officers. We maintain an annual performance-based cash bonus program in which each of our NEOs participated in 2023. Each NEO is eligible to receive an annual performance-based cash bonus based on a specified target annual bonus award amount, expressed as a percentage of the NEO’s base salary. In fiscal 2023, our NEOs participated in our annual cash incentive bonus program at the following target percentages of base salary:

  29. Cash Incentive Compensation

    | Named Executive Officer | Target Percentage | | Parth Mehrotra, Chief Executive Officer(1) | 100% | | David Mountcastle, Executive Vice President and Chief Financial Officer | 80% | | Thomas Bartrum, Executive Vice President and General Counsel | 50% | | Shawn Morris, Former Chief Executive Officer(2) | 100% |

  30. Cash Incentive Compensation

    | (1) Mr. Mehrotra’s 2023 target percentage is based on his base salary as in effect on December 31, 2023. |

  31. Cash Incentive Compensation

    | (2) In connection with his transition from CEO, Mr. Morris remained eligible to receive an annual cash incentive bonus, based on the Company’s actual performance against the relevant 2023 performance metrics, prorated based on the number of days he served as CEO during 2023. |

  32. Cash Incentive Compensation

    The target bonuses for 2023 were consistent with the target bonuses for 2022, except that Mr. Mountcastle’s target bonus increased by 10% consistent with the terms of the Mountcastle Agreement, as more fully described below under “Summary of Executive Compensation Arrangements.” Our Compensation Committee, based upon the recommendation of our CEO, establishes company performance goals each year that it determines are rigorous yet achievable for management and, at the completion of the year, determines actual bonus payouts after assessing company performance against these goals. Payment of the annual performance-based bonus is generally subject to the NEO’s continued employment with us on the date such bonuses are paid. The corporate scorecard metric with respect to 2023 bonuses included a variety of financial, operational and strategic performance criteria. Bonus payouts under the corporate scorecard metric are determined using a range of threshold to maximum achievement levels, which range from 50% to 150% of target amounts (other than the “Open New Markets” metric, which commences payout at 110% with one new market opened and at 150% with two new markets opened), with an additional 5% modifier applicable in the event certain ESG metrics are achieved. Payouts under the 2023 cash bonus program are not limited at the maximum performance level, and to the extent performance exceeds the maximum performance level, the amount payable continues to increase based on a continuation of the linear interpolation of the metrics achievement and payout levels. However, for bonuses with respect to the 2024 fiscal year, the Compensation Committee has instituted a cap on the maximum achievement levels of 150% of the target amounts. As a result, payout of 2024 bonuses may not exceed 150% of target. The following are the key metrics we used in our annual bonus program for 2023:

  33. Cash Incentive Compensation

    | • | Implemented Providers is defined as the total of all service professionals on Privia Health’s platform at the end of a given period who are credentialed by Privia Health and bill for medical services, in both medical groups that the Company owns (“Owned Medical Groups”) and ones it does not own (“Non-Owned Medical Groups”), during that period. This includes, but is not limited to, physicians, physician assistants, and nurse practitioners. |

  34. Cash Incentive Compensation

    | • | Practice Collections is defined as the total collections from all practices in all markets and all sources of reimbursement, fee-for-service, value-based care (“VBC”) and others that we receive for delivering care and providing our platform and associated services. Practice Collections differ from revenue by adding collections from Non-Owned Medical Groups. |

  35. Cash Incentive Compensation

    | • | Attributed Lives is defined as any patient that a payer deems attributed to Privia Health, in both Owned and Non-Owned Medical Groups, to deliver care as part of a VBC arrangement. The number of Attributed Lives is an important measure that impacts the amount of VBC revenue we receive. |

  36. Cash Incentive Compensation

    | | 2024 Proxy Statement | 37 |

  37. Cash Incentive Compensation

    | • | Adjusted EBITDA is defined as net (loss) income excluding interest income, interest expense, minority interest expense / income, depreciation and amortization, stock-based compensation, severance, other one time or non-recurring expenses and the benefit from income taxes. |

  38. Cash Incentive Compensation

    Adjusted EBITDA is a non-GAAP financial measure. Please see Appendix A for a reconciliation of Adjusted EBITDA to its most closely comparable financial measures calculated in accordance with GAAP. This non-GAAP financial measure is not a substitute for or superior to the comparable financial measures under GAAP. The tables below summarize the 2023 corporate scorecard goals established by the Compensation Committee, their relative weighting, and level of achievement for each goal for 2023 as approved by the Compensation Committee.

  39. Cash Incentive Compensation

    | 2023 Corporate Scorecard Goals ($ in millions) | Weighting | Threshold | Target | Maximum | Actual Achievement | Scorecard Achievement Weighting | | Implemented Providers | 15.0% | 4,030 | 4,180 | 4,330 | 4,224 | 17.2% | | Practice Collections | 25.0% | $2,558.7 | $2,830.7 | $3,125.3 | $2,822.9 | 24.7% | | Attributed Lives | 15.0% | 1,018 | 1,168 | 1,318 | 1,120 | 12.6% | | Adjusted EBITDA | 30.0% | $64.8 | $73.5 | $79.2 | $72.2 | 27.8% | | Open New Market | 15.0% | N/A | One(1) | Two | 1.5 | 19.5% | | Subtotal | 100.0% | | | | | 101.8% | | ESG Metric Composite (Employee Engagement, Physician Engagement, DEI)(2) | 5.0% | | | | | 4.0% | | Total | | | | | | 105.8% |

  40. Cash Incentive Compensation

    | (1) The opening of one new market would result in a payout of 110% of target, where achievement at the target level for the other 2023 corporate scorecard goals would result in a payout of 100% of target. Although the Company launched two new medical groups in Washington State and South Carolina, as well as entered the Connecticut market, the Compensation Committee used its discretion in determining achievement of 1.5. |

  41. Cash Incentive Compensation

    | (2) The ESG Metric Composite is a modifier that is applied to the 2023 corporate scorecard achievement. |

  42. Cash Incentive Compensation

    In addition, the ESG metric modifier is comprised of three elements: (i) employee engagement, measured through improving and maintaining our Employee Net Promoter Score (“eNPS”); (ii) physician engagement, measured through improving and maintaining provider Net Promoter Score (“NPS”) and (iii) DEI, evaluated on whether we were able to attract, develop and retain talent to deliver on our mission, strategy and values, increase representation across all levels, embed a culture of inclusivity through continued education and learning goals, and ensure equity within our key talent processes. For 2023, the ESG metric modifier was deemed achieved at +4.0% due to improving our eNPS score, improving our NPS score, increased programming in support of the LGBTQ+ population, and recognition of our positive culture around DEI through Top Workplaces, resulting in overall achievement of 105.8% of target under our corporate scorecard.

  43. 2023 Bonus Payout Results

    2023 Bonus Payout Results The Compensation Committee recognized the NEOs’ contributions towards company performance in 2023, including being awarded top workplaces accolades in two markets and nationally, enhancing DEI, developing public company best practices, policies, and procedures, and exceeding financial metrics. The Compensation Committee awarded bonuses to each NEO at 105% of target, consistent with the corporate scorecard achievement level (rounded down to the nearest whole percent).

