DEF 14A of Privia Health Group, Inc., Apr 2, 2026

DEF 14A of Privia Health Group, Inc.

Filed Apr 2, 2026 · FY20250001193125-26-138997

Open on EDGAR

  1. NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS

    NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS

  2. Class I Directors—Nominees for Terms Expiring in 2029

    Class I Directors—Nominees for Terms Expiring in 2029

  3. Class I Directors—Nominees for Terms Expiring in 2029

    | Nancy Cocozza | | | Director since: 2022 Age: 65 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 of Aspira Women’s Health, Inc. (Nasdaq: AWH) from August 2018 until March 2021, serving on each of its Audit, Compensation and Nominating and Governance committees during her tenure. 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: 69 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 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 served as a director of ZimVie, Inc. (Nasdaq: ZIMV) from 2022 to 2025 and is a member of the board of several private companies. Mr. King also currently serves on the Board of Smith & Nephew, plc (LSE: SN and NYSE: SNN) and the board of trustees of Novant Health. Mr. King previously served on the board of Cardinal Health (NYSE: CAH), PATH (where he completed four years as Chair in December 2021), the Advisory Board for Duke University’s Robert J. Margolis, MD, Center for Health Policy (where he served from 2017 to 2025), 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. |

  4. Class I Directors—Nominees for Terms Expiring in 2029

    | | 2026 Proxy Statement | 3 |

  5. Class I Directors—Nominees for Terms Expiring in 2029

    | Francis Soistman | | | Director Nominee Age: 69 | Francis Soistman served as the Chief Executive Officer of e-Health, Inc. (Nasdaq: EHTH) from November 2021 until his retirement in late 2025. Mr. Soistman also serves as member of the e-Health board of directors, where he has been a director since November 2021. Prior to e-Health, Mr. Soistman founded and served as president of Healthcare Management and Transformation Advisory Services LLC, an advisory services company operating in the healthcare space, from January 2020 to November 2021. From January 2013 to September 2019, Mr. Soistman was executive vice president at CVS Health, a health solutions company, and president of government services at Aetna, a managed care company. Prior to his tenure at Aetna, Mr. Soistman co-founded Jessamine Healthcare, having previously served in executive leadership across a number of healthcare and managed care companies, including Coventry Healthcare, Principal Health Care and Blue Cross Blue Shield of Maryland. Mr. Soistman holds a B.S. in accounting and finance from Towson University and is a graduate of the Stanford University executive program. Mr. Soistman has nearly four decades of diverse experience in healthcare and managed care and brings a demonstrated ability to lead operational transformations, financial turnarounds and accelerated profitable growth businesses in the insurance space. Mr. Soistman’s executive management experience and business strategies expertise will bring a valuable perspective to the Board. |

  6. Class I Directors—Nominees for Terms Expiring in 2029

    | 4 | | 2026 Proxy Statement |

  7. Class II Directors—Continuing Directors Whose Terms Expire in 2027

    Class II Directors—Continuing Directors Whose Terms Expire in 2027

  8. Class II Directors—Continuing Directors Whose Terms Expire in 2027

    | Thomas McCarthy | | | Director since: 2021 Age: 69 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 Audit 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: 47 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, the parent company of Privia Health. 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: 52 Committee membership: Chair of 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 also served from 2018 to 2024 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. (NYSE: TFX). 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. |

  9. Class II Directors—Continuing Directors Whose Terms Expire in 2027

    | | 2026 Proxy Statement | 5 |

  10. Class III Directors—Continuing Directors Whose Terms Expire in 2028

    Class III Directors—Continuing Directors Whose Terms Expire in 2028

  11. Class III Directors—Continuing Directors Whose Terms Expire in 2028

    | Lance Berberian | | | Director since: 2025 Age: 63 Committee membership: Audit Committee Compliance Committee | Lance Berberian is a technology strategist with over 30 years of experience in innovation and business growth, specializing in digital transformation and corporate governance. From 2014 to October 2024, he served as EVP and Chief Information and Technology Officer at Labcorp, overseeing a team of 5,000 people focused on IT strategy, cybersecurity, AI, product development, and data management to drive growth and enhance operational efficiencies in a major global life sciences company. From November 2024 until his retirement in early 2025, Mr. Berberian served as a Special Advisor, Strategy at Labcorp. Prior to Labcorp, he held CIO roles at IDEXX Laboratories, Kellstrom Aerospace, Interim HealthCare and Quest Diagnostics. Mr. Berberian’s prior senior executive roles include serving as the President of the Kellstrom Defense Aerospace business unit and in other senior operational leadership roles for Kellstrom Industries’ portfolio of data and technology businesses. He currently serves on the Elon University Board of Trustees and previously chaired the NC State Computer Science Strategic Advisory Board. He holds a BA in business administration and information technology from Thomas Edison State College and the CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors and the Software Engineering Institute of Carnegie Mellon University. Mr. Berberian is a valuable member of our Board because of his extensive experience in information security, cybersecurity and technology and senior leadership positions in the healthcare industry. | | Pamela Kimmet | | | Director since: 2023 Age: 67 Committee membership: Chair of the Compensation Committee Nominating and Corporate Governance Committee | Pamela O. Kimmet served as the chief human resources officer (CHRO) of Manulife Financial Corporation (NYSE: MFC) until her retirement on June 1, 2025. Prior to joining Manulife as CHRO in October 2018, Ms. Kimmet served on Manulife’s Board of Directors from March 2016 through September 2018. Ms. Kimmet previously served as CHRO of Cardinal Health, Inc. (NYSE: CAH) and Coca-Cola Enterprises, Inc. (now Coca-Cola Europacific Partners, Nasdaq: CCEP), The Bear Stearns Companies, Inc. and Lucent Technologies. She also held a range of strategic HR roles at Citigroup and General Motors. Ms. Kimmet previously served on the Board of Directors of Perspecta, Inc. and chaired its Management and Compensation Committee until May 2021 when Veritas Capital acquired the organization. Ms. Kimmet currently serves as the Executive Advisor to the University of South Carolina’s Darla Moore School’s Center for Executive Succession. Additionally, over her career she has been an active member of the human resources professional community. She currently serves on the board of the National Academy of Human Resources and previously chaired the board of The CHRO Association, as well as being past chair of its Center for Executive Compensation. She also chaired the board of the National Business Group on Health. 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. | | Shawn Morris | | | Director since: 2018 Age: 62 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 also serves on the board of Mainstreet Health, a private company headquartered in Nashville, Tennessee. 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. |

