DEF 14A of Privia Health Group, Inc.
Filed Apr 4, 2025 · FY20240001193125-25-072922
NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS
NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS
Class III Directors—Nominees for Terms Expiring in 2028
Class III Directors—Nominees for Terms Expiring in 2028
Class III Directors—Nominees for Terms Expiring in 2028
| Pamela Kimmet | | | Director since: 2023 Age: 66 Committee membership: Chair of Compensation Committee Nominating and Governance Committee | 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. Kimmet is a valuable member of our Board because of her extensive management and director experience. | | Patricia Maryland | | | Director since: 2021 Age: 71 Committee membership: Chair of the 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: 61 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 and 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. |
Class III Directors—Nominees for Terms Expiring in 2028
| | 2025 Proxy Statement | 3 |
Class II Directors—Continuing Directors Whose Terms Expire in 2027
Class II Directors—Continuing Directors Whose Terms Expire in 2027
Class II Directors—Continuing Directors Whose Terms Expire in 2027
| Thomas McCarthy | | | Director since: 2021 Age: 68 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 and a Director of Avenue of the Arts, Inc. He previously served as a Director of the Habitat for Humanity of Montgomery and Delaware Counties from 2017 to 2024. 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: 46 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, 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 and 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’s Chief Executive Officer and his extensive professional experience in the healthcare industry. | | Dr. Jaewon Ryu | | | Director since: 2021 Age: 51 Committee membership: Compliance Committee | Dr. Jaewon Ryu has been the Chief Executive Officer of Risant Health since April 2024 when it acquired Geisinger. Previously, he served as 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. |
Class II Directors—Continuing Directors Whose Terms Expire in 2027
| 4 | | 2025 Proxy Statement |
Class I Directors—Continuing Directors Whose Terms Expire in 2026
Class I Directors—Continuing Directors Whose Terms Expire in 2026
Class I Directors—Continuing Directors Whose Terms Expire in 2026
| Nancy Cocozza | | | Director since: 2022 Age: 64 Committee membership: Audit Committee 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: 68 Committee membership: Independent Chair of the Board Compensation Committee 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 Non-Executive Chair of the Board from November 2019 to May 2020, and as the 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 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. |
Class I Directors—Continuing Directors Whose Terms Expire in 2026
| | 2025 Proxy Statement | 5 |
Class I Directors—Continuing Directors Whose Terms Expire in 2026
| David Wichmann | | | Director since: 2023 Age: 62 Committee membership: Compensation Committee Audit Committee | David 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. |
Class I Directors—Continuing Directors Whose Terms Expire in 2026
| 6 | | 2025 Proxy Statement |
Compensation Committee
| • | reviewing and approving the compensation of our directors; |
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.
Executive Compensation Objectives and Philosophy
| • | Reinforce and align our NEOs’ long-term interests with our values and successful execution of our mission; |
Executive Compensation Objectives and Philosophy
| • | Provide reward opportunities consistent with our performance on both a short-term and long-term basis; and |
Executive Compensation Objectives and Philosophy
| • | Align the long-term interests of our NEOs with those of our stockholders. |
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. Korn Ferry did not provide any other services to the Company in 2024 for fees in excess $120,000. 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.
Peer Group
Peer Group In consultation with Korn Ferry, in early 2024, 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:
Peer Group
| • Accolade, Inc. | • Goodrx Holdings, Inc. | • Phreesia, Inc. | | • Agilon Health, Inc. | • Health Catalyst, Inc. | • Premier, Inc. | | • Alignment Healthcare, Inc. | • Health Equity, Inc. | • Oscar Health, Inc. | | • Astrana Health, Inc. | • Lifestance Health Group, Inc. | • Surgery Partners, Inc. | | • Evolent Health, Inc. | • Claritev Corporation (f/k/a Multiplan Corporation) | • Teladoc Health, Inc. |
Peer Group
Korn Ferry provided an analysis of data derived from (i) members of the Peer Group and (ii) relevant compensation surveys. For 2024, 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. The Compensation Committee reviews the Peer Group periodically and makes adjustments that it deems are appropriate or necessary, for example as a result of business combinations and other changes. In 2024, the Compensation Committee did not make changes to the Peer Group other than removing Cano Health, Inc., which entered bankruptcy and went private during 2024.