  44. 2023 Bonus Payout Results

    | Name | Overall Individual Assessment (% of Target) | Total Bonus Payout (Based on Corporate Scorecard Achievement) | | Parth Mehrotra | 105% | $630,000 | | David Mountcastle | 105% | 319,200 | | Thomas Bartrum | 105% | 178,500 | | Shawn Morris(1) | 105% | 315,000 |

  45. 2023 Bonus Payout Results

    | (1) Mr. Morris’ total annual bonus payout based on actual performance against the relevant 2023 performance metrics would have been $630,000; however, the amount he was paid was prorated to reflect the number of days he served as our CEO during 2023. |

  46. 2023 Bonus Payout Results

    | 38 | | 2024 Proxy Statement |

  47. Equity-Based Long-Term Incentive Awards

    Equity-Based Long-Term Incentive Awards We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of executives with those of our stockholders. The Compensation Committee considers Korn Ferry’s market pay analysis and internal equity considerations when determining the value of equity-based awards to grant to NEOs. Our Compensation Committee believes it is essential to provide equity-based compensation to our executive officers in order to align the incentives of our executive officers with those of our stockholders, reinforcing our commitment to ensuring a strong linkage between company performance and pay. Option Award Modification in connection with the IPO Prior to our IPO, we granted stock options to our employees pursuant to the PH Group Holdings Corp. Stock Option Plan (the “2018 Plan”), the majority of which were performance-vesting options that would vest upon a change of control transaction in which our Former Lead Investors achieved a threshold return. Although the IPO did not qualify as a change of control transaction under the terms of the performance-based options, because the sponsors would have exceeded the investment return threshold in a hypothetical sale of Privia Health at the IPO price, we amended the vesting condition of the performance-based options and converted them to time-based options. The rest of the pre-IPO options granted to our NEOs were time-based options, the unvested portion of which were accelerated by one year in connection with the IPO. In addition, Mr. Morris’s unvested time-based options were accelerated by four months upon consummation of the IPO. The incremental fair value of all of the modified options is reported under the “Option Awards” column in the Summary Compensation Table for fiscal year 2021 in accordance with ASC Topic 718. The incremental fair value does not represent new awards made to, or payments actually received by, our NEOs during 2021, and was mostly attributable to the modification of the performance-based options.

  48. 2023 Long-Term Incentive Program

    2023 Long-Term Incentive Program In early 2023, the Compensation Committee adopted our 2023 Long-Term Incentive Program, which is a framework for granting long-term incentives to our executive officers and other employees. This framework introduced PSUs to our mix of equity awards, in order to drive achievement of our corporate performance goals and further align the interests of our NEOs and other participants with those of our stockholders. In accordance with the framework of the 2023 Long-Term Incentive Program, our NEOs (other than Mr. Morris) received 60% of their 2023 annual equity award in the form of PSUs and 40% of their 2023 annual equity award in the form of RSUs. The RSUs vest in equal installments on each of the first three anniversaries of the grant date. The PSUs are eligible to vest between 0% and 200% of the target number based on the achievement of certain company-wide performance metrics over the three-year period beginning on January 1, 2023 and ending on December 31, 2025, subject to adjustment based on a total shareholder return (“TSR”) modifier, as well as the NEO’s continued service with the Company (the “Annual PSUs”). In no event will the Annual PSUs pay out at greater than 200% of the target number granted. The Annual PSUs granted to our NEOs (other than Mr. Morris) in 2023 are eligible to be earned 50% based on the achievement of cumulative Practice Collections and 50% based on the achievement of cumulative Adjusted EBITDA metrics (each as described above under “Cash Incentive Compensation”) over the three-year performance period ending December 31, 2025. The applicable targets for fiscal year 2023 were established by the Compensation Committee at the time the Annual PSUs were granted as follows: (a) Practice Collections – threshold of $2,406.08 million, target of $2,830.69 million and maximum of $3,255.29 million; and (b) Adjusted EBITDA – threshold of $55.15 million, target of $73.53 million and maximum of $91.91 million. The applicable targets for fiscal years 2024 and 2025 will be established by the Compensation Committee no later than March 31 of each year, and achievement of the metrics will be determined by the Compensation Committee on a cumulative basis at the end of the three-year performance period as follows:

  49. 2023 Long-Term Incentive Program

    | Vesting of Annual PSUs Subject to Practice Collections Metric | | | | Achievement Level | Percentage of Cumulative Practice Collections Target | Vesting Percentage | | Threshold | 85% | 50% | | Target | 100% | 100% | | Maximum | 115% | 200% |

  50. 2023 Long-Term Incentive Program

    | | 2024 Proxy Statement | 39 |

  51. 2023 Long-Term Incentive Program

    | Vesting of Annual PSUs Subject to Adjusted EBITDA Metric | | | | Achievement Level | Percentage of Cumulative Adjusted EBITDA Target | Vesting Percentage | | Threshold | 75% | 50% | | Target | 100% | 100% | | Maximum | 125% | 200% |

  52. 2023 Long-Term Incentive Program

    If achievement of the Practice Collections or Adjusted EBITDA metrics is between two levels, the Company will apply linear interpolation in order to determine the applicable vesting percentage of the Annual PSUs. The Annual PSUs will not vest if a GAAP Revenue cumulative target for 2023 and 2024 of greater than $2 billion is not achieved, regardless of the achievement of the cumulative Practice Collections and Adjusted EBITDA metrics. Adjusted EBITDA is a non-GAAP financial measure. Please see Appendix A for a reconciliation of Adjusted EBITDA to its most closely comparable financial measures calculated in accordance with GAAP. This non-GAAP financial measure is not a substitute for or superior to the comparable financial measures under GAAP. Following a determination of the number of Annual PSUs eligible to be earned based on the actual achievement of the cumulative Practice Collections and Adjusted EBITDA metrics, the total number of Annual PSUs earned will be determined based on the application of a TSR modifier. The TSR modifier will result in an increase or decrease to the total number of earned Annual PSUs by 15% (but in no event will more than 200% of target Annual PSUs be earned) based on the Company’s TSR for the three-year performance period as compared to the TSRs of the companies comprising the Standard & Poor’s Healthcare Services Select Industry Index over the same performance period (“Relative TSR”), as follows:

  53. 2023 Long-Term Incentive Program

    | Relative TSR Percentile for Performance Period | TSR Modifier | | Above 75th | +15% | | 25th – 75th | No change | | Less than 25th | -15% |

  54. 2023 Long-Term Incentive Program

    CEO Promotional PSUs In addition, in connection with Mr. Mehrotra’s promotion to CEO on July 1, 2023, the Compensation Committee determined that it was appropriate to grant him a one-time, 100% performance-based, award in light of his increased responsibilities and in order to properly incentivize him to further drive operational, financial, and business performance, as further discussed above under “2023 Compensation Highlights—Appointment of Mr. Parth Mehrotra as Chief Executive Officer”. Such CEO Promotional PSUs vest between 0% and 200% of the target number based on the Company’s Relative TSR over a four-year performance period beginning on July 1, 2023 and ending on June 30, 2027, and Mr. Mehrotra’s continued service with the Company, as follows:

  55. 2023 Long-Term Incentive Program

    | Vesting of CEO Promotional PSUs | | | Relative TSR Percentile for Performance Period | Vesting Percentage of CEO Promotional PSUs | | Less than 25% | —% | | 25% | 50% | | 50% | 100% | | 75% or greater | 200% |

  56. 2023 Long-Term Incentive Program

    If achievement of the Relative TSR metric is between two levels, the Company will apply linear interpolation in order to determine the vesting percentage of the CEO Promotional PSUs. In the event the Company’s TSR for the four-year performance period is negative, the percentage of CEO Promotional PSUs that will vest will be the lesser of the number calculated based on the table above and 100%.

  57. 2023 Long-Term Incentive Program

    | 40 | | 2024 Proxy Statement |

  58. 2023 Long-Term Incentive Program

    2023 RSU and PSU Grants We made the following grants of RSUs and PSUs to our NEOs (other than Mr. Morris) in 2023. The Compensation Committee determined that in light of Mr. Morris’ planned transition from CEO, it was not appropriate to grant him any additional equity awards. As a result, Mr. Morris did not receive any RSUs or PSUs in 2023. None of the NEOs received stock options in 2023.

