David Mountcastle
About David Mountcastle
David Mountcastle, 55, serves as Executive Vice President and Chief Financial Officer of Privia Health Group, Inc.; he was CFO from 2014 through January 2022 and resumed the role in March 2022 . He holds an MBA (Finance and Information Systems) from Virginia Commonwealth University, a BBA in Accounting Information Systems from James Madison University, and has been a CPA since 1992 . Company performance metrics used to evaluate and fund incentive compensation in 2024 included Practice Collections (+4.5% YoY to $2.97B), Adjusted EBITDA (+25.2% YoY to $90.5M), Implemented Providers (+11.2% YoY), and Attributed Lives (+12.1% YoY) . For broader context, PRVA’s revenue rose from $1.3566B in FY2022 to $1.7364B in FY2024, while Cash from Operations increased from $47.2M to $109.3M over the same period; EBITDA moved from -$14.6M to $24.3M* [Values retrieved from S&P Global] .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brainware Inc. | Chief Financial Officer | Not disclosed | Senior financial leadership at enterprise software company |
| iDirect, Inc. | Multiple senior finance roles | Not disclosed | Scaled finance operations in satellite communications technology |
| Coventry | Regional Chief Financial Officer | Not disclosed | Regional P&L leadership within managed care operations |
| United Healthcare | Multiple senior regional finance roles | Not disclosed | Regional finance leadership at national payer |
| Ernst & Young | Entrepreneurial Services Division (early career) | Not disclosed | Foundation in audit/advisory for growth companies |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public-company board roles disclosed in PRVA’s proxy executive biography |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 | FY 2025 (decision) |
|---|---|---|---|---|
| Base Salary ($) | $340,729 | $380,000 | $380,000 | $390,000 (approved early 2025) |
| Target Bonus (% of Salary) | 70% (per agreement, with potential annual increases; target path to 100%) | 80% (in practice by 2024; 2023 target consistent with 2024) | 80% | Not disclosed (committee reviewed 2025 targets; CEO changes disclosed) |
| Actual Annual Bonus ($) | $348,726 | $319,200 | $361,760 (119% of target) | Not disclosed |
Performance Compensation
Annual Bonus Program (FY 2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Implemented Providers | Not disclosed (program used relative weightings) | Company-set annual goal | +484 YoY, +11.2% | Included in 119% corporate payout | Cash, paid March 2025 |
| Practice Collections | Not disclosed | Company-set annual goal | $2.97B (+4.5% YoY) | Included in 119% corporate payout | Cash, paid March 2025 |
| Attributed Lives | Not disclosed | Company-set annual goal | 1.256M (+12.1% YoY) | Included in 119% corporate payout | Cash, paid March 2025 |
| Adjusted EBITDA (non-GAAP) | Not disclosed | Company-set annual goal | $90.5M (+25.2% YoY) | Included in 119% corporate payout | Cash, paid March 2025 |
| Stakeholder Satisfaction (Employee/Physician engagement + talent goals) | 5% | Qualitative targets | Favorable outcomes noted | Part of 119% corporate payout | Cash, paid March 2025 |
For FY 2024, the Compensation Committee capped payouts at 150% of target; corporate scorecard achievement yielded 119% of target for NEOs, including the CFO .
Long-Term Incentives (2024 Grants; RSUs and PSUs)
| Award Type | Grant Date | Shares/Units | Fair Value ($) | Key Terms |
|---|---|---|---|---|
| RSUs (annual) | 03/08/2024 | 38,058 | $872,289 | Vest in equal installments on first three anniversaries of grant, subject to service |
| PSUs (annual target) | 03/08/2024 | 57,088 | $1,308,457 (target) | 3-year performance (01/01/2024–12/31/2026); 0–200% payout based on cumulative Practice Collections (50%) and cumulative Adjusted EBITDA (50%), with ±15% TSR modifier vs S&P Healthcare Services Select Industry Index; GAAP revenue cumulative gate >$2.0B across 2024–2025 |
Program design: 60% PSUs / 40% RSUs for annual equity in 2024; no stock options granted in 2024 .
PSU Performance Curves and TSR Modifier
| Metric | Achievement Level | Threshold | Target | Maximum | Vesting % |
|---|---|---|---|---|---|
| Cumulative Practice Collections | As % of cumulative target | 85% | 100% | 115% | 50% / 100% / 200% |
| Cumulative Adjusted EBITDA | As % of cumulative target | 75% | 100% | 125% | 50% / 100% / 200% |
| TSR Modifier (Relative TSR vs Index) | Percentile | — | 25th–75th | >75th / <25th | +15% / 0% / -15% |
Equity Ownership & Alignment
Beneficial Ownership (as of March 1, 2025)
| Holder | Total Beneficial Ownership | Components |
|---|---|---|
| David Mountcastle | 327,855 shares (less than 1%) | 81,631 common (8,695 held by spouse); 41,198 options exercisable within 60 days; 213,721 RSUs scheduled to vest within 60 days |
- Stock ownership guidelines: Executive officers must hold 3x annual base salary; compliance expected within 5 years of guideline adoption/appointment; all executive officers are either compliant or within the compliance window .