Peer Group
| 26 | | 2025 Proxy Statement |
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 |
Elements of Compensation
| • | Equity Based Long-Term Incentive Compensation. Equity compensation, provided in the form of 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. |
Cash Incentive Compensation
Cash Incentive Compensation We consider annual cash incentive bonuses to be an important component of our total compensation program that provide incentives necessary to motivate and retain executive officers. We maintain an annual performance-based cash bonus program in which each of our NEOs (other than Mr. Bartrum) participated in 2024. Each such 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 2024, our NEOs (other than Mr. Bartrum) participated in our annual cash incentive bonus program at the following target percentages of base salary:
Cash Incentive Compensation
| Named Executive Officer | Target Percentage | | Parth Mehrotra, Chief Executive Officer | 100% | | David Mountcastle, Executive Vice President and Chief Financial Officer | 80% | | Edward C. Fargis, Executive Vice President and General Counsel | 60% |
Cash Incentive Compensation
The target bonuses for Mr. Mehrotra and Mr. Mountcastle for 2024 were consistent with their target bonuses for 2023. Mr. Fargis joined the Company on January 29, 2024 and was eligible for an annual cash incentive bonus for fiscal year 2024 in accordance with the Fargis Agreement. 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.
Cash Incentive Compensation
| | 2025 Proxy Statement | 27 |
Cash Incentive Compensation
The corporate scorecard metric with respect to 2024 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 “Inorganic Growth” metric, which commences payout at 110% with one new market opened and at 150% with two new markets opened). For payouts under the 2024 cash incentive bonus program, the Compensation Committee 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 2024:
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. |
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. |
Cash Incentive Compensation
| • | Attributed Lives is defined as any patient that a payer deems attributed to Privia, 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. |
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. |
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. |
Cash Incentive Compensation
The graphic below shows the 2024 corporate scorecard goals established by the Compensation Committee, their relative weighting, and level of achievement for each goal for 2024 as approved by the Compensation Committee. For 2024, the Compensation Committee included a qualitative stakeholder satisfaction metric, similar to our previous ESG modifier, with a 5% weighting that is comprised of three elements: (i) employee engagement, measured through improving and maintaining our Employee Net Promoter Score; (ii) physician engagement, measured through improving and maintaining provider Net Promoter Score and (iii) individual, qualitative goals related to the Company’s ability to attract, develop and retain talent to deliver on our mission, strategy and values.
Cash Incentive Compensation
| 28 | | 2025 Proxy Statement |
2024 Bonus Payout Results
2024 Bonus Payout Results The Compensation Committee recognized the NEOs’ contributions towards company performance in 2024, including being awarded top workplaces accolades, improving our physician engagement scores, continuing to enhance our public company best practices, policies, and procedures, and exceeding financial metrics. The Compensation Committee awarded bonuses to each NEO (other than Mr. Bartrum) at 119% of target, consistent with the corporate scorecard achievement level.
2024 Bonus Payout Results
| Name | Overall Individual Assessment (% of Target) | Total Bonus Payout (Based on Corporate Scorecard Achievement) | | Parth Mehrotra | 119% | $714,000 | | David Mountcastle | 119% | $361,760 | | Edward C. Fargis | 119% | $267,750 |
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.
2024 Long-Term Incentive Program
2024 Long-Term Incentive Program In early 2024, the Compensation Committee adopted our 2024 Long-Term Incentive Program, which is a continuation of the framework adopted in early 2023 for granting long-term incentives to our executive officers and other employees. In accordance with the framework of the 2024 Long-Term Incentive Program, our NEOs (other than Mr. Bartrum) received 60% of their 2024 annual equity award in the form of PSUs and 40% of their 2024 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, 2024 and ending on December 31, 2026, 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. In addition, Mr. Fargis received a sign-on equity grant on January 29, 2024 of 44,404 RSUs under the Company’s 2021 Plan, which will vest in its entirety on the third anniversary of the grant date, subject to Mr. Fargis’ continued employment with the Company. The Annual PSUs granted to our NEOs (other than Mr. Bartrum) in 2024 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 cumulative three-year performance period ending December 31, 2026, subject to adjustment based on a total shareholder return (“TSR”) modifier. The cumulative financial metrics are based on annual targets, and the applicable targets for fiscal year 2024 were established by the Compensation Committee as follows: (a) Practice Collections – threshold of $2.45 billion, target of $2.88 billion and maximum of 3.31 billion; and (b) Adjusted EBITDA – threshold of $74.57 million, target of $87.73 million and maximum of $100.89 million. The 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:
2024 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% |
2024 Long-Term Incentive Program
| | 2025 Proxy Statement | 29 |
2024 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% |
2024 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 2024 and 2025 of greater than $2 billion is not achieved, regardless of the achievement of the cumulative Practice Collections and Adjusted EBITDA* metrics. 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:
2024 Long-Term Incentive Program
| Relative TSR Percentile for Performance Period | TSR Modifier | | Above 75 th | +15% | | 25 th – 75 th | No change | | Less than 25 th | -15% |
2024 Long-Term Incentive Program
| * 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. |
2024 Long-Term Incentive Program
2024 RSU and PSU Grants We made the following grants of RSUs and PSUs to our NEOs (other than Mr. Bartrum) in 2024. None of the NEOs received stock options in 2024.