  59. 2023 Long-Term Incentive Program

    | Name | Number of RSUs(1) | Number of Annual PSUs(2) | Number of CEO Promotional PSUs(3) | | Parth Mehrotra | 89,046 | 133,570 | 232,765 | | David Mountcastle | 22,058 | 33,088 | — | | Thomas Bartrum(4) | 18,382 | 27,573 | — |

  60. 2023 Long-Term Incentive Program

    | (1) Represents the annual RSUs granted on May 9, 2023, and an incremental award of 15,517 RSUs granted to Mr. Mehrotra on July 1, 2023 in connection with his promotion to the role of CEO, all of which vest on each of the first three anniversaries of May 9, 2023, subject to continued service with us. |

  61. 2023 Long-Term Incentive Program

    | (2) Represents the target number of Annual PSUs granted on May 9, 2023, and an incremental award of 23,275 Annual PSUs granted to Mr. Mehrotra on July 1, 2023 in connection with his promotion to the role of CEO, all of which vest between 0-200% of target based on achievement of the applicable performance goals after the conclusion of the three-year performance period, subject to continued service with us. |

  62. 2023 Long-Term Incentive Program

    | (3) Represents a one-time, 100% performance-based, target CEO Promotional PSU grant made to Mr. Mehrotra in connection with his promotion to the role of CEO, on July 1, 2023, with the actual number of PSUs vesting between 0-200% of target based on achievement of the applicable performance goals after the conclusion of the four-year performance period, subject to his continued service with us. |

  63. 2023 Long-Term Incentive Program

    | (4) In connection with Mr. Bartrum’s separation, any equity awards outstanding and unvested as of immediately prior to his departure will immediately vest as to the portion of such equity awards that would otherwise have vested within the twelve-month period following such date and the remainder will be forfeited, as described below under “2024 Compensation Decisions”. |

  64. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements We are party to employment agreements with each of our NEOs, which provide for severance benefits and payments upon certain terminations without cause or resignations for good reason. Our Compensation Committee believes that these types of arrangements are necessary to attract and retain executive talent and are a customary component of executive compensation. In addition, certain of our executives may be entitled to enhanced benefits in connection with a qualifying termination following a change in control pursuant to our equity plans, which can mitigate a potential disincentive for our executives when they are evaluating a potential acquisition of the Company and can encourage retention through the conclusion of the transaction. A description of these arrangements, as well as information on the estimated payments and benefits that our NEOs would have been eligible to receive as of December 31, 2023, are set forth in “Executive Compensation Tables—Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table—Summary of Executive Compensation Arrangements” and “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” below.

  65. Mr. Morris’s Transition Agreement

    Mr. Morris’s Transition Agreement In connection with Mr. Morris’s retirement as CEO, on June 23, 2023, we entered into a transition agreement with Mr. Morris (“Morris Transition Agreement”) pursuant to which he agreed to provide services to the Company through July 1, 2023 and, following such date, continue to serve as a member of the Board. The Board determined that it was important to have Mr. Morris continue to serve as a non-employee director to provide continuity and preserve long-standing institutional knowledge. In order to incentivize Mr. Morris to remain a member of the Board, the Board concluded that it was appropriate to allow Mr. Morris to continue to vest in the equity awards he received in his capacity as an employee of the Company while he continues to serve as a director. Mr. Morris is entitled to receive cash fees for his service as a non-employee director in accordance with the Company’s Non-Employee Director Compensation Program. However, unlike the other non-employee directors, Mr. Morris will not receive any equity award grants

  66. Mr. Morris’s Transition Agreement

    pursuant to the Company’s Non-Employee Director Compensation Program for so long as he continues to hold his existing unvested equity awards. In light of the various compensatory items that Mr. Morris gave up, including not receiving a base salary increase or an equity award during 2023, despite serving as our CEO for the first six months of 2023 and remaining on the Board thereafter, the Board determined that it was fair and appropriate to allow Mr. Morris to remain eligible to receive a pro-rated 2023 annual cash bonus, based on actual achievement of the applicable 2023 performance metrics, for the period from January 1, 2023 to June 30, 2023 that Mr. Morris served as our CEO, and to provide Company-subsidized COBRA coverage for up to 12 months following July 1, 2023, conditioned on Mr. Morris’s execution of a release of claims and continued compliance with restrictive covenants. The Morris Transition Agreement is described in more detail below under “Executive Compensation Tables – Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table – Summary of Executive Compensation Arrangements – Employment Agreement and Transition Agreement with Shawn Morris”.

  67. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth information concerning the compensation paid to our NEOs during our most recently completed fiscal years ended December 31, 2023, 2022 and 2021.

  68. 2023 Summary Compensation Table

    | | | Salary | Bonus | Stock Awards(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Name and Principal Position | Year | ($)(1) | ($)(2) | ($) | ($) | ($)(5) | ($)(6) | ($) | | Parth Mehrotra | 2023 | $541,667 | $— | $15,886,998 | $— | $630,000 | $14,520 | $17,073,185 | | Chief Executive Officer | 2022 | $475,000 | $256,025 | $— | $— | $622,725 | $13,512 | $1,367,262 | | | 2021 | $475,000 | $— | $2,239,993 | $48,550,675 | $725,000 | $13,069 | $52,003,737 | | David Mountcastle | 2023 | $380,000 | $— | $1,601,991 | $— | $319,200 | $14,520 | $2,315,711 | | Executive Vice President and Chief Financial Officer | 2022 | $340,729 | $90,174 | $1,338,513 | $799,995 | $348,726 | $13,512 | $2,931,649 | | Thomas Bartrum(7) | 2023 | $340,000 | $— | $1,334,993 | $— | $178,500 | $14,520 | $1,868,013 | | Executive Vice President and General Counsel | 2022 | $323,277 | $49,130 | $1,532,577 | $— | $222,870 | $13,512 | $2,141,366 | | | 2021 | $300,000 | $— | $629,993 | $8,726,034 | $225,000 | $13,069 | $9,894,096 | | Shawn Morris(8) | 2023 | $312,500 | $— | $— | $— | $315,000 | $52,020 | $679,520 | | Former Chief Executive Officer | 2022 | $600,000 | $263,400 | $— | $— | $786,600 | $13,512 | $1,663,512 | | | 2021 | $600,000 | $— | $2,799,997 | $99,374,735 | $850,000 | $13,069 | $103,637,801 |

  69. 2023 Summary Compensation Table

    | (1) The Amounts reflect actual base salaries paid to each named executive officer, taking into account the base salary increases described above under “Elements of Compensation—Base Salary”. |

  70. 2023 Summary Compensation Table

    | (2) Amounts reflect the special discretionary bonuses paid to our NEOs in respect of 2022 based on extraordinary individual contributions by our NEOs. No discretionary bonuses were paid to our NEOs in respect of 2023. |

  71. 2023 Summary Compensation Table

    | (3) The amounts reported in this column represent the aggregate grant date fair value of RSUs and PSUs granted to our NEOs during 2023, 2022 and 2021 (as applicable), as calculated in accordance with ASC Topic 718, which for the PSUs is based on the applicable performance conditions being achieved at target level, which was determined to be the probable outcome, as of the grant date, without regard to estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSU and PSU awards are described in Note 11 to our consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2023. The values of the PSUs granted to Messrs. Mehrotra, Mountcastle and Bartrum in 2023 assuming they are earned at maximum level of performance are $26,691,662, $1,922,412 and $1,601,992, respectively. |

  72. 2023 Summary Compensation Table

    | (4) The amounts reported in this column represent the aggregate grant date fair value of options granted to our NEOs during 2022 and 2021, as calculated in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the option awards are described in Note 11 to our consolidated financial statements in the Annual Report form 10-K for the year ended December 31, 2023. In addition, the amounts reported in this column for 2021 include the incremental fair value of options for certain of our NEOs in 2021 which were modified in connection with the IPO as follows: Mr. Morris—$94,174,738; Mr. Mehrotra—$44,390,676; and Mr. Bartrum—$7,556,039. No options were granted to our NEOs in 2023. |

  73. 2023 Summary Compensation Table

    | (5) Represents annual bonuses earned by our NEOs under our annual incentive bonus program in respect of 2023, 2022 and 2021 (paid in March 2024, 2023 and 2022, respectively), as discussed above under “Compensation Discussion and Analysis — Elements of Compensation — Cash Incentive Compensation.” |

  74. 2023 Summary Compensation Table

    | (6) The amounts in this column represent (i) the Company’s contributions to the Company’s 401(k) plan on behalf of each of the NEOs and (ii) with respect to Mr. Morris, fees he received for his services as a director on our Board after his employment ceased on July 1, 2023, which, for the 2023 fiscal year, totaled $37,500. |

  75. 2023 Summary Compensation Table

    | (7) Mr. Bartrum ceased serving as our Executive Vice President and General Counsel on January 29, 2024 and will remain employed in a transition role through May 31, 2024. |

  76. 2023 Summary Compensation Table

    | (8) Mr. Morris ceased serving as our CEO and an employee of the Company, effective July 1, 2023, but continues to serve as a non-employee member of our Board. |

  77. 2023 Summary Compensation Table

    | 46 | | 2024 Proxy Statement |

  78. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2023 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal 2023.