  12. Class III Directors—Continuing Directors Whose Terms Expire in 2028

    | 6 | | 2026 Proxy Statement |

  13. Compensation Committee

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

  14. 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.

  15. Executive Compensation Objectives and Philosophy

    | • | Reinforce and align our NEOs’ long-term interests with our values and successful execution of our mission; |

  16. Executive Compensation Objectives and Philosophy

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

  17. Executive Compensation Objectives and Philosophy

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

  18. 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 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 served as the Compensation Committee’s consultant from September 2021 until September 2025. Starting in September 2025, the Compensation Committee engaged WTW as its new compensation consultant. Other than services provided to the Board, neither Korn Ferry nor WTW provided any services to the Company or its affiliates during 2025. The Compensation Committee has evaluated both Korn Ferry’s and WTW’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. In assessing the compensation consultants’ 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, the compensation consultant is engaged by, takes direction from, and reports to the Compensation Committee, and only the Compensation Committee has the right to terminate or replace its compensation consultant at any time. Based on its review, the Compensation Committee has determined that each of Korn Ferry and WTW is independent and 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 such compensation consultant and their affiliates.

  19. Peer Group

    Peer Group In consultation with its compensation consultant, 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:

  20. Peer Group

    | • Accolade, Inc. (ACCD) | • Goodrx Holdings, Inc. (GDRX) | • Phreesia, Inc. (PHR) | | • Agilon Health, Inc. (AGH) | • Health Catalyst, Inc. (HCAT) | • Premier, Inc. | | • Alignment Healthcare, Inc. (ALHC) | • Health Equity, Inc. (HQY) | • Oscar Health, Inc. (OSCR) | | • Astrana Health, Inc. (ASTH) | • Lifestance Health Group, Inc. (LFST) | • Surgery Partners, Inc. (SGRY) | | • Evolent Health, Inc. (EVH) | • Claritev Corporation (f/k/a Multiplan Corporation) (CTEV) | • Teladoc Health, Inc. (TDOC) |

  21. Peer Group

    The Compensation Committee’s compensation consultant provided an analysis of data derived from (i) members of the Peer Group and (ii) relevant compensation surveys. For 2025, the Compensation Committee used such 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 2025, Premier, Inc. was taken private, and the Compensation Committee adjusted its peer group to (1) remove Accolade, Inc., Health Catalyst, Claritev Corporation, Goodrx Holdings, Inc., and Surgery Partners and (2) add Chemed Corporation, Clover Health Investments Corp., Omnicell, Inc., Option Care Health, Inc., Pediatrix Medical Group, Inc., and Progyny, Inc.in order to continue to align the Company’s Peer Group with its business model, revenue and market capitalization.

  22. Peer Group

    | | 2026 Proxy Statement | 27 |

  23. Elements of Compensation

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

  24. Elements of Compensation

    | • | Long-Term Incentives. 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. |

  25. 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 participated in 2025. 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 2025, our NEOs participated in our annual cash incentive bonus program at the following target percentages of base salary:

  26. Cash Incentive Compensation

    | Named Executive Officer | Target Percentage | | Parth Mehrotra, Chief Executive Officer | 125% | | David Mountcastle, Executive Vice President and Chief Financial Officer | 80% | | Edward C. Fargis, Executive Vice President and General Counsel | 60% |

  27. Cash Incentive Compensation

    The target bonuses for Mr. Mountcastle and Mr. Fargis for 2025 were consistent with their target bonuses for 2024. As part of its overall compensation review as informed by market rates, assessments of individual performance, and the advice of the Compensation Committee’s independent compensation consultant, the Compensation Committee reviewed and determined to increase Mr. Mehrotra’s target annual bonus for 2025 to 125% of his base salary. 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 2025 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 2025 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 2025 bonuses may not exceed 150% of target.

  28. Cash Incentive Compensation

    | 28 | | 2026 Proxy Statement |

  29. Cash Incentive Compensation

    The following are the key metrics we used in our annual bonus program for 2025:

  30. Cash Incentive Compensation

    | • | Implemented Providers is defined as the total of all service professionals who are credentialed and bill for medical services, in both medical groups that the Company owns (“Owned Medical Groups”) and ones it does not own but for which we provide services through a management agreement (“Non-Owned Medical Groups”), during that period. This includes, but is not limited to, physicians, physician assistants, and nurse practitioners. |

  31. 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. |

  32. Cash Incentive Compensation

    | • | Attributed Lives is defined as any patient that a payer deems attributed to Privia to deliver care as part of a value-based care arrangement through a provider of primary care services as of the end of a particular period. The number of Attributed Lives is an important measure that impacts the amount of VBC revenue we receive. |

  33. Cash Incentive Compensation

    | • | Adjusted EBITDA is defined as net income before interest income, net, provision for income taxes, net income (loss) attributable to non-controlling interests, depreciation and amortization, non-cash stock-based compensation, and other expenses including employer taxes on equity vesting and exercises and other certain non-recurring items such as severance, and other expenses. |

  34. 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. |

  35. Cash Incentive Compensation

    The graphic below shows the 2025 corporate scorecard goals established by the Compensation Committee, their relative weighting, and level of achievement for each goal for 2025 as approved by the Compensation Committee. For 2025, 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 our provider retention rate 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.