2024 Long-Term Incentive Program
| Name | Number of RSUs (1) | Number of Annual PSUs (2) | | Parth Mehrotra | 119,885 | 179,828 | | David Mountcastle | 38,058 | 57,088 | | Edward C. Fargis | 72,948 | 42,816 |
2024 Long-Term Incentive Program
| (1) Represents the annual RSUs granted on March 8, 2024, and a sign-on award of 44,404 RSUs granted to Mr. Fargis on January 29, 2024 in connection with his appointment as Executive Vice President and General Counsel. The annual RSUs vest on each of the first three anniversaries of March 8, 2024, subject to continued service with us, and Mr. Fargis’s sign-on RSUs vest on the third anniversary of the grant date, subject to his continued service with us. |
2024 Long-Term Incentive Program
| (2) Represents the target number of Annual PSUs granted on March 8, 2024, 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. |
Equity Award Timing Policies and Practices
Equity Award Timing Policies and Practices We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has historically granted such awards on a predetermined annual schedule. In fiscal 2024, we did not grant new awards of stock options, stock appreciation rights, or similar option-like instruments to our NEOs.
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. In addition, in connection with Mr. Bartrum’s no longer serving as the Company’s Executive Vice President and General Counsel, effective as of January 29, 2024, the Company entered into a transition letter agreement with him on January 25, 2024 (the “Bartrum Transition Agreement”), which provided for certain payments for the period Mr. Bartrum remained employed by the Company in a non-executive role from January 29, 2024 through May 31, 2024 (the “Transition Period”) and separation benefits and payments in connection with the termination of Mr. Bartrum’s employment, which was deemed to be a termination without cause. 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, 2024 or, in the case of Mr. Bartrum, was paid to him pursuant to the Bartrum Transition Agreement, 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.
2024 Summary Compensation Table
2024 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, 2024, 2023 and 2022.
2024 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 | 2024 | $600,000 | $— | $6,869,422 | $— | $714,000 | $15,353 | $8,198,775 | | Chief Executive Officer | 2023 | $541,667 | $— | $15,886,998 | $— | $630,000 | $14,520 | $17,073,185 | | | 2022 | $475,000 | $256,025 | $— | $— | $622,725 | $13,512 | $1,367,262 | | David Mountcastle | 2024 | $380,000 | $— | $2,180,746 | $— | $361,760 | $15,353 | $2,937,859 | | Executive Vice President and Chief Financial Officer | 2023 | $380,000 | $— | $1,601,991 | $— | $319,200 | $14,520 | $2,315,711 | | | 2022 | $340,729 | $90,174 | $1,338,513 | $799,995 | $348,726 | $13,512 | $2,931,649 | | Edward Fargis(7) | 2024 | $339,844 | $— | $2,592,477 | $— | $267,750 | $15,353 | $3,215,424 | | Executive Vice President and General Counsel | | | | | | | | | | Thomas Bartrum(8) | 2024 | $149,394 | $— | $— | $— | $— | $2,262,887 | $2,412,281 | | Former Executive Vice President and General Counsel | 2023 | $340,000 | $— | $1,334,993 | $— | $178,500 | $14,520 | $1,868,013 | | | 2022 | $323,277 | $49,130 | $1,532,577 | $— | $222,870 | $13,512 | $2,141,366 |
2024 Summary Compensation Table
| (1) The amounts reflect actual base salaries earned by each named executive officer. |
2024 Summary Compensation Table
| (2) Amounts reflect the special discretionary bonuses paid to our NEOs in 2022 based on extraordinary individual contributions by our NEOs. No discretionary bonuses were paid to our NEOs in 2023 or 2024. |
2024 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 2024, 2023 and 2022 (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, 2024. The values of the PSUs granted to Messrs. Mehrotra, Mountcastle and Fargis in 2024 assuming they are earned at maximum level of performance are $8,243,316, $2,616,914 and $1,962,685, respectively. |
2024 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, 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, 2024. No options were granted to our NEOs in 2023 and 2024, and only Mr. Mountcastle was granted options in 2022. |
2024 Summary Compensation Table
| (5) Represents annual bonuses earned by our NEOs under our annual incentive bonus program in respect of 2024, 2023 and 2022 (paid in March 2025, 2024 and 2023, respectively), as discussed above under “Compensation Discussion and Analysis—Elements of Compensation—Cash Incentive Compensation.” |
2024 Summary Compensation Table