  79. Grants of Plan-Based Awards in Fiscal 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(#) | Grant Date Fair Value of Stock Awards ($)(2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Parth Mehrotra | N/A | — | $600,000 | — | — | — | — | — | — | | | 5/9/23(3) | — | — | — | — | — | — | 73,529 | $2,136,017 | | | 5/9/23(4) | — | — | — | 55,147 | 110,294 | 220,588 | — | $3,204,041 | | | 7/1/23(5) | — | — | — | — | — | — | 15,517 | $405,149 | | | 7/1/23(4) | — | — | — | 11,638 | 23,276 | 46,552 | — | $607,736 | | | 7/1/23(6) | — | — | — | 116,383 | 232,765 | 465,530 | — | $9,534,054 | | David Mountcastle | N/A | — | $304,000 | — | — | — | — | — | — | | | 5/9/23(3) | — | — | — | — | — | — | 22,058 | $640,785 | | | 5/9/23(4) | — | — | — | 16,544 | 33,088 | 66,176 | — | $961,206 | | Thomas Bartrum | N/A | — | $170,000 | — | — | — | — | — | — | | | 5/9/23(3) | — | — | — | — | — | — | 18,382 | $533,997 | | | 5/9/23(4) | — | — | — | 13,787 | 27,573 | 55,146 | — | $800,996 | | Shawn Morris | N/A | — | $300,000 | — | — | — | — | — | — |

  80. Grants of Plan-Based Awards in Fiscal 2023

    | (1) Amounts reflect the potential target payout under our 2023 annual bonus program. There are no threshold or maximum payouts under our annual bonus program. Please see the description of the annual bonus program under “Compensation Discussion and Analysis—Elements of Compensation—Cash Incentive Compensation” above. |

  81. Grants of Plan-Based Awards in Fiscal 2023

    | (2) Amounts reflect the grant date fair value in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate these values in Note 11 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. |

  82. Grants of Plan-Based Awards in Fiscal 2023

    | (3) The RSUs granted to our NEOs are scheduled to vest in three ratable annual installments on each of the first three anniversaries of the grant date, subject to the NEO’s continued service with the Company. |

  83. Grants of Plan-Based Awards in Fiscal 2023

    | (4) The Annual PSUs granted to our NEO’s will vest between 0% and 200% of the target number Annual PSUs based upon the Company’s achievement of the applicable performance metrics over the three-year performance period ending on December 31, 2025 and the NEO’s continued service with the Company. Please see the description of the Annual PSUs under “Compensation Discussion and Analysis—Elements of Compensation—Equity-Based Long-Term Incentive Awards—2023 Long-Term Incentive Program” above. |

  84. Grants of Plan-Based Awards in Fiscal 2023

    | (5) The RSUs granted to Mr. Mehrotra are scheduled to vest in three ratable annual installments on each of the first three anniversaries of May 9, 2023, subject to Mr. Mehrotra’s continued service with the Company. |

  85. Grants of Plan-Based Awards in Fiscal 2023

    | (6) The CEO Promotional PSUs granted to Mr. Mehrotra are scheduled to vest between 0% and 200% of the target number of CEO Promotional PSUs based on the achievement of the applicable performance metrics over the four-year performance period ending on June 30, 2027 and Mr. Mehrotra’s continued service with the Company. Please see the description of the CEO Promotional PSUs under “Compensation Discussion and Analysis—Elements of Compensation—Equity-Based Long-Term Incentive Awards—CEO Promotional PSUs” above. |

  86. Grants of Plan-Based Awards in Fiscal 2023

    | (7) In connection with Mr. Bartrum’s separation, any equity awards that are outstanding and unvested as of immediately prior to Mr. Bartrum’s departure will immediately vest as to the portion of such awards that would otherwise have vested within the twelve-month period following such date and the remainder will be forfeited, as more fully explained under “Compensation Discussion and Analysis—2024 Compensation Actions.” |

  87. Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table

  88. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table The following table presents the outstanding equity incentive plan awards held by each NEO as of December 31, 2023:

  89. Outstanding Equity Awards at Fiscal Year End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Parth Mehrotra | 8/28/18(2) | 36,416 | — | $2.00 | 8/27/33 | | | | | | | 8/28/18(3) | 68,256 | — | $2.00 | 8/27/33 | | | | | | | 12/4/19(4) | 38,756 | — | $2.00 | 12/3/34 | | | | | | | 12/4/19(3) | 74,310 | — | $2.00 | 12/3/34 | | | | | | | 9/8/20(3) | 34,739 | — | $2.00 | 9/7/35 | | | | | | | 4/29/21(5)(6) | 145,827 | 291,654 | $23.00 | 4/28/31 | | | | | | | 4/29/21(7) | | | | | 64,928 | $1,495,292 | | | | | 5/9/23(8) | | | | | 73,529 | $1,693,373 | | | | | 5/9/23(9) | | | | | | | 110,294 | $2,540,071 | | | 7/1/23(10) | | | | | 15,517 | $357,357 | | | | | 7/1/23(9) | | | | | | | 23,276 | $536,046 | | | 7/1/23(11) | | | | | | | 232,765 | $5,360,578 | | David Mountcastle | 8/28/18(12) | 21,231 | — | $2.00 | 8/27/28 | | | | | | | 8/28/18(3) | 4,287 | — | $2.00 | 8/27/28 | | | | | | | 3/20/19(4) | 17,244 | — | $2.00 | 3/19/29 | | | | | | | 12/4/19(4) | 6,481 | — | $2.00 | 12/3/29 | | | | | | | 12/4/19(3) | 2,450 | — | $2.00 | 12/3/29 | | | | | | | 9/8/20(4) | 10,833 | — | $2.00 | 9/7/30 | | | | | | | 4/29/21(5) | 34,178 | 68,356 | $23.00 | 4/28/31 | | | | | | | 4/29/21(7) | | | | | 15,218 | $350,471 | | | | | 4/1/22(13) | 16,220 | 48,662 | $26.73 | 3/31/32 | | | | | | | 4/1/22(13) | | | | | 36,625 | $843,474 | | | | | 5/9/23(8) | | | | | 22,058 | $507,996 | | | | | 5/9/23(9) | | | | | | | 33,088 | $762,017 | | Thomas Bartrum | 8/28/18(3) | 11,024 | — | $2.00 | 8/27/33 | | | | | | | 8/28/18(14) | 62,380 | — | $2.00 | 8/27/33 | | | | | | | 12/4/19(3) | 17,149 | — | $2.00 | 12/3/34 | | | | | | | 9/8/20(4) | 21,667 | — | $2.00 | 9/7/35 | | | | | | | 4/29/21(5) | 41,013 | 82,028 | $23.00 | 4/28/31 | | | | | | | 4/29/21(7) | | | | | 18,261 | $420,551 | | | | | 5/31/22(15) | | | | | 63,964 | $1,473,091 | | | | | 5/9/23(8) | | | | | 18,382 | $423,337 | | | | | 5/9/23(9) | | | | | | | 27,573 | $635,006 | | Shawn Morris | 8/28/18(16) | 2,514,848 | — | $2.00 | 8/27/33 | | | | | | | 8/28/18(3)(17) | 1,531,117 | — | $2.00 | 8/27/33 | | | | | | | 4/29/21(5)(18) | 182,283 | 364,568 | $23.00 | 4/28/31 | | | | | | | 4/29/21(7) | | | | | 81,160 | $1,869,115 | | |

  90. Outstanding Equity Awards at Fiscal Year End Table

    | (1) Amounts are calculated by multiplying the number of shares shown in the table by $23.03, the closing trading price of our common stock on December 29, 2023 (the last trading day before our fiscal year end of December 31, 2023). |