  36. 2025 Bonus Payout Results

    2025 Bonus Payout Results The Compensation Committee recognized the NEOs’ contributions towards company performance in 2025, including being awarded top workplaces accolades, maintaining our provider retention rate, continuing to enhance our public company best practices, policies, and procedures, and exceeding financial metrics. The Compensation Committee awarded bonuses to each NEO at 150% of target, consistent with the corporate scorecard achievement level.

  37. 2025 Bonus Payout Results

    | Name | Overall Individual Assessment (% of Target) | Total Bonus Payout (Based on Corporate Scorecard Achievement) | | Parth Mehrotra | 150% | $1,219,000 | | David Mountcastle | 150% | $468,000 | | Edward C. Fargis | 150% | $346,500 |

  38. 2025 Bonus Payout Results

    | | 2026 Proxy Statement | 29 |

  39. 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 its compensation consultant’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.

  40. 2025 Long-Term Incentive Program

    2025 Long-Term Incentive Program In 2025, the Compensation Committee adopted our 2025 Long-Term Incentive Program, which is a continuation of the framework adopted in early 2023 and continued in 2024 for granting long-term incentives to our executive officers and other employees. In accordance with the framework of the 2025 Long-Term Incentive Program, our NEOs received 60% of their 2025 annual equity award in the form of PSUs and 40% of their 2025 annual equity award in the form of RSUs. 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, 2025 and ending on December 31, 2027, 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 RSUs vest in equal installments on each of the first three anniversaries of the grant date, subject to the NEO’s continued service with the Company. The Annual PSUs granted to our NEOs in 2025 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, 2027, subject to adjustment based on a TSR modifier. The cumulative financial metrics are based on annual targets, and the applicable targets for fiscal year 2025 were established by the Compensation Committee as follows: (a) Practice Collections – threshold of $2.71 billion, target of $3.19 billion and maximum of $3.67 billion; and (b) Adjusted EBITDA – threshold of $80.7 million, target of $107.6 million and maximum of $134.5 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:

  41. 2025 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% |

  42. 2025 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% |

  43. 2025 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 2025 and 2026 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

  44. 2025 Long-Term Incentive Program

    | 30 | | 2026 Proxy Statement |

  45. 2025 Long-Term Incentive Program

    performance period as compared to the TSRs of the companies comprising the S&P’s Healthcare Services Select Industry Index over the same performance period (“Relative TSR”), as follows:

  46. 2025 Long-Term Incentive Program

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

  47. 2025 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. |

  48. 2025 Long-Term Incentive Program

    2025 PSU and RSU Grants We made the following grants of PSUs and RSUs to our NEOs in 2025. None of the NEOs received stock options in 2025.

  49. 2025 Long-Term Incentive Program

    | Name | Number of Annual PSUs(1) | Number of RSUs(2) | | Parth Mehrotra | 200,585 | 133,723 | | David Mountcastle | 50,146 | 33,430 | | Edward C. Fargis | 37,609 | 25,073 |

  50. 2025 Long-Term Incentive Program

    | (1) Represents the target number of Annual PSUs granted on March 5, 2025, 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. |

  51. 2025 Long-Term Incentive Program

    | (2) Represents the annual RSUs granted on March 5, 2025. The annual RSUs vest on each of the first three anniversaries of March 5, 2025, subject to continued service with us. |

  52. 2025 Long-Term Incentive Program

    | | 2026 Proxy Statement | 31 |

  53. 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 2025, we did not grant new awards of stock options, stock appreciation rights, or similar option-like instruments to our NEOs.

  54. 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, 2025 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.

  55. Severance and Change in Control Arrangements

    | 32 | | 2026 Proxy Statement |

  56. 2026 Compensation Decisions and Performance Results for 2023 PSUs

    2026 Compensation Decisions and Performance Results for 2023 PSUs 2026 Compensation Decisions In connection with the Compensation Committee’s annual review of base salaries of our executives, including in light of the Company’s growth, performance and continuing maturity as a public company and as informed by market rates, assessments of individual performance, and the advice of the Compensation Committee’s independent compensation consultant, the Compensation Committee determined in early 2026 to increase the base salaries of the NEOs, while continuing to emphasize performance-based, at-risk compensation. The base salaries of the NEOs increased to $725,000 for Mr. Mehrotra, $415,000 for Mr. Mountcastle, and $410,00 for Mr. Fargis. Additionally, as part of the overall compensation review, the Compensation Committee reviewed annual bonus and long-term incentive targets and determined to increase the target annual bonuses and long-term incentive targets for Mr. Fargis. Mr. Fargis’s target annual bonus increased to 65% of his base salary and the total long-term incentive target for 2026 for Mr. Fargis increased to $1,600,000. Performance Results for the PSUs Granted in 2023 The PSUs granted to our NEOs in 2023 (the “2023 PSUs”) were eligible to be earned 50% based on the achievement of cumulative Practice Collections and 50% based on the achievement of cumulative Adjusted EBITDA metrics over the three-year performance period ending December 31, 2025, provided that cumulative GAAP Revenue for 2023 and 2024 was greater than $2 billion. Consistent with the 2025 Annual PSUs, the 2023 PSUs were subject to a TSR modifier relative to the companies comprising the S&P’s Healthcare Services Select Industry Index. Cumulative GAAP Revenue for 2023 and 2024 was $3.4 billion, and the achievement of the metrics for the 2023 PSUs were determined by the Compensation Committee on a cumulative basis at the end of the three-year performance period as follows:

  57. 2026 Compensation Decisions and Performance Results for 2023 PSUs

    | Vesting of Annual PSUs Subject to Practice Collections Metric | | | | Achievement Level | Percentage of Cumulative Practice Collections Target | Vesting Percentage (Linear Interpolation between Levels) | | Threshold | 85% | 50% | | Target | 100% | 100% | | Maximum | 115% | 200% | | Actual | 104.3% | 128.5% |

  58. 2026 Compensation Decisions and Performance Results for 2023 PSUs

    | Vesting of Annual PSUs Subject to Adjusted EBITDA Metric | | | | Achievement Level | Percentage of Cumulative Adjusted EBITDA Target | Vesting Percentage (Linear Interpolation between Levels) | | Threshold | 75% | 50% | | Target | 100% | 100% | | Maximum | 125% | 200% | | Actual | 107.2% | 128.8% |

  59. 2026 Compensation Decisions and Performance Results for 2023 PSUs

    | Relative TSR Percentile for Performance Period | TSR Modifier | | Above 75th | +15% | | 25th – 75th | No change | | Less than 25th | -15% | | Actual: 48th percentile | No change |

  60. 2026 Compensation Decisions and Performance Results for 2023 PSUs

    The Cumulative GAAP Revenue target was achieved, and based on actual Practice Collections results for the performance period of 104.3% of target and actual Adjusted EBITDA results for the performance period of 107.2%, as well as Relative TSR for the performance period at the 48th percentile, the achievement of metrics for the 2023 PSUs were determined to have been satisfied, with performance at 128.7% of target. As a result, the 2023 PSUs granted to Mr. Mehrotra and Mr. Mountcastle vested at 128.7% of target, with Mr. Mehrotra receiving 141,948 shares in respect of the 2023 PSUs and Mr. Mountcastle receiving 42,584 shares in respect of the 2023 PSUs. Mr. Fargis joined the Company in January 2024 and did not receive a 2023 PSU award.

  61. 2026 Compensation Decisions and Performance Results for 2023 PSUs

    | * 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. |

  62. 2026 Compensation Decisions and Performance Results for 2023 PSUs

    | | 2026 Proxy Statement | 33 |

  63. 2025 Summary Compensation Table

    2025 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, 2025, 2024 and 2023.

  64. 2025 Summary Compensation Table

    | | | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Name and Principal Position | Year | ($)(1) | ($) | ($)(2) | ($) | ($)(3) | ($)(4) | ($) | | Parth Mehrotra | 2025 | $650,000 | $— | $8,588,373 | $— | $1,218,750 | $15,575 | $10,472,698 | | Chief Executive Officer | 2024 | $600,000 | $— | $6,869,422 | $— | $714,000 | $15,353 | $8,198,775 | | | 2023 | $541,667 | $— | $15,886,998 | $— | $630,000 | $14,520 | $17,073,185 | | David Mountcastle | 2025 | $390,000 | $— | $2,147,067 | $— | $468,000 | $15,575 | $3,020,642 | | Executive Vice President and Chief Financial Officer | 2024 | $380,000 | $— | $2,180,746 | $— | $361,760 | $15,353 | $2,937,859 | | | 2023 | $380,000 | $— | $1,601,991 | $— | $319,200 | $14,520 | $2,315,711 | | Edward C. Fargis(5) | 2025 | $385,000 | $— | $1,610,301 | $— | $346,500 | $15,575 | $2,357,376 | | Executive Vice President and General Counsel | 2024 | $339,844 | $— | $2,592,477 | $— | $267,750 | $15,353 | $3,215,424 |

  65. 2025 Summary Compensation Table

    | (1) The amounts reflect actual base salaries earned by each named executive officer. |

  66. 2025 Summary Compensation Table

    | (2) The amounts reported in this column represent the aggregate grant date fair value of RSUs and PSUs granted to our NEOs during 2025, 2024 and 2023 (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, 2025. The values of the PSUs granted to Messrs. Mehrotra, Mountcastle and Fargis in 2025 assuming they are earned at maximum level of performance are $10,306,057, $2,576,501 and $1,932,350, respectively. |

  67. 2025 Summary Compensation Table

    | (3) Represents annual bonuses earned by our NEOs under our annual incentive bonus program in respect of 2025, 2024 and 2023 (paid in March 2026, 2025 and 2024, respectively), as discussed above under “Compensation Discussion and Analysis — Elements of Compensation — Cash Incentive Compensation.” |

  68. 2025 Summary Compensation Table

    | (4) 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. |

  69. 2025 Summary Compensation Table

    | (5) Mr. Fargis commenced employment as our Executive Vice President and General Counsel on January 29, 2024. |

  70. 2025 Summary Compensation Table

    | | 2026 Proxy Statement | 37 |

  71. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025 The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2025 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 2025.

  72. Grants of Plan-Based Awards in Fiscal 2025

    | | | 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 | $406,250 | $812,500 | $1,218,750 | — | — | — | — | — | | | 3/5/25(3) | — | — | — | — | — | — | 133,723 | $3,435,344 | | | 3/5/25(4) | — | — | — | 100,293 | 200,585 | 401,170 | — | $5,153,029 | | David Mountcastle | N/A | $156,000 | $312,000 | $468,000 | — | — | — | — | — | | | 3/5/25(3) | — | — | — | — | — | — | 33,430 | $858,817 | | | 3/5/25(4) | — | — | — | 25,073 | 50,146 | 100,292 | — | $1,288,251 | | Edward C. Fargis | N/A | $115,500 | $231,000 | $346,500 | — | — | — | — | — | | | 3/5/25(3) | — | — | — | — | — | — | 25,073 | 644,125 | | | 3/5/25(4) | — | — | — | 18,805 | 37,609 | 75,218 | — | 966,175 |