- Anti-hedging and anti-pledging: Derivative hedging and shorting prohibited; pledging of Company securities prohibited .
- Sales discipline: Company policy does not allow NEOs/directors to make open market sales outside of a 10b5‑1 trading plan .
Outstanding Equity Awards (Mountcastle; as of Dec 31, 2024)
| Grant | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 08/28/2018 (two grants) | 25,518 | — | $2.00 | 08/27/2028–12/03/2029 |
| 03/20/2019 | 17,244 | — | $2.00 | 03/19/2029 |
| 09/08/2020 | 10,833 | — | $2.00 | 09/07/2030 |
| 04/29/2021 | 68,356 | 34,178 | $23.00 | 04/28/2031 |
| 04/01/2022 | 32,441 | 32,441 | $26.73 | 03/31/2032 |
| RSU/PSU Position | Unvested Units (#) | Notes |
|---|---|---|
| Time‑vested RSUs (various) | 24,417 (04/01/2022 grant) ; 14,706 (05/09/2023 grant) ; 38,058 (03/08/2024 grant) | RSUs vest ratably over 3–4 years per grant terms |
| PSUs (targets) | 33,088 (05/09/2023 annual PSUs) ; 57,088 (03/08/2024 annual PSUs) | Earned 0–200% based on cumulative financial metrics + TSR modifier, subject to service |
Multi-Year Compensation Mix
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 340,729 | 1,338,513 | 799,995 | 348,726 | 13,512 | 2,931,649 |
| 2023 | 380,000 | 1,601,991 | — | 319,200 | 14,520 | 2,315,711 |
| 2024 | 380,000 | 2,180,746 | — | 361,760 | 15,353 | 2,937,859 |
Employment Terms
| Provision | Details |
|---|---|
| Agreement | Employment agreement dated March 21, 2022 (amended August 20, 2022) |
| Base Salary | $380,000 at commencement (04/01/2022), annually reviewed; not reduced except across-the-board reductions |
| Target Bonus | 70% of salary, with potential annual increases up to 10% per year until reaching 100% of salary (actual target in 2024 was 80%) |
| Sign-on Equity | 64,882 stock options and 48,833 RSUs granted 04/01/2022; each vests 25% annually over 4 years |
| Severance (Qualifying Termination) | Lump sum equal to: (i) annual base salary + (ii) target annual bonus for year of termination + (iii) cost of continued health benefits for 12 months; release required |
| Equity Acceleration | Upon qualifying termination, all sign‑on options and RSUs vest as of termination date |
| Restrictive Covenants | Non‑compete 12 months; non‑solicit 24 months post‑termination |
| Change‑of‑Control Policy | Company uses double‑trigger vesting upon qualifying termination following a change of control (program policy) |
| Clawbacks | Mandatory clawback per SEC (restatements), plus discretionary clawback for misconduct/excessive risk; both cover cash and equity incentives |
| Hedging/Pledging | Hedging, shorting, and pledging prohibited |
| Tax Gross-Ups | No tax gross-ups provided to executive officers in connection with a change in control |
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 1,356,660,000 | 1,657,737,000 | 1,736,390,000 |
| EBITDA ($) | -14,551,000* | 27,182,000* | 24,250,000* |
| Cash from Operations ($) | 47,196,000 | 80,785,000 | 109,282,000 |
- Values retrieved from S&P Global.
Investment Implications
- Pay-for-performance alignment: Annual bonuses tied to operational and financial scorecard paid at 119% of target in 2024, consistent with strong growth in adjusted EBITDA, attributed lives, and provider count; annual equity weightings emphasize PSUs (60%) over RSUs (40%), with multi-year cumulative Practice Collections and Adjusted EBITDA targets and a Relative TSR modifier, plus a GAAP revenue gate, which raises the hurdle for vesting .
- Retention and turnover risk: Moderate severance (≈1x salary + 1x target bonus + 12 months benefits) and double‑trigger change‑in‑control policy support retention; non‑compete (12 months) and non‑solicit (24 months) reduce near‑term transition risk; sign‑on equity accelerates only on qualifying termination, balancing retention with protection .
- Insider selling pressure: Significant near‑term RSU vesting (213,721 shares scheduled to vest within 60 days of March 1, 2025) increases tradable supply, but Company policy requires use of 10b5‑1 trading plans, limiting opportunistic sales; hedging and pledging are prohibited, supporting alignment .
- Governance safeguards: Robust clawbacks (mandatory and discretionary) and prohibition on tax gross‑ups/option repricing mitigate shareholder‑unfriendly practices; stock ownership guideline (3x salary) strengthens “skin‑in‑the‑game,” with executives either compliant or within the compliance window .