  91. Outstanding Equity Awards at Fiscal Year End Table

    | (2) Reflects a grant of both time-based and performance-based non-qualified stock option (“NQSO”), each of which had an exercise price of $2.00. The time-based options vested 50% on the grant date, and 25% vested on each of the first and second anniversary of the grant date. Full vesting |

  92. Outstanding Equity Awards at Fiscal Year End Table

    | 50 | | 2024 Proxy Statement |

  93. Outstanding Equity Awards at Fiscal Year End Table

    | of the performance-based portion of the award was subject to attainment of certain performance goals in connection with a liquidity event. The time-based options were modified effective April 29, 2021 to accelerate by one year any time-based option that was not previously 100% vested. The performance-based options were modified effective April 29, 2021 to become time-based options that vested 60% on April 29, 2021, 20% on April 29, 2022 and 20% on October 29, 2022. |

  94. Outstanding Equity Awards at Fiscal Year End Table

    | (3) Reflects a grant of performance-based NQSOs that was subject to attainment of certain performance goals in connection with a liquidity event. The performance-based options were modified to become time-based options that vested 60% on April 29, 2021, 20% on April 29, 2022 and 20% on October 29, 2022. |

  95. Outstanding Equity Awards at Fiscal Year End Table

    | (4) Reflects a grant of both time-based and performance-based NQSOs, each of which had an exercise price of $2.00. The time-based options vested 25% on the first four anniversaries of the grant date. Full vesting of the performance-based portion of the award was subject to attainment of certain performance goals in connection with a liquidity event. The time-based options were modified effective April 29, 2021 to accelerate by one year any time-based option that was not previously 100% vested. The performance-based options were modified effective April 29, 2021 to become time-based options that vested 60% at April 29, 2021, 20% on April 29, 2022 and 20% on October 29, 2022. |

  96. Outstanding Equity Awards at Fiscal Year End Table

    | (5) Reflects a grant of time-based NQSOs, each of which had an exercise price of $23.00 and vests over four years, with 1/3 vesting two years after date of grant, another 1/3 at three years from date of grant and the final 1/3 at four years from the date of grant, subject to the executive’s continued service with the Company. |

  97. Outstanding Equity Awards at Fiscal Year End Table

    | (6) Reflects stock options held by the Jaya Mehrotra 2021 Trust, of which Mr. Mehrotra’s spouse is the Trustee and Mr. Mehrotra and his children are beneficiaries. |

  98. Outstanding Equity Awards at Fiscal Year End Table

    | (7) Reflects RSUs that vest over four years, with 1/3 vesting two years after date of grant, another 1/3 at three years from date of grant and the final 1/3 at four years from the date of grant, subject to the executive’s continued service with the Company. |

  99. Outstanding Equity Awards at Fiscal Year End Table

    | (8) Reflects RSUs that vest in three substantially equal annual installments on the first, second and third anniversaries of the grant date, subject to the executive’s continued service with the Company. |

  100. Outstanding Equity Awards at Fiscal Year End Table

    | (9) Reflects Annual PSUs that become eligible to vest based on the achievement of certain cumulative Practice Collections and Adjusted EBITDA metrics over the three-year period ending December 31, 2025, the Company’s achievement of a GAAP Revenue cumulative target for 2023 and 2024 greater than $2.0 billion and Relative TSR metrics, subject to the executive’s continued service with the Company through the date that the achievement of the applicable performance goals are determined. The amounts reported are at the target level of performance. |

  101. Outstanding Equity Awards at Fiscal Year End Table

    | (10) Reflects RSUs that vest in three substantially equal annual installments on the first, second and third anniversaries of May 9, 2023, subject to the executive’s continued service with the Company. |

  102. Outstanding Equity Awards at Fiscal Year End Table

    | (11) Reflects CEO Promotional PSUs that become eligible to vest based on the achievement of certain Relative TSR metrics over the four-year period ending June 30, 2027, subject to Mr. Mehrotra’s continued service with the Company through the date that the achievement of applicable performance goals are determined. The amounts reported are at the target level of performance. |

  103. Outstanding Equity Awards at Fiscal Year End Table

    | (12) Reflects a grant of both time-based and performance-based NQSOs, each of which had an exercise price of $2.00. The time-based options vested 100% on the grant date. Full vesting of the performance-based portion of the award was subject to attainment of certain performance goals in connection with a liquidity event. The performance-based options were modified effective April 29, 2021 to become time-based options that vested 60% at April 29, 2021, 20% on April 29, 2022 and 20% on October 29, 2022. |

  104. Outstanding Equity Awards at Fiscal Year End Table

    | (13) The options and RSUs granted to Mr. Mountcastle are scheduled to vest in four ratable annual installments on each of the first four anniversaries of the grant date, subject to Mr. Mountcastle’s continued service with us. |

  105. Outstanding Equity Awards at Fiscal Year End Table

    | (14) Reflects a grant of both time-based and performance-based NQSOs, each of which had an exercise price of $2.00. The time-based options vested 75% on the grant date, and the remaining 25% were schedule to vest on the first anniversary of the grant date. Full vesting of the performance-based portion of the award was subject to attainment of certain performance goals in connection with a liquidity event. The time-based options were modified effective April 29, 2021 to accelerate by one year any time-based option that was not previously 100% vested. The performance-based options were modified effective April 29, 2021 to become time-based options that vested 60% at April 29, 2021, 20% on April 29, 2022 and 20% on October 29, 2022. |

  106. Outstanding Equity Awards at Fiscal Year End Table

    | (15) The RSUs granted to Mr. Bartrum are scheduled to vest on the third anniversary of the grant date, subject to his continued service with us. |

  107. Outstanding Equity Awards at Fiscal Year End Table

    | (16) Reflects a grant of both time-based and performance-based non-qualified stock option (“NQSO”), each of which has an exercise price of $2.00. The time-based options were originally schedule to time-vest in equal annual installments on the first, second, third and fourth anniversary of the grant date. Full vesting of the performance-based portion of the award was subject to attainment of certain performance goals in connection with a liquidity event. The time-based options were modified effective April 29, 2021 to accelerate by one year any time vested option that was not previously 100% vested and the performance-based options were modified effective April 29, 2021 to become time-based options that vested 60% at April 29, 2021, 20% on April 29, 2022 and 20% on October 29, 2022. The modification also accelerated the time-based options held by Shawn Morris by an additional four months such that 100% of his time based options were vested as of April 29, 2021. Includes 14,848 of stock options held by Emerald Family, LLC, which is affiliated with Mr. Morris. |

  108. Outstanding Equity Awards at Fiscal Year End Table

    | (17) Includes 300,818 of stock options held by Emerald Family, LLC, which is affiliated with Mr. Morris. |

  109. Outstanding Equity Awards at Fiscal Year End Table

    | (18) Includes 182,283 of stock options held by Emerald Family, LLC, which is affiliated with Mr. Morris. |

  110. Outstanding Equity Awards at Fiscal Year End Table

    | | 2024 Proxy Statement | 51 |

  111. Options Exercised and Stock Vested in Fiscal 2023

    Options Exercised and Stock Vested in Fiscal 2023

  112. Options Exercised and Stock Vested in Fiscal 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Parth Mehrotra | 695,229 | $18,258,647 | 32,463 | $896,953 | | David Mountcastle | — | $— | 19,816 | $547,272 | | Thomas Bartrum | 140,444 | $3,464,875 | 9,130 | $252,262 | | Shawn Morris | 467,550 | $12,370,737 | 40,579 | $1,121,198 |

  113. Options Exercised and Stock Vested in Fiscal 2023

    | (1) Amounts are calculated by multiplying the number of shares as to which the option was exercised by the market price of the shares on the exercise date, net of the exercise price. |

  114. Options Exercised and Stock Vested in Fiscal 2023

    | (2) Amounts are calculated by multiplying the number of shares vested by our closing stock price on the vesting date. |

  115. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  116. Estimated Potential Payments

    Estimated Potential Payments The following table summarizes the payments that would be made to our NEOs who were in active employment with us as of December 31, 2023, upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2023. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees, such as accrued vacation.