  73. Grants of Plan-Based Awards in Fiscal 2025

    | (1) Amounts reflect the potential target payout under our 2025 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 2025 annual bonus program were paid in March 2026 and are reported in the “Non-Equity Incentive Plan Compensation” column of the “2025 Summary Compensation Table”. |

  74. Grants of Plan-Based Awards in Fiscal 2025

    | (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, 2025. |

  75. Grants of Plan-Based Awards in Fiscal 2025

    | (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. |

  76. Grants of Plan-Based Awards in Fiscal 2025

    | (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, 2027 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—2025 Long-Term Incentive Program” above. |

  77. 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

  78. Employment Agreement with Parth Mehrotra

    Employment Agreement with Parth Mehrotra On March 3, 2025, the Company amended Mr. Mehrotra’s employment agreement, dated January 1, 2018 (as previously amended on April 1, 2020, April 16, 2021, August 10, 2022 and June 23, 2023), (collectively, the “Mehrotra Agreement”). The Company may terminate the Mehrotra Agreement at any time, with or without cause (as defined in the Mehrotra Agreement), and Mr. Mehrotra may terminate the Mehrotra Agreement upon 30 days’ written notice, or immediately in the event of a resignation with good reason (as defined in the Mehrotra Agreement). The Mehrotra Agreement, provides for an annual base salary of $650,000 and an annual performance bonus target of 125% of annual base salary, and an annual long-term incentive award with a target value of $8,000,000 to be awarded starting in 2025, as further described in the Fifth Amendment to Mr. Mehrotra’s Employment Agreement as filed in our 8-K on March 3, 2025. Additionally, pursuant to the Mehrotra Agreement, in connection with Mr. Mehrotra’s appointment as CEO, Mr. Mehrotra received (i) an incremental 2023 long-term incentive program award consisting of a mix of 23,276 PSUs that vest based on the achievement of certain performance metrics over a three-year performance period beginning on January 1, 2023 and ending on December 31, 2025, and 15,517 RSUs that vest ratably over three years on the first, second and third anniversaries of May 9, 2023, which award was in addition to Mr. Mehrotra’s annual equity award under the Company’s 2023 long-term incentive program awarded in his former capacity as President and Chief Operating Officer; and (ii) an additional one-time 100% performance-based award of 232,765 PSUs that vests based on the Company’s Relative TSR over a four-year performance period from July 1, 2023 through June 30, 2027) (the “CEO Promotional PSUs”). Mr. Mehrotra is eligible for annual equity grants commensurate with the CEO level band, as determined by the Compensation Committee.

  79. Employment Agreement with Parth Mehrotra

    | 38 | | 2026 Proxy Statement |

  80. Employment Agreement with Parth Mehrotra

    Mr. Mehrotra is also eligible to participate in our benefit plans as offered to our similarly situated executives. The Mehrotra Agreement provides that the annual base salary will be reviewed at least annually, in accordance with our procedures for the review of the compensation of the members of our senior executive team, and may not be reduced without Mr. Mehrotra’s prior written consent, except as part of an across the board reduction applies in the same percentage to the base salaries of all members of the senior executive team. In the event that we terminate the Mehrotra Agreement without cause, or Mr. Mehrotra resigns for good reason, subject to his execution and non-revocation of a release of claims within the 60 day period following the date of such termination of his employment, he will be eligible to receive (a) an amount equal to the sum of his (i) annual base salary and (ii) annual performance bonus at target for the year of termination, payable in ratable monthly installments over 18 months, and (b) continued health benefits for 18 months. Under the Mehrotra Agreement, Mr. Mehrotra has agreed not to compete with us during the term of his employment and for the 18-month period following termination of his employment. In addition, Mr. Mehrotra has agreed not to solicit any of our clients, employees or consultants during the 24-month restricted period following the termination of his employment for any reason.

  81. Employment Agreement with David Mountcastle

    Employment Agreement with David Mountcastle On March 3, 2025, the Company amended Mr. Mountcastle’s employment agreement dated March 21, 2022, as amended August 20, 2022, (collectively, the “Mountcastle Agreement”) with Mr. Mountcastle. The Company may terminate the Mountcastle Agreement at any time, with or without cause (as defined in the Mountcastle Agreement), and Mr. Mountcastle may terminate the Mountcastle Agreement upon 30 days’ written notice, or immediately in the event of a resignation with good reason (as defined in the Mountcastle Agreement). The Mountcastle Agreement provides for an annual base salary of $390,000, and an annual performance bonus target of 70% of annual base salary, subject to an annual percentage increase of up to 10% per year based upon the achievement of mutually agreed to metrics until such time as Mr. Mountcastle’s annual cash bonus target is at 100% of annual base salary. Mr. Mountcastle’s current annual performance bonus target is 80%. Pursuant to the Mountcastle Agreement, in connection with Mr. Mountcastle’s appointment as Executive Vice President and CFO, on April 1, 2022 Mr. Mountcastle received a sign-on equity grant, consisting of 64,882 stock options and 48,833 RSU, each of which vest 25% annually over a 4-year period. Mr. Mountcastle is eligible for annual equity grants and compensation adjustments commensurate with the highest non-CEO level band, as determined by the Compensation Committee. Mr. Mountcastle is also eligible to participate in our benefit plans as offered to our similarly situated executives. The Mountcastle Agreement provides that the annual base salary will be reviewed at least annually, in accordance with our procedures for the review of the compensation of the members of our senior executive team, and may not be reduced without Mr. Mountcastle’s prior written consent, except as part of an across the board reduction applies in the same percentage to the base salaries of all members of the senior executive team. In the event that we terminate the Mountcastle Agreement without cause, or Mr. Mountcastle resigns for good reason, subject to his execution and non-revocation of a release of claims within the 60 day period following the date of such termination of his employment, he will be eligible to receive a lump sum payment equal to the sum of (i) his annual base salary, (ii) his annual performance bonus at target for the year of termination and (iii) the cost of continued health benefits for 12 months. In addition, in the event that we terminate the Mountcastle Agreement without cause, or Mr. Mountcastle resigns for good reason, all of the sign-on stock options and RSUs will vest as of the date of termination. Under the Mountcastle Agreement, Mr. Mountcastle has agreed not to compete with the Company during the term of his employment and for the 12-month period following termination of his employment. In addition, Mr. Mountcastle has agreed not to solicit any of the Company’s clients, employees or consultants during the 24-month restricted period following the termination of his employment for any reason.