| (6) The amounts in this column represent the Company’s contributions to the Company’s 401(k) plan on behalf of each Messrs. Mehrotra, Mountcastle and Fargis. With respect to Mr. Bartrum, the amounts in this column represent (a) $12,702 in Company contributions to the Company’s 401(k) plan on behalf of Mr. Bartrum and (b) $2,250,185 in separation payments following the termination of Mr. Bartrum’s employment, of which (i) $548,497 represents a lump sum cash payment made to Mr. Bartrum equal to his annual base salary, his annual target bonus and 12 months of COBRA subsidies and (ii) $1,701,688 represents the value of accelerating Mr. Bartrum’s unvested equity awards that would otherwise have become vested pursuant to their ordinary vesting schedule within the twelve-month period following his departure. |
2024 Summary Compensation Table
| (7) Mr. Fargis commenced employment as our Executive Vice President and General Counsel on January 29, 2024. |
2024 Summary Compensation Table
| (8) Mr. Bartrum ceased serving as our Executive Vice President and General Counsel on January 29, 2024 and remained employed in a non-executive officer role through May 31, 2024. |
2024 Summary Compensation Table
| 34 | | 2025 Proxy Statement |
Grants of Plan-Based Awards in Fiscal 2024
Grants of Plan-Based Awards in Fiscal 2024 The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2024 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal 2024.
Grants of Plan-Based Awards in Fiscal 2024
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) (2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Parth Mehrotra | N/A | $300,000 | $600,000 | $900,000 | — | — | — | — | — | | | 3/8/24(3) | — | — | — | — | — | — | 119,885 | $2,747,764 | | | 3/8/24(4) | — | — | — | 89,914 | 179,828 | 359,656 | — | $4,121,658 | | David Mountcastle | N/A | $152,000 | $304,000 | $456,000 | — | — | — | — | — | | | 3/8/24(3) | — | — | — | — | — | — | 38,058 | $872,289 | | | 3/8/24(4) | — | — | — | 28,544 | 57,088 | 114,176 | — | $1,308,457 | | Edward Fargis | N/A | $112,500 | $225,000 | $337,500 | — | — | — | — | — | | | 1/29/24(5) | — | — | — | — | — | — | 44,404 | 956,906 | | | 3/8/24(3) | — | — | — | — | — | — | 28,544 | 654,228 | | | 3/8/24(4) | — | — | — | 21,408 | 42,816 | 85,632 | — | 981,343 |
Grants of Plan-Based Awards in Fiscal 2024
| (1) Amounts reflect the potential target payout under our 2024 annual bonus program. Please see the description of the annual bonus program under “Compensation Discussion and Analysis—Elements of Compensation—Cash Incentive Compensation” above. The actual annual bonuses earned by our NEOs under our 2024 annual bonus program were paid in March 2025 and are reported in the “Non-Equity Incentive Plan Compensation” column of the “2024 Summary Compensation Table”. |
Grants of Plan-Based Awards in Fiscal 2024
| (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, 2024. |
Grants of Plan-Based Awards in Fiscal 2024
| (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. |
Grants of Plan-Based Awards in Fiscal 2024
| (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, 2026 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—2024 Long-Term Incentive Program” above. |
Grants of Plan-Based Awards in Fiscal 2024
| (5) The RSUs granted to Mr. Fargis are scheduled to vest on the third anniversary of January 29, 2024, subject to Mr. Fargis’s continued service with the Company. |
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
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, 2024:
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 | 4/29/21(4)(5) | 291,654 | 145,827 | $23.00 | 4/28/31 | | | | | | | 4/29/21(6) | — | — | | | 32,465 | $634,691 | | | | | 5/9/23(7) | — | — | | | 49,020 | $958,341 | | | | | 5/9/23(8) | — | — | | | | | 110,294 | $2,156,248 | | | 7/1/23(9) | — | — | | | 10,345 | $202,245 | | | | | 7/1/23(8) | — | — | | | | | 23,276 | $455,046 | | | 7/1/23(10) | — | — | | | | | 232,765 | $4,550,556 | | | 3/8/24(13) | — | — | | | 119,885 | $2,343,752 | | | | | 3/8/24(14) | — | — | | | | | 179,828 | $3,515,637 | | David Mountcastle | 8/28/18(11) | 21,231 | — | $2.00 | 8/27/28 | | | | | | | 8/28/18(2) | 4,287 | — | $2.00 | 8/27/28 | | | | | | | 3/20/19(3) | 17,244 | — | $2.00 | 3/19/29 | | | | | | | 12/4/19(3) | 6,481 | — | $2.00 | 12/3/29 | | | | | | | 12/4/19(2) | 2,450 | — | $2.00 | 12/3/29 | | | | | | | 9/8/20(3) | 10,833 | — | $2.00 | 9/7/30 | | | | | | | 4/29/21(4) | 68,356 | 34,178 | $23.00 | 4/28/31 | | | | | | | 4/29/21(6) | — | — | | | 7,610 | $148,776 | | | | | 4/1/22(12) | 32,441 | 32,441 | $26.73 | 3/31/32 | | | | | | | 4/1/22(12) | — | — | | | 24,417 | $477,352 | | | | | 5/9/23(7) | — | — | | | 14,706 | $287,502 | | | | | 5/9/23(8) | — | — | | | | | 33,088 | $646,870 | | | 3/8/24(13) | — | — | | | 38,058 | $744,034 | | | | | 3/8/24(14) | — | — | | | | | 57,088 | $1,116,070 | | Edward Fargis | 1/29/24(15) | — | — | | | 44,404 | $868,098 | | | | | 3/8/24(13) | — | — | | | 28,544 | $558,035 | | | | | 3/8/24(14) | — | — | | | | | $42,816 | $837,053 | | Thomas Bartrum | 12/4/19(2) | 4,287 | — | $2.00 | 12/3/34 | | | | | | | 9/8/20(3) | 8,333 | — | $2.00 | 9/7/35 | | | | | | | 4/29/21(4) | 123,041 | — | $23.00 | 4/28/31 | | | | |