  117. Estimated Potential Payments

    | Name | Benefit | Termination Without Cause or for Good Reason / Cause (no Change in Control) ($) | Change in Control (no Termination) ($)(1) | Termination Without Cause or for Good Reason / Cause in Connection with a Change in Control ($) | Termination due to end of a renewal term ($) | | Parth Mehrotra | Cash(2) | $1,800,000 | $— | $1,800,000 | N/A | | | Equity Acceleration(3) | 1,431,176 | 11,982,716 | 11,982,716 | N/A | | | Continued Healthcare(4) | 43,367 | — | 43,367 | N/A | | | Total | $3,274,543 | $11,982,716 | $13,826,083 | $— | | David Mountcastle | Cash(5) | $684,000 | $— | $684,000 | N/A | | | Equity Acceleration(3) | 625,679 | 15,292,081 | 15,292,081 | N/A | | | Continued Healthcare(6) | 28,912 | — | 28,912 | N/A | | | Total | $1,338,591 | $15,292,081 | $16,004,993 | $— | | Thomas Bartrum | Cash(7) | $510,000 | $— | $510,000 | N/A | | | Equity Acceleration(3) | 351,369 | 4,841,044 | 4,841,044 | N/A | | | Continued Healthcare(6) | 34,708 | — | 34,708 | N/A | | | Total | $896,077 | $4,841,044 | $5,385,752 | $— |

  118. Estimated Potential Payments

    | (1) Assumes awards are not assumed or substituted in connection with the change in control. |

  119. Estimated Potential Payments

    | (2) Represents 150% of the sum of Mr. Mehrotra’s (i) annual base salary and (ii) target annual bonus for 2023. |

  120. Estimated Potential Payments

    | (3) With respect to options, the value of equity acceleration was calculated by (i) multiplying the number of accelerated shares of common stock underlying the options by $23.03, the closing trading price of our common stock on December 29, 2023 (the last trading day before our fiscal year end of December 31, 2023) and (ii) subtracting the exercise price for the options. With respect to RSUs and PSUs, the value of equity acceleration was calculated by multiplying the number of accelerated RSUs and PSUs by $23.03, the closing trading price of our common stock on December 29, 2023 (the last trading day before our fiscal year end of December 31, 2023). The number of PSUs was determined as if the applicable performance metrics were achieved at 100% of target as of the date of the applicable change in control or termination of service. |

  121. Estimated Potential Payments

    | (4) Represents 18 months continuation of COBRA premiums. |

  122. Estimated Potential Payments

    | (5) Represents 100% of Mr. Mountcastle’s (i) annual base salary and (ii) target annual bonus for 2023. |

  123. Estimated Potential Payments

    | (6) Represents an amount equal to 12 months continuation of COBRA premiums. |

  124. Estimated Potential Payments

    | (7) Represents 100% of Mr. Bartrum’s (i) annual base salary and (ii) target annual bonus for 2023. |

  125. Estimated Potential Payments

    As described above, Mr. Morris’s employment with the Company terminated on July 1, 2023. In accordance with the terms of the Morris Transition Agreement, Mr. Morris is entitled to receive the following payments: (i) a prorated annual cash performance bonus for fiscal year 2023 of $315,000, payable on the date in fiscal year 2024 that annual bonuses are payable to senior executives of the Company; (ii) continued health benefits for a period of 12 months equal to a maximum value of $28,912; and (iii) continued vesting of his pre-July 1, 2023 equity awards for as long as Mr. Morris continues to serve on the Board. Any such equity awards that remain unvested when Mr. Morris ceases to serve on the Board will be forfeited for no consideration.

  126. CEO Pay Ratio

    CEO Pay Ratio We are required by SEC rules and regulations to disclose the annual total compensation for our CEO and an estimate of the median annual total compensation for our worldwide employee population excluding our CEO, and the ratio of annual total compensation for our CEO to the annual total compensation for our median employee. For the year ended December 31, 2023:

  127. CEO Pay Ratio

    | • | The annual total compensation for our CEO, Mr. Mehrotra, was $17,073,185 as reported in the “Total” column of the Summary Compensation Table. Since Mr. Mehrotra was appointed CEO effective July 1, 2023, we annualized his Salary, as disclosed in the Summary Compensation Table, and added the disclosed values of his Stock Awards, Non-Equity Incentive Plan Compensation and other components of All Other Compensation to arrive at a value of $17,131,518, used for the ratio of annual total compensation for our CEO to the annual total compensation for our median employee. Mr. Mehrotra’s annual total compensation includes $9,534,054 related to the CEO Promotional PSUs granted upon Mr. Mehrotra becoming CEO, which was a one-time, 100% performance-based grant. |

  128. CEO Pay Ratio

    | • | The annual total compensation for our median employee was $81,475, calculated in accordance with the rules applicable to the Summary Compensation Table. |

  129. CEO Pay Ratio

    For the year ended December 31, 2023, the annual total compensation for our CEO was approximately 210 times that of our median employee. We understand that the CEO pay ratio is intended to provide greater transparency into annual CEO pay and how it compares to the annual pay of the median employee. As such, we are providing a supplemental ratio that compares Mr. Mehrotra’s regular annual total compensation, excluding the special one-time CEO Promotional PSUs, to the annual total compensation of the median employee, as we believe that this supplemental ratio reflects a more representative comparison. The resulting supplemental pay ratio is approximately 93 to 1.

  130. CEO Pay Ratio

    | 54 | | 2024 Proxy Statement |

  131. CEO Pay Ratio

    For purposes of identifying our median employee, we used our total employee population as of December 31, 2023. We used the sum of base salary, annual bonus, grant date value of equity awards and sum of other bonuses, and overtime as applicable for the 12-month period ending December 31, 2023 as our compensation measure that we consistently applied to all employees.

  132. CEO Pay Ratio

    | | 2024 Proxy Statement | 55 |

  133. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years (“FYs”) ended December 31, 2023, 2022 and 2021, and our financial performance for each such FY. The Company became a reporting company in April 2021.

  134. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | Summary Compensation Table Total for PEO (Current) ($) (1) | Compensation Actually Paid to PEO (Current) ($) (2) | Summary Compensation Table Total for PEO (Former) ($) (1) | Compensation Actually Paid to PEO (Former) ($) (2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (1) | Average Compensation Actually Paid to Non-PEO NEOs ($) (2) | Total Shareholder Return ($) (3) | Peer Group Total Shareholder Return ($) (3) | Net Income ($ in millions) | Adjusted EBITDA ($ in millions) (4) | | 2023 | $17,073,185 | $15,769,393 | $679,520 | $2,593,632 | $2,091,862 | $2,338,615 | $66.27 | $78.53 | $21.00 | $72.20 | | 2022 | N/A | N/A | $1,663,512 | $3,437,341 | $2,761,965 | $1,624,410 | $65.35 | $73.70 | $(12.10) | $60.90 | | 2021 (5) | N/A | N/A | $103,637,801 | $158,105,544 | $30,948,917 | $41,167,621 | $74.45 | $92.63 | $(190.60) | $41.40 |

  135. Pay Versus Performance Table

    | (1) The Company had two Principal Executive Officers (“PEOs”) during the 2023 FY: Parth Mehrotra (our current CEO) and Shawn Morris (our former CEO). Mr. Morris was the sole PEO during our 2022 and 2021 FYs. Our Non-PEO NEOs for each relevant FY are as follows: |

  136. Pay Versus Performance Table

    | FY | Non-PEO NEOs | | 2023 | David Mountcastle and Thomas Bartrum | | 2022 | David Mountcastle, Parth Mehrotra, Thomas Bartrum and Jeff Sherman | | 2021 | Parth Mehrotra and Thomas Bartrum |

  137. Pay Versus Performance Table

    | (2) Amounts represent compensation actually paid to our PEOs for each of the FYs shown, and the average compensation actually paid to our remaining Non-PEO NEOs for the relevant FY, as determined under SEC rules. Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable FY, as adjusted as follows: |