  82. Employment Agreement with Edward C. Fargis

    Employment Agreement with Edward C. Fargis On March 3, 2025, the Company amended Mr. Fargis’s employment agreement dated January 25, 2024 (together, the “Fargis Agreement”). The Company may terminate the Fargis Agreement at any time, with or without cause (as defined in the Fargis Agreement), and Mr. Fargis may terminate the Fargis Agreement upon 30 days’ written notice, or immediately in the event of a resignation with good reason (as defined in the Fargis Agreement). The Fargis Agreement provides for an annual base salary of $385,000 and an annual performance bonus target of 60% of annual base salary. Pursuant to the Fargis Agreement, in connection with Mr. Fargis’s appointment as Executive Vice President and General Counsel, on January 29, 2024 Mr. Fargis received a sign-on equity grant, consisting of 44,404 RSUs, which will vest in its entirety on the third anniversary of the grant date. Mr. Fargis is eligible for annual equity grants and compensation adjustments commensurate with the named executive officer level band, as determined by the Compensation Committee.

  83. Employment Agreement with Edward C. Fargis

    | | 2026 Proxy Statement | 39 |

  84. Employment Agreement with Edward C. Fargis

    Mr. Fargis is also eligible to participate in our benefit plans as offered to our similarly situated executives. The Fargis Agreement provides that the annual base salary will be reviewed at least annually, in accordance with our procedures for the review of the compensation of the members of our senior executive team, and may not be reduced without Mr. Fargis’s prior written consent, except as part of an across the board reduction applies in the same percentage to the base salaries of all members of the senior executive team. In the event that we terminate the Fargis Agreement without cause or Mr. Fargis resigns for good reason, subject to his execution and non-revocation of a release of claims within the 60-day period following the date of such termination of his employment, he will be eligible to receive a lump-sum payment equal to the sum of (i) his annual base salary, (ii) his annual performance bonus at target for the year of termination and (iii) the cost of continued health benefits for 12 months. Under the Fargis Agreement, Mr. Fargis has agreed not to compete with the Company during the term of his employment and for the 12-month period following his termination. In addition, Mr. Fargis has agreed not to solicit any of the Company’s customers, employees, consultants or independent contractors, in each case, during the term of his employment and for the 24-month period following his termination. All equity awards granted to our NEOs were granted under the Company’s Omnibus Incentive Plan (the “2021 Plan”) and the applicable award agreements thereunder, and vest subject to continued employment with the Company.

  85. 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, 2025:

  86. 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) | 287,481 | — | $23.00 | 4/28/31 | | | | | | | 5/9/23(6) | — | — | | | 24,510 | $581,132 | | | | | 5/9/23(7) | — | — | | | | | 110,294 | $2,615,071 | | | 7/1/23(8) | — | — | | | 5,173 | $122,652 | | | | | 7/1/23(7) | — | — | | | | | 23,276 | $551,874 | | | 7/1/23(9) | — | — | | | | | 232,765 | $5,518,858 | | | 3/8/24(12) | — | — | | | 79,924 | $1,894,998 | | | | | 3/8/24(13) | — | — | | | | | 179,828 | $4,263,722 | | | 3/5/25(15) | — | — | | | 133,723 | $3,170,572 | | | | | 3/5/25(16) | — | — | | | | | 200,585 | $4,755,870 | | David Mountcastle | 8/28/18(10) | 15,233 | — | $2.00 | 8/27/28 | | | | | | | 8/28/18(2) | 2,587 | — | $2.00 | 8/27/28 | | | | | | | 3/20/19(3) | 12,452 | — | $2.00 | 3/19/29 | | | | | | | 12/4/19(3) | 3,913 | — | $2.00 | 12/3/29 | | | | | | | 12/4/19(2) | 1,588 | — | $2.00 | 12/3/29 | | | | | | | 9/8/20(3) | 2,866 | — | $2.00 | 9/7/30 | | | | | | | 4/29/21(4) | 102,534 | — | $23.00 | 4/28/31 | | | | | | | 4/1/22(11) | 48,661 | 16,221 | $26.73 | 3/31/32 | | | | | | | 4/1/22(11) | — | — | | | 12,209 | $289,475 | | | | | 5/9/23(6) | — | — | | | 7,353 | $174,340 | | | | | 5/9/23(7) | — | — | | | | | 33,088 | $784,516 | | | 3/8/24(12) | — | — | | | 25,373 | $601,594 | | | | | 3/8/24(13) | — | — | | | | | 57,088 | $1,353,556 | | | 3/5/25(15) | — | — | | | 33,430 | $792,625 | | | | | 3/5/25(16) | — | — | | | | | 50,146 | $1,188,962 | | Edward C. Fargis | 1/29/24(14) | — | — | | | 44,404 | $1,052,819 | | | | | 3/8/24(12) | — | — | | | 19,030 | $451,201 | | | | | 3/8/24(13) | — | — | | | | | $42,816 | $1,015,167 | | | 3/5/25(15) | — | — | | | 25,073 | $594,481 | | | | | 3/5/25(16) | — | — | | | | | 37,609 | $891,709 |