Outstanding Equity Awards at Fiscal Year End Table
| (1) Amounts are calculated by multiplying the number of shares shown in the table by $19.55, the closing trading price of our common stock on December 31, 2024. |
Outstanding Equity Awards at Fiscal Year End Table
| (2) Reflects a grant of performance-based nonqualified stock options (“NQSO”) that was subject to attainment of certain performance goals in connection with a liquidity event. The performance-based NQSOs were modified effective April 29, 2021 (the date of our initial public offering) to become time-based NQSOs that vested 60% on April 29, 2021, 20% on April 29, 2022 and 20% on October 29, 2022. |
Outstanding Equity Awards at Fiscal Year End Table
| (3) 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 NQSO that was not previously 100% vested. The performance-based NQSOs were modified effective April 29, 2021 to become time-based NQSOs that vested 60% at April 29, 2021, 20% on April 29, 2022 and 20% on October 29, 2022. |
Outstanding Equity Awards at Fiscal Year End Table
| (4) 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. |
Outstanding Equity Awards at Fiscal Year End Table
| (5) Reflects NQSOs held by the Jaya Mehrotra 2021 Trust, of which Mr. Mehrotra’s spouse is the Trustee and Mr. Mehrotra’s children are the beneficiaries. |
Outstanding Equity Awards at Fiscal Year End Table
| 38 | | 2025 Proxy Statement |
Outstanding Equity Awards at Fiscal Year End Table
| (6) 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. |
Outstanding Equity Awards at Fiscal Year End Table
| (7) 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. |
Outstanding Equity Awards at Fiscal Year End Table
| (8) 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. |
Outstanding Equity Awards at Fiscal Year End Table
| (9) 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. |
Outstanding Equity Awards at Fiscal Year End Table
| (10) 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. |
Outstanding Equity Awards at Fiscal Year End Table
| (11) Reflects a grant of both time-based and performance-based NQSOs, each of which had an exercise price of $2.00. The time-based NQSOs 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 NQSOs were modified effective April 29, 2021 to become time-based NQSOs that vested 60% at April 29, 2021, 20% on April 29, 2022 and 20% on October 29, 2022. |
Outstanding Equity Awards at Fiscal Year End Table
| (12) The NQSOs 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. |
Outstanding Equity Awards at Fiscal Year End Table
| (13) Reflects RSUs that vest in three substantially equal annual installments on the first, second and third anniversaries of March 8, 2024, subject to the executive’s continued service with the Company. |
Outstanding Equity Awards at Fiscal Year End Table
| (14) 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, 2026, the Company’s achievement of a GAAP Revenue cumulative target for 2024 and 2025 greater than $2.0 billion and Relative TSR metrics, subject to the executive’s continued service with the Company through the date that the achievement of the applicable performance goals are determined. The amounts reported are at the target level of performance. |
Outstanding Equity Awards at Fiscal Year End Table
| (15) Reflects RSUs that vest in single installment on the third anniversary of the grant date, subject to the executive’s continued service with the Company. |
Options Exercised and Stock Vested in Fiscal 2024
Options Exercised and Stock Vested in Fiscal 2024
Options Exercised and Stock Vested in Fiscal 2024
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting(3) (#) | Value Realized on Vesting(2) ($) | | Parth Mehrotra | 252,477 | $4,146,515 | 62,144 | $1,140,583 | | David Mountcastle | — | $— | 27,168 | $506,520 | | Edward C. Fargis | — | $— | — | $— | | Thomas Bartrum(3) | 99,600 | $1,871,388 | 94,479 | $1,982,433 |
Options Exercised and Stock Vested in Fiscal 2024