  138. Pay Versus Performance Table

    | | 2021 | | 2022 | | 2023 | | | | Adjustments | PEO (Former) | Average Non-PEO NEOs | PEO (Former) | Average Non-PEO NEOs | PEO (Current) | PEO (Former) | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(102,174,732) | $(30,073,348) | $— | $(2,032,188) | $(15,886,998) | $— | $(1,468,492) | | Increase based on ASC Topic 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $9,657,228 | $4,949,322 | $— | $799,574 | $13,051,914 | $— | $1,190,262 | | Increase based on ASC Topic 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | $— | $— | $— | $— | $— | $— | $— | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC Topic 718 Fair Value from Prior FY End to Applicable FY End | $42,803,798 | $12,203,146 | $(1,220,073) | $(374,456) | $467,452 | $584,315 | $174,872 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC Topic 718 Fair Value from Prior FY End to Vesting Date | $104,181,449 | $23,139,584 | $2,993,902 | $469,515 | $1,063,840 | $1,329,796 | $350,111 | | Deduction of ASC Topic 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | $— | $— | $— | $— | $— | $— | $— | | TOTAL ADJUSTMENTS | $54,467,743 | $10,218,704 | $1,773,829 | $(1,137,555) | $(1,303,792) | $1,914,112 | $246,753 |

  139. Pay Versus Performance Table

    | The fair value valuation adjustments outlined above to calculate the compensation actually paid did not include assumptions that materially differed from those used in the Company’s grant date fair value calculations. |

  140. Pay Versus Performance Table

    | (3) We use the Nasdaq Health Care Index (the “Health Care Index”) as the peer group for presenting a comparison of total shareholder return (“TSR”) in the table above and graphs below. Amounts in this column represent cumulative TSR of the Health Care Index for the period beginning April 29, 2021 through the end of the relevant fiscal year. |

  141. Pay Versus Performance Table

    | 56 | | 2024 Proxy Statement |

  142. Pay Versus Performance Table

    | (4) Adjusted EBITDA is a non-GAAP measure. Adjusted EBITDA is defined as net income (loss) excluding interest income, interest expense, non-controlling interest expense / income, depreciation and amortization, stock-based compensation, severance, other one time or non-recurring expenses, employer taxes on equity vesting/exercises and the provision for (benefit from) income taxes. Please see Appendix A for a reconciliation of Adjusted EBITDA to its most closely comparable financial measure calculated in accordance with GAAP. The Company selected Adjusted EBITDA as the Company-Selected Measure due to it being an important financial performance measure that helps link compensation actually paid to the Company’s NEOs to the Company’s performance for the most recently completed fiscal year. Specifically, Adjusted EBITDA is used to evaluate performance under the 2023 annual bonus program’s corporate scorecard, a short-term cash incentive plan that is funded based on the Company’s achievement of Adjusted EBITDA, as well as several other Company performance goals. |

  143. Pay Versus Performance Table

    | (5) In connection with our IPO, outstanding performance-based options held by our employees were converted to time-based options, as further described above under “ Equity-Based Long-Term Incentive Awards—Option Award Modification in connection with the IPO ”. As a result of this modification, our NEOs’ compensation for purposes of Summary Compensation Table reporting was significantly impacted. We do not consider our NEOs’ Summary Compensation Table total compensation for 2021 representative of what our NEOs will receive as compensation going forward, as the modification of the performance-based options was a one-time occurrence in connection with our IPO. In addition, we believe that our net loss in FY 2021 was not representative of our performance in that fiscal year since it reflects one-time, non-cash charges related to the modification of the options related to our IPO. |

  144. Relationship Between Compensation Actually Paid and the Financial Performance Measures included in Pay Versus Performance Table

    Relationship Between Compensation Actually Paid and the Financial Performance Measures included in Pay Versus Performance Table Compensation actually paid to Mr. Morris decreased over the prior year in each of 2022 and 2023, while average compensation actually paid to our Non-PEO NEOs decreased between 2021 and 2022, but slightly increased between 2022 and 2023. Similarly, our TSR decreased between the period beginning April 29, 2021 (the date of our IPO) through the end of 2022 but slightly increased between 2022 and 2023. This trajectory also aligns with that of the Health Care Index TSR, which also decreased between the date of our IPO through the end of 2022 and then increased between 2022 and 2023. We do not consider the compensation actually paid to Mr. Morris or Mr. Mehrotra in 2023 representative of the compensation we expect to pay our PEO in future years due to the PEO transition that occurred in July 2023.Approximately 50% of the compensation actually paid to Mr. Mehrotra in 2023 relates to a one-time 100% performance-based CEO Promotional PSU award, which was designed to further align his compensation with the interests of the Company’s stockholders and will only vest upon the achievement of applicable performance goals and his continued employment. In addition, we note that our NEOs’ (including our PEO’s) total compensation for 2021 included amounts related to a one-time modification to previously granted stock options made in connection with our IPO, and we do not consider it to be representative of our NEOs’ future compensation. Both our net income and Adjusted EBITDA increased over the prior year in each of 2022 and 2023 and the increase in the compensation actually paid to our Non-PEO NEOs from 2022 to 2023 aligned with our increased performance in our key performance metric. As mentioned above, due to modifications related to our equity awards in relation to our IPO, we do not consider our net income results or compensation actually paid in 2021 to be indicative of our performance or the compensation paid to our NEOs. We note, that despite there being an increase in our Adjusted EBITDA from 2021 to 2022, neither our PEO nor our Non-PEO NEOs (as a group) had an increase in compensation actually paid from 2021 to 2022.

  145. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following key metrics represent the most important financial and operating performance measures used by us to link company performance to compensation actually paid to our NEOs for the fiscal year ended December 31, 2023:

  146. Pay Versus Performance Tabular List

    | • | Practice Collections; |

  147. Pay Versus Performance Tabular List

    | • | Care Margin; |

  148. Pay Versus Performance Tabular List

    | • | Implemented Providers; |

  149. Pay Versus Performance Tabular List

    | • | Attributed Lives; and |

  150. Pay Versus Performance Tabular List

    | • | Adjusted EBITDA. |

  151. Pay Versus Performance Tabular List

    | | 2024 Proxy Statement | 57 |

  152. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors during the year ended December 31, 2023. Mr. Mehrotra was named our Chief Executive Officer and was appointed to our Board effective as of July 1, 2023, but did not receive any additional compensation for his service as a director. Mr. Mehrotra’s compensation as an NEO of the Company is presented in “Executive Compensation.” Any compensation Mr. Morris earned during 2023 in his capacity as a non-employee director following his retirement as CEO has been reported in the “All Other Compensation” column of the Summary Compensation Table in accordance with SEC rules. Mr. Morris did not receive any additional compensation for his service as a director while he was serving as our CEO. Mr. Bernstein and Mr. Sherrill are employees of our Former Lead Investors and did not receive any compensation from us for their service as directors.

  153. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Jeff Bernstein(2) | — | — | — | | Adam Boehler(3) | $— | $— | $— | | Nancy Cocozza(4) | $72,500 | $202,561 | $275,061 | | Pamela Kimmet(5) | $39,583 | $171,435 | $211,018 | | David King(6) | $132,500 | $202,561 | $335,061 | | Patricia Maryland(7) | $87,500 | $202,561 | $290,061 | | Thomas McCarthy(8) | $97,500 | $202,561 | $300,061 | | Shawn Morris(9) | $— | $— | $— | | Jaewon Ryu(10) | $72,500 | $202,561 | $275,061 | | Will Sherrill(11) | — | — | — | | Bill Sullivan(12) | $72,500 | $202,561 | $275,061 | | David Wichmann(13) | $31,250 | $171,435 | 202,685 |

  154. DIRECTOR COMPENSATION

    | (1) The amounts reported in this column represent the aggregate grant date fair value of RSUs granted to our non-employee directors in 2023, as calculated in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of RSUs are described in Note 11 to our consolidated financial statements in the Annual Report form 10-K for the year ended December 31, 2023. |

  155. DIRECTOR COMPENSATION

    | (2) Mr. Bernstein resigned from the Board effective August 1, 2023. |

  156. DIRECTOR COMPENSATION

    | (3) Mr. Boehler was appointed as a member of the Board effective July 1, 2023. |