  87. Outstanding Equity Awards at Fiscal Year End Table

    | 40 | | 2026 Proxy Statement |

  88. Outstanding Equity Awards at Fiscal Year End Table

    | (1) Amounts are calculated by multiplying the number of shares shown in the table by $23.71, the closing trading price of our common stock on December 31, 2025. |

  89. 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. |

  90. 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. |

  91. 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. |

  92. 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. |

  93. Outstanding Equity Awards at Fiscal Year End Table

    | (6) 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. |

  94. Outstanding Equity Awards at Fiscal Year End Table

    | (7) 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. |

  95. 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 May 9, 2023, subject to the executive’s continued service with the Company. |

  96. Outstanding Equity Awards at Fiscal Year End Table

    | (9) 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. |

  97. Outstanding Equity Awards at Fiscal Year End Table

    | (10) 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. |

  98. Outstanding Equity Awards at Fiscal Year End Table

    | (11) 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. |

  99. Outstanding Equity Awards at Fiscal Year End Table

    | (12) 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. |

  100. Outstanding Equity Awards at Fiscal Year End Table

    | (13) 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. |

  101. Outstanding Equity Awards at Fiscal Year End Table

    | (14) 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. |

  102. Outstanding Equity Awards at Fiscal Year End Table

    | (15) Reflects RSUs that vest in three substantially equal annual installments on the first, second and third anniversaries of March 5, 2025, subject to the executive’s continued service with the Company. |

  103. Outstanding Equity Awards at Fiscal Year End Table

    | (16) 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, 2027, the Company’s achievement of a GAAP Revenue cumulative target for 2025 and 2026 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. |

  104. Outstanding Equity Awards at Fiscal Year End Table

    | | 2026 Proxy Statement | 41 |

  105. Options Exercised and Stock Vested in Fiscal 2025

    Options Exercised and Stock Vested in Fiscal 2025

  106. Options Exercised and Stock Vested in Fiscal 2025

    | | 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 | — | $— | 102,108 | $2,491,883 | | David Mountcastle | 23,887 | $550,019 | 39,856 | $955,458 | | Edward C. Fargis | — | $— | 9,514 | $235,519 |

  107. Options Exercised and Stock Vested in Fiscal 2025

    | (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. |

  108. Options Exercised and Stock Vested in Fiscal 2025

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

  109. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  110. 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, 2025, upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2025. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination

  111. Estimated Potential Payments

    | 42 | | 2026 Proxy Statement |

  112. Estimated Potential Payments

    or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees, such as accrued vacation.

  113. 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) | $2,193,750 | $— | $2,193,750 | N/A | | | Equity Acceleration(3) | 5,769,354 | 32,986,490 | 32,986,490 | N/A | | | Continued Healthcare(4) | 58,484 | — | 58,484 | N/A | | | Total | $8,021,588 | $32,986,490 | $35,238,724 | $— | | David Mountcastle | Cash(5) | $702,000 | $— | $702,000 | N/A | | | Equity Acceleration(3) | 1,858,010 | 5,569,645 | 5,569,645 | N/A | | | Continued Healthcare(6) | 32,477 | — | 32,477 | N/A | | | Total | $2,592,487 | $5,569,645 | $6,304,122 | $— | | Edward C. Fargis | Cash(5) | $616,000 | $— | $616,000 | N/A | | | Equity Acceleration(3) | 2,098,501 | 5,788,797 | 5,788,797 | N/A | | | Continued Healthcare(6) | 32,477 | — | 32,477 | N/A | | | Total | $2,746,978 | $5,788,797 | $6,437,274 | $— |

  114. Estimated Potential Payments

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

  115. Estimated Potential Payments

    | (2) Represents 150% of the sum of Mr. Mehrotra’s (i) annual base salary and (ii) target annual bonus for 2025. |

  116. 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 $23.71, the closing trading price of our common stock on December 31, 2025 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 $23.71, the closing trading price of our common stock on December 31, 2025. 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. |

  117. Estimated Potential Payments

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

  118. Estimated Potential Payments

    | (5) Represents 100% of the sum of the NEO’s (i) annual base salary and (ii) target annual bonus for 2025. |

  119. Estimated Potential Payments

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

  120. 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, 2025:

  121. CEO Pay Ratio

    | • | The annual total compensation for our CEO, Mr. Mehrotra, was $10,472,698 as reported in the “Total” column of the Summary Compensation Table. |

  122. CEO Pay Ratio

    | | 2026 Proxy Statement | 43 |

  123. CEO Pay Ratio

    | • | The annual total compensation for our median employee was $62,334, calculated in accordance with the rules applicable to the Summary Compensation Table. |

  124. CEO Pay Ratio

    For the year ended December 31, 2025, the annual total compensation for our CEO was approximately 168 times that of our median employee. For purposes of identifying our median employee, we used our total employee population as of December 31, 2025. 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, 2025 as our compensation measure that we consistently applied to all employees.

  125. CEO Pay Ratio

    | 44 | | 2026 Proxy Statement |

  126. 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, 2025, 2024, 2023, 2022 and 2021 and our financial performance for each such FY. The Company became a reporting company in April 2021.

