David Wichmann
About David Wichmann
David Wichmann (age 62) has served as an independent director of Privia Health Group, Inc. since 2023. He is the former CEO of UnitedHealth Group (2017–2021), previously serving as President, CFO, and head of operations/commercial markets over a 23-year tenure; earlier in his career, he was a partner at Arthur Andersen. He holds a bachelor’s degree in accounting from Illinois State University and is currently a director of Boston Scientific . The Board has affirmatively determined he is independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealth Group | Chief Executive Officer; previously President, CFO, head of operations and commercial markets | CEO Sep 2017–Mar 2021; prior roles across 23 years | Led growth, diversification, performance of multiple businesses |
| Arthur Andersen & Co. | Partner | Not disclosed | Audit/accounting leadership background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Scientific Corporation | Director | Current | Public company board experience; industry expertise |
| UnitedHealth Group; Tennant Company | Director (prior) | Prior service | Additional public board experience |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Wichmann is independent under SEC and Nasdaq standards |
| Committees | Audit Committee (member; designated “audit committee financial expert”); Compensation Committee (member) |
| Committee meeting cadence (FY2024) | Audit: 7 meetings (including 1 joint with Compliance); Compensation: 5 meetings |
| Attendance | Each incumbent director attended >75% of aggregate Board and committee meetings; all directors attended the May 2024 annual meeting |
| Executive sessions | Board and committees meet in regular executive sessions |
| Board leadership | Independent Chair structure |
| Director service limits | Outside directors limited to service on three public company boards (including PRVA) |
Fixed Compensation
| Component | Program Terms (Non-Employee Directors) | Wichmann – 2024 Actual |
|---|---|---|
| Annual cash retainer | $75,000 | $75,000 |
| Board Chair additional retainer | $55,000 (if Chair) | — |
| Committee Chair retainers | Audit: $25,000; Compensation: $20,000; Compliance: $17,500; Nominating/Gov: $15,000 | — |
| Meeting fees | None disclosed | — |
Notes: The Board reviewed peer practices in 2024 and made no changes to the director compensation program .
Performance Compensation
| Equity Element | Structure | 2024 Amount |
|---|---|---|
| Annual RSU grant | Annual grant sized to $200,000 divided by 30-day trailing average stock price on grant date (time-based RSUs) | $182,879 grant-date fair value (ASC 718) |
Notes: Director equity awards are time-based RSUs; no performance metrics are applied to non-employee director equity grants at PRVA .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts Disclosed |
|---|---|---|
| Boston Scientific | Director | No PRVA-related party transactions involving Wichmann disclosed in the proxy; Audit Committee oversees related party review |
Expertise & Qualifications
- Former CEO, CFO, and senior operating executive of a large, diversified healthcare company; deep managed care and payer experience .
- Audit Committee Financial Expert designation; strong finance and accounting credentials .
- Public company board experience (current: Boston Scientific; prior: UHG, Tennant) .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 1,321,529 shares (1.1% of outstanding) | Includes 1,315,340 shares held by Jory Capital, LLC, an affiliate; Wichmann otherwise disclaims beneficial ownership of those shares |
| Unvested RSUs (director awards) | 11,124 units as of 12/31/2024 | Director equity awards are time-based RSUs |
| Hedging/Pledging | Prohibited under Insider Trading Compliance Policy | |
| Director ownership guidelines | 5x annual cash retainer within 5 years; all directors in compliance or within the compliance window |
Governance Assessment
- Strengths: Independent director with deep healthcare and financial expertise; Audit Committee Financial Expert; meaningful ownership (1.1%) aligning incentives; anti-hedging/anti-pledging policies; robust stock ownership guidelines .
- Engagement/Support signals: 2025 say-on-pay approved with 105.1M for vs. 1.43M against; Class III director nominees (not including Wichmann, who was not up in 2025) received strong support, indicating overall investor confidence in board oversight .
- Compensation structure: Director pay balanced toward equity (program target $200k equity vs. $75k cash), enhancing alignment; program unchanged in 2024 after peer review .
- Conflicts/related-party exposure: No Wichmann-specific related-party transactions disclosed; Audit Committee monitors related party matters .
- Attendance and workload: Board-wide attendance exceeded expectations; PRVA policy caps outside public boards at three—Wichmann’s current known public commitments (PRVA and Boston Scientific) appear within this limit .
Supporting Data
Director Compensation (FY2024)
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| David Wichmann | 75,000 | 182,879 | 257,879 |
Program terms: Annual cash retainer $75,000; annual RSU grant sized to $200,000 (time-based); chair retainers as listed above .
Committee Service and Meetings (FY2024)
| Committee | Role | Meetings |
|---|---|---|
| Audit Committee | Member; designated Audit Committee Financial Expert | 7 |
| Compensation Committee | Member | 5 |
Attendance: Each incumbent director attended >75% of aggregate Board and committee meetings; all attended the May 2024 annual meeting .
Beneficial Ownership (as of March 1, 2025)
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| David Wichmann | 1,321,529 | 1.1% | Includes 1,315,340 shares held by Jory Capital, LLC (affiliate); Wichmann disclaims beneficial ownership of those shares |
| Unvested RSUs (director) | 11,124 | — | As of 12/31/2024 |
2025 Annual Meeting Results (Signals)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (Advisory) | 105,145,830 | 1,431,629 | 41,566 | 4,768,808 |
| Election – Pamela Kimmet | 105,357,682 | 1,261,343 | — | 4,768,808 |
| Election – Patricia Maryland | 105,882,389 | 736,636 | — | 4,768,808 |
| Election – Shawn Morris | 102,054,977 | 4,564,048 | — | 4,768,808 |
RED FLAGS and Risk Indicators
- Related-party transactions: None disclosed involving Wichmann; Audit Committee oversight in place .
- Hedging/pledging: Prohibited by policy (reduces misalignment risk) .
- Overboarding: PRVA limit of three public boards; Wichmann’s known roles appear within the cap .
- Attendance: Board-wide compliance with attendance expectations; no issues noted .