  157. DIRECTOR COMPENSATION

    | (4) As of December 31, 2023, Mrs. Cocozza held 7,758 unvested RSUs. |

  158. DIRECTOR COMPENSATION

    | (5) Mrs. Kimmet was appointed as a member of the Board effective August 1, 2023. As of December 31, 2023, Mrs. Kimmet held 6,189 unvested RSUs. |

  159. DIRECTOR COMPENSATION

    | (6) As of December 31, 2023, Mr. King held 7,758 unvested RSUs. |

  160. DIRECTOR COMPENSATION

    | (7) As of December 31, 2023, Mrs. Maryland held 7,758 unvested RSUs. |

  161. DIRECTOR COMPENSATION

    | (8) As of December 31, 2023, Mr. McCarthy held 7,758 unvested RSUs. |

  162. DIRECTOR COMPENSATION

    | (9) As of December 31, 2023, Mr. Morris held 4,592,816 stock options, of which 497,949 are held by Emerald Family, LLC, which is affiliated with Mr. Morris, and 81,160 unvested RSUs. For so long as Mr. Morris holds unvested equity awards granted to him during his employment with the Company, he will not be eligible to receive (and has waived any right to receive) any additional equity compensation from the Company under its Non-Employee Director Compensation Program, unless otherwise determined by the Board. |

  163. DIRECTOR COMPENSATION

    | (10) As of December 31, 2023, Dr. Ryu held 7,758 unvested RSUs. |

  164. DIRECTOR COMPENSATION

    | (11) Mr. Sherrill resigned from the Board effective July 1, 2023. |

  165. DIRECTOR COMPENSATION

    | (12) As of December 31, 2023, Mr. Sullivan held 7,758 unvested RSUs. |

  166. DIRECTOR COMPENSATION

    | (13) Mr. Wichmann was appointed as a member of the Board effective August 1, 2023. As of December 31, 2023, Mr. Wichmann held 6,189 unvested RSUs. |

  167. Non-Employee Director Compensation

    Non-Employee Director Compensation In 2023, in consultation with Korn Ferry, the Board reviewed director compensation arrangements at our peer companies and adopted a new Non-Employee Director Compensation Program (the “Non-Employee Director Compensation Program”), which adjusted the cash and equity retainers to be paid to our non-employee directors in order to attract and retain highly qualified and exceptional directors. Previously, all non-employee directors received an annual retainer of $70,000. In addition, the Chair of the Board received an annual fee of $50,000, the Chair of the Audit Committee received an annual fee of $25,000 and the Chair of the Compliance Committee received an annual fee of $12,500. In addition, the Board authorized the Chair of the Compensation Committee to receive an annual fee of $17,500 and the Chair of the Nominating and Corporate Governance Committee to receive an annual fee of $12,500;

  168. Non-Employee Director Compensation

    | 58 | | 2024 Proxy Statement |

  169. Non-Employee Director Compensation

    provided, however any chair employed by one of our Former Lead Investors did not receive any compensation from us for their service as chair of their respective committee. Each non-employee director also received an annual grant of RSUs under our long-term incentive plan covering an amount of shares of the Company’s common stock equal to $175,000, divided by the 30 day trailing average stock price of the Company’s common stock on the date of grant. Non-employee directors who were appointed or elected to the Board were eligible to receive an initial restricted stock unit award in the same amount in lieu of an annual equity award for the year of such director’s appointment or election. Pursuant to the Non-Employee Director Compensation Program, effective July 1, 2023, all non-employee directors receive an annual retainer of $75,000. In addition, the Chair of the Board receives an annual cash retainer of $55,000, and the chairs of our committees receive the following annual retainers: Chair of the Audit Committee, $25,000; Chair of the Compliance Committee—$17,500; Chair of the Compensation Committee—$20,000; and Chair of the Nominating and Corporate Governance Committee—$15,000. As under the prior program, any chair employed by one of our Former Lead Investors does not receive any compensation from us for their service as chair of their respective committee. Each non-employee director will also automatically receive an annual grant of RSUs under our long-term incentive plan covering an amount of shares of the Company’s common stock equal to $200,000 divided, by the 30 day trailing average stock price of the Company’s common stock the date of grant. Additionally, each non-employee director who is appointed or elected to the Board will automatically receive an initial RSU award covering an amount of shares of the Company’s common stock equal to the product of (i) $200,000 and (ii) a fraction, the numerator of which is (x) 365 minus (y) the number of days in the period beginning on the date of the Annual Meeting immediately preceding such non-employee director’s start date and ending on such non-employee director’s start date and the denominator of which is 365 (with the number of shares of common stock underlying such award determined based on dividing such value by the 30 day trailing average stock price of the Company’s common stock the date of grant) (which, for the avoidance of doubt, is in lieu of an annual equity award for the year of such director’s appointment or election).

  170. Non-Employee Director Compensation

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  171. BOARD OF DIRECTORS

    BOARD OF DIRECTORS (A) Power of the Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of athe Board of Directors. (B) Number of Directors. The Board shall fix the number of directors that constitute the whole Board of Directors in the manner provided in the Bylaws. (C) Election of Directors. 1. (1) Until such time as the Minimum Ownership Threshold is no longer met, the Board of Directors will consist of a single class of Directors each elected annually at the annual meeting of stockholders. Following the time when the Minimum Ownership Threshold is no longer met, theThe Board (other than Preferred Stock Directors, if any) shall be divided into three (3) classes, as nearly equal in number as possible, designated Class I, Class II, and Class III. Class I Directors shall initially serve until the first annual meeting of stockholders following the time when the Minimum Ownership Threshold is no longer met; Class II Directors shall initially serve until the second annual meeting of stockholders following the time when the Minimum Ownership Threshold is no longer met; and Class III Directors shall initially serve until the third annual meeting of stockholders following the time when the Minimum Ownership Threshold is no longer met. Commencing with the first annual meeting of stockholders following the time when the Minimum Ownership Threshold is no longer met, eachEach Director of each class the term of which shall then expire shall be elected to hold office for a term ending on the date of the third annual meeting of stockholders next following the annual meeting at which such director was elected. Immediately following the time when the Minimum Ownership Threshold is no longer met, the Board is authorized to designate the members of the Board then in office as Class I directors, Class II directors or Class III directors. In making such designation, the Board shall equalize, as nearly as possible, the number of directors in each class. Notwithstanding the foregoing, each suchEach director shall hold office until such director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation, or removal. In the event of any change in the number of directors, the Board of Directors shall apportion any newly created directorships among, or reduce the number of directorships in, such class or classes as shall equalize, as nearly as possible, the number of directors in each class. In no event will a decrease in the number of directors shorten the term of any incumbent director. 2. (2) There shall be no cumulative voting in the election of directors. Election of directors need not be by written ballot unless the Bylaws so provide. (D) Vacancies. Vacancies on the Board of Directors resulting from death, resignation, removal or otherwise and newly created directorships resulting from any increase in the number of directors shall, except as otherwise required by law, be filled solely by a majority of the directors then in office (although less than a quorum) or by the sole remaining director, and each director so elected shall hold office for a term that shall coincide with the term of the Class to which such director shall have been elected. (E) Removal. Except for Preferred Stock Directors (as defined below), any Director or the entire Board may be removed from office at any time, but only for cause by the affirmative vote of the holders of sixty-six and 2/3 percent (66 2/3%) of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class; provided, however, that until the Minimum Ownership Requirement is no longer met, any Director may be

  172. BOARD OF DIRECTORS

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  173. BOARD OF DIRECTORS

    removed with or without cause, by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class. (F) Preferred Stock Directors. Notwithstanding anything else contained herein, whenever the holders of one or more classes or series of Preferred Stock shall have the right, voting separately as a class or series, to elect directors (the “Preferred Stock Directors”), the election, term of office, filling of vacancies, removal and other features of such directorships shall be governed by the terms of such class or series of Preferred Stock adopted by resolution or resolutions adopted by the Board of Directors pursuant to ArticleARTICLE 4(A) hereto, and such directors so elected shall not be subject to the provisions of this ArticleARTICLE 6 unless otherwise provided therein. ARTICLE 7.