  127. 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) | | 2025 | $9,241,448 | $12,449,525 | N/A | N/A | $2,279,009 | $2,922,607 | $68.23 | $95.45 | $22.90 | $125.40 | | 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 |

  128. Pay Versus Performance Table

    | (1) Parth Mehrotra was the sole Principal Executive Officer (“PEO”) during our 2025 and 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: |

  129. Pay Versus Performance Table

    | FY | Non-PEO NEOs | | 2025 | David Mountcastle and Edward C. Fargis | | 2024 | David Mountcastle, Edward C. 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 |

  130. 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: |

  131. Pay Versus Performance Table

    | | 2021 | | 2022 | | 2023 | | | 2024 | | 2025 | | | 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 | 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) | $(8,588,373) | $(1,878,684) | | 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 | $8,187,203 | $1,790,929 | | 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) | $2,641,634 | $534,585 |

  132. Pay Versus Performance Table

    | | 2026 Proxy Statement | 45 |

  133. Pay Versus Performance Table

    | | 2021 | | 2022 | | 2023 | | | 2024 | | 2025 | | | 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 | PEO (Current) | Average Non-PEO NEOs | | 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) | $967,613 | $196,768 | | 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) | $3,208,077 | $643,598 |

  134. 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. |

  135. 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. |

  136. 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. |

  137. 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. |

  138. Pay Versus Performance Table

    | 46 | | 2026 Proxy Statement |

  139. 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 increased from 2024 to 2025 and decreased from 2023 to 2024, 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, slightly increased between 2022 and 2023, before decreasing again between 2023 and 2024 and increasing between 2024 and 2025. 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 and then increasing between 2024 and 2025. 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 and increasing between 2024 and 2025. 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, 2023 and 2025, with the increase in 2025 generally aligning with the increase in compensation actually paid to our PEO and Non-PEO NEOs from 2024 to 2025. Our net income decreased 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, 2024 and 2025 and the increase in the compensation actually paid to our Non-PEO NEOs from 2022 to 2023 and 2024 to 2025 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.

  140. 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, 2025:

  141. Pay Versus Performance Tabular List

    | • | Practice Collections; |

  142. Pay Versus Performance Tabular List

    | • | Care Margin; |

  143. Pay Versus Performance Tabular List

    | • | Implemented Providers; |

  144. Pay Versus Performance Tabular List

    | • | Attributed Lives; and |

  145. Pay Versus Performance Tabular List

    | • | Adjusted EBITDA. |

  146. 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. |

  147. Pay Versus Performance Tabular List

    | | 2026 Proxy Statement | 47 |

  148. 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, 2025. Mr. Mehrotra does not receive any additional compensation for his service as a director.

  149. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Lance Berberian (2) | $15,625 | $158,268 | $173,893 | | Adam Boehler (3) | $— | $— | $— | | Nancy Cocozza (4) | $75,000 | $199,825 | $274,825 | | Pamela Kimmet (5) | $95,000 | $199,825 | $294,825 | | David King (6) | $145,000 | $199,825 | $344,825 | | Patricia Maryland (7) | $77,083 | $199,825 | $276,908 | | Thomas McCarthy (8) | $100,000 | $199,825 | $299,825 | | Shawn Morris (9) | $75,000 | $199,825 | $274,825 | | Jaewon Ryu (10) | $76,458 | $199,825 | $276,203 | | David Wichmann (11) | $75,000 | $199,825 | $274,825 |

  150. 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 2025, 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, 2025. |

  151. DIRECTOR COMPENSATION

    | (2) Mr. Berberian joined the Board on July 15, 2025 and received a prorated annual retainer and initial RSU award. As of December 31, 2025, Mr. Berberian held 7,668 unvested RSUs. |

  152. DIRECTOR COMPENSATION

    | (3) Mr. Boehler served on the Board from July 2023 until the Company’s 2025 Annual Meeting and no longer serves on the Board. He waived receipt of his cash and equity compensation under the Company’s Non-Employee Director Compensation Program. |

  153. DIRECTOR COMPENSATION

    | (4) As of December 31, 2025, Mrs. Cocozza held 8,396 unvested RSUs. |

  154. DIRECTOR COMPENSATION

    | (5) As of December 31, 2025, Mrs. Kimmet held 8,396 unvested RSUs. |

  155. DIRECTOR COMPENSATION

    | (6) As of December 31, 2025, Mr. King held 8,396 unvested RSUs. |

  156. DIRECTOR COMPENSATION

    | (7) Mrs. Maryland served on the Board until she passed away on October 24, 2025. Under the terms of the award agreement, her 8,396 unvested RSUs vested upon her death. |

  157. DIRECTOR COMPENSATION

    | (8) As of December 31, 2025, Mr. McCarthy held 8,396 unvested RSUs. |

  158. DIRECTOR COMPENSATION

    | (9) As of December 31, 2025, Mr. Morris held 4,579,169 stock options, of which 253,954 are held by Emerald Family, LLC, which is affiliated with Mr. Morris, and 243,995 are held by Mr. Morris’s family trust, and 8,396 unvested RSUs. |

  159. DIRECTOR COMPENSATION

    | (10) Dr. Ryu was appointed chair of the Compliance Committee on December 4, 2025 and received a prorated retainer in respect of such service. As of December 31, 2025, Dr. Ryu held 8,396 unvested RSUs. |

  160. DIRECTOR COMPENSATION

    | (11) As of December 31, 2025, Mr. Wichmann held 8,396 unvested RSUs. Mr. Wichmann is not standing for re-election at the Annual Meeting. |

  161. Non-Employee Director Compensation

    Non-Employee Director Compensation In 2025, in consultation with its compensation consultant, the Board reviewed director compensation arrangements at our peer companies and determined amend our Non-Employee Director Compensation Program to increase the annual retainer for the independent Chair of the Board to $100,000 effective January 1, 2026. Pursuant to the Non-Employee Director Compensation Program, all non-employee directors receive an annual retainer of $75,000. For the year ended December 31, 2025, the Chair of the Board received an annual cash retainer of $55,000. As noted above, effective January 1, 2026, the Chair of the Board will receive an annual retainer of $100,000. In addition, 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).

  162. Non-Employee Director Compensation

    | 48 | | 2026 Proxy Statement |