| (1) Amounts are calculated by multiplying the number of shares as to which the option was exercised by the market price of the shares on the exercise date, net of the exercise price. |
Options Exercised and Stock Vested in Fiscal 2024
| (2) Amounts are calculated by multiplying the number of shares vested by our closing stock price on the vesting date. |
Options Exercised and Stock Vested in Fiscal 2024
| (3) The number of shares acquired on vesting for Mr. Bartrum includes the equity awards that accelerated vesting in connection with the termination of his employment, as described in “Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table—Summary of Executive Compensation Arrangements—Transition Agreement with Thomas Bartrum” above. All of Mr. Bartrum’s other unvested equity awards were forfeited as of his departure. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Estimated Potential Payments
Estimated Potential Payments The following table summarizes the payments that would be made to our NEOs who were in active employment with us as of December 31, 2024, upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2024. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees, such as accrued vacation.
Estimated Potential Payments
| Name | Benefit | Termination Without Cause or for Good Reason / Cause (no Change in Control) ($) | 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) | 1,996,211 | 17,667,433 | 17,667,433 | N/A | | | Continued Healthcare(4) | 58,650 | — | 58,650 | N/A | | | Total | $3,854,861 | $17,667,433 | $19,526,083 | $— | | David Mountcastle | Cash(5) | $684,000 | $— | $684,000 | N/A | | | Equity Acceleration (3) | 779,185 | 4,723,006 | 4,723,006 | N/A | | | Continued Healthcare(6) | 31,675 | — | 31,675 | N/A | | | Total | $1,494,860 | $4,723,006 | $5,438,681 | $— | | Edward C. Fargis | Cash(5) | $600,000 | $— | $600,000 | N/A | | | Equity Acceleration (3) | 185,999 | 2,263,186 | 2,263,186 | N/A | | | Continued Healthcare(6) | 31,675 | — | 31,675 | N/A | | | Total | $817,674 | $2,263,186 | $2,894,861 | $— |
Estimated Potential Payments
| (1) Assumes awards are not assumed or substituted in connection with the change in control. |
Estimated Potential Payments
| (2) Represents 150% of the sum of Mr. Mehrotra’s (i) annual base salary and (ii) target annual bonus for 2024. |
Estimated Potential Payments
| 40 | | 2025 Proxy Statement |
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 $19.55, the closing trading price of our common stock on December 31, 2024 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 $19.55, the closing trading price of our common stock on December 31, 2024. 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. |
Estimated Potential Payments
| (4) Represents 18 months continuation of COBRA premiums. |
Estimated Potential Payments
| (5) Represents 100% of the sum of the NEO’s (i) annual base salary and (ii) target annual bonus for 2024. |
Estimated Potential Payments
| (6) Represents an amount equal to 12 months continuation of COBRA premiums. |
Estimated Potential Payments
As described above, on May 31, 2024 Mr. Bartrum’s employment with the Company was deemed to be terminated without cause. In accordance with the terms of the Bartrum Employment Agreement and the Bartrum Transition Agreement, Mr. Bartrum received a lump sum payment of $548,497, which equaled the sum of: (a) 12 months of his 2024 base salary, (b) his target annual bonus for 2024 and (c) Company-subsidized COBRA coverage for 12 months. In addition, each of Mr. Bartrum’s equity awards that were outstanding and unvested as of immediately prior to his departure became immediately vested as to the portion of such equity awards that would otherwise have become vested pursuant to their ordinary vesting schedule within the twelve-month period following his departure, and each of Mr. Bartrum’s stock options that were outstanding and vested as of his departure (including those vested in connection with his departure) will remain exercisable until their original expiration dates. All of Mr. Bartrum’s other unvested equity awards were forfeited as of his departure. Mr. Bartrum reaffirmed that the non-compete and non-solicitation covenants contained in the Bartrum Employment Agreement will remain in effect until May 31, 2025 and May 31, 2026, respectively. Mr. Bartrum’s separation payments and benefits were subject to his continued compliance with the restrictive covenants included in the Bartrum Employment Agreement and his execution and non-revocation of a release of claims at the conclusion of the Transition Period.
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, 2024:
CEO Pay Ratio
| • | The annual total compensation for our CEO, Mr. Mehrotra, was $8,198,775 as reported in the “Total” column of the Summary Compensation Table. |
CEO Pay Ratio
| • | The annual total compensation for our median employee was $82,875, calculated in accordance with the rules applicable to the Summary Compensation Table. |
CEO Pay Ratio
For the year ended December 31, 2024, the annual total compensation for our CEO was approximately 99 times that of our median employee. For purposes of identifying our median employee, we used our total employee population as of December 31, 2024. 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, 2024 as our compensation measure that we consistently applied to all employees.
CEO Pay Ratio
| | 2025 Proxy Statement | 41 |
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, 2024, 2023, 2022 and 2021, and our financial performance for each such FY. The Company became a reporting company in April 2021.
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) | | 2024 | $8,198,775 | $2,921,701 | N/A | N/A | $2,855,188 | $1,835,082 | $56.26 | $77.85 | $14.40 | $90.50 | | 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 | $158,104,544 | $30,948,917 | $41,167,621 | $74.45 | $92.63 | $(190.60) | $41.40 |
Pay Versus Performance Table
| (1) Parth Mehrotra was the sole Principal Executive Officer (“PEO”) during our 2024 FY. The Company had two PEOs during the 2023 FY: Mr. 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: |
Pay Versus Performance Table
| FY | Non-PEO NEOs | | 2024 | David Mountcastle, Edward Fargis and Thomas Bartrum | | 2023 | David Mountcastle and Thomas Bartrum | | 2022 | David Mountcastle, Parth Mehrotra, Thomas Bartrum and Jeff Sherman | | 2021 | Parth Mehrotra and Thomas Bartrum |
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: |
Pay Versus Performance Table
| | 2021 | | 2022 | | 2023 | | | 2024 | | | Adjustments | PEO (Former) | Average Non-PEO NEOs | PEO (Former) | Average Non-PEO NEOs | PEO (Current) | PEO (Former) | Average Non-PEO NEOs | PEO (Current) | 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) | $(6,869,422) | $(1,591,075) | | 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 | $5,999,655 | $1,400,405 | | 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 | $(3,640,600) | $(181,728) | | 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 | $(766,707) | $(381,093) |
Pay Versus Performance Table
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Pay Versus Performance Table
| | 2021 | | 2022 | | 2023 | | | 2024 | | | Adjustments | PEO (Former) | Average Non-PEO NEOs | PEO (Former) | Average Non-PEO NEOs | PEO (Current) | PEO (Former) | Average Non-PEO NEOs | PEO (Current) | Average Non-PEO NEOs | | 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 | $— | $— | $— | $— | $— | $— | $— | $— | $(266,615) | | TOTAL ADJUSTMENTS | $54,467,743 | $10,218,704 | $1,773,829 | $(1,137,555) | $(1,303,792) | $1,914,112 | $246,753 | $(5,277,074) | $(1,020,106) |
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. |
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. |
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 our 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. |
Pay Versus Performance Table
| (5) As previously disclosed, in connection with our initial public offering, outstanding performance-based options held by our employees were converted to time-based options. As a result of this modification, our NEOs’ 2021 compensation for purposes of Summary Compensation Table reporting was significantly impacted. We do not consider our NEOs’ 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 initial public offering. 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 . |
Pay Versus Performance Table
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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. Mehrotra decreased over the prior year, and compensation actually paid to our then-current PEO decreased between 2021 and 2022, but increased between 2022 and 2023 due to the PEO transition that occurred in July 2023. Similarly, average compensation actually paid to our Non-PEO NEOs decreased between 2021 and 2022, but slightly increased between 2022 and 2023, before decreasing again between 2023 and 2024. These results generally align with our TSR, which decreased between the period beginning April 29, 2021 (the date of our initial public offering) through the end of 2022 but slightly increased between 2022 and 2023, before decreasing again between 2023 and 2024. This trajectory also aligns with that of the Health Care Index TSR, which also decreased between the date of our initial public offering through the end of 2022 and then increased between 2022 and 2023, before decreasing again between 2023 and 2024. As indicated by the compensation actually paid to Mr. Mehrotra, 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 initial public offering, and we do not consider it to be representative of our NEOs’ future compensation. Our net income increased over the prior year in each of 2022 and 2023, before decreasing between 2023 and 2024, which decrease is primarily attributable to the increase in stock-based compensation expense during the year ended December 31, 2024 when compared to the same period in 2023, and is consistent with the, decrease in the compensation actually paid to our PEO and Non-PEO NEOs between 2023 and 2024. Our Adjusted EBITDA increased over the prior year in each of 2022, 2023 and 2024 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 initial public offering, 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 and from 2023 to 2024, neither our PEO nor our Non-PEO NEOs (as a group) had an increase in compensation actually paid from 2021 to 2022 or from 2023 to 2024.
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, 2024:
Pay Versus Performance Tabular List
| • | Practice Collections; |
Pay Versus Performance Tabular List
| • | Care Margin; |
Pay Versus Performance Tabular List
| • | Implemented Providers; |
Pay Versus Performance Tabular List
| • | Attributed Lives; and |
Pay Versus Performance Tabular List
| • | Adjusted EBITDA*. |
Pay Versus Performance Tabular List
| * 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. |
Pay Versus Performance Tabular List
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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, 2024. Mr. Mehrotra does not receive any additional compensation for his service as a director.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Adam Boehler (2) | $— | $— | $— | | Nancy Cocozza (3) | $75,000 | $182,879 | $257,879 | | Pamela Kimmet (4) | $95,000 | $182,879 | $277,879 | | David King (5) | $145,000 | $182,879 | $327,879 | | Patricia Maryland (6) | $92,500 | $182,879 | $275,379 | | Thomas McCarthy (7) | $100,000 | $182,879 | $282,879 | | Shawn Morris (8) | $75,000 | $— | $75,000 | | Jaewon Ryu (9) | $75,000 | $182,879 | $257,879 | | Bill Sullivan (10) | $37,706 | $— | $37,706 | | David Wichmann (11) | $75,000 | $182,879 | $257,879 |
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 2024, 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, 2024. |
DIRECTOR COMPENSATION
| (2) Mr. Boehler has waived receipt of his cash and equity compensation under the Company’s Non-Employee Director Compensation Program. Mr. Boehler is not standing for re-election at the Annual Meeting. |
DIRECTOR COMPENSATION
| (3) As of December 31, 2024, Mrs. Cocozza held 11,124 unvested RSUs. |
DIRECTOR COMPENSATION
| (4) As of December 31, 2024, Mrs. Kimmet held 11,124 unvested RSUs. |
DIRECTOR COMPENSATION
| (5) As of December 31, 2024, Mr. King held 11,124 unvested RSUs. |
DIRECTOR COMPENSATION
| (6) As of December 31, 2024, Mrs. Maryland held 11,124 unvested RSUs. |
DIRECTOR COMPENSATION
| (7) As of December 31, 2024, Mr. McCarthy held 11,124 unvested RSUs. |
DIRECTOR COMPENSATION
| (8) As of December 31, 2024, 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 40,581 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. Mr. Morris’s remaining unvested equity awards are scheduled to vest in April 2025, following which he will be eligible to receive equity compensation under the Non-Employee Director Compensation Program under the same terms and conditions applicable to other non-employee directors. |
DIRECTOR COMPENSATION
| (9) As of December 31, 2024, Dr. Ryu held 11,124 unvested RSUs. |
DIRECTOR COMPENSATION
| (10) Mr. Sullivan resigned from the Board effective July 1, 2024 and forfeited his unvested RSUs. |
DIRECTOR COMPENSATION
| (11) As of December 31, 2024, Mr. Wichmann held 11,124 unvested RSUs. |
Non-Employee Director Compensation
Non-Employee Director Compensation In 2024, in consultation with Korn Ferry, the Board reviewed director compensation arrangements at our peer companies and determined not to make any changes to our Non-Employee Director Compensation Program. Pursuant to the Non-Employee Director Compensation Program, 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. Each non-employee director receives 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).
Non-Employee Director Compensation
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