Edward Fargis
About Edward Fargis
Edward C. Fargis is Executive Vice President, General Counsel, and Corporate Secretary at Privia Health, appointed effective January 29, 2024; he is age 60 as of March 24, 2025 and previously held senior legal and corporate roles at Zelis, Personal Touch Home Health, and Touchstone Health; he holds a J.D. from Fordham University School of Law and a B.A. from Hamilton College . Company operating results during his tenure include 2024 revenue of $1.736 billion and Adjusted EBITDA of $90.5 million, with executive bonuses funded at 119% of target based on performance; Privia’s 2024 TSR (value of a $100 investment) was $56.26, versus $66.27 in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zelis Parent, L.P. | EVP, Corporate Strategic Transactions; EVP, General Counsel, Chief Compliance Officer, Corporate Secretary | Sept 2017–Jan 2022 (EVP GC/CCO/CS); “most recently” EVP Corporate Strategic Transactions (dates not disclosed) | Led strategic transactions and governance at a healthcare technology firm |
| Personal Touch Home Health, Inc. | General Counsel, Secretary, Chief Compliance Officer | n/a | Senior legal and compliance leadership in home health services |
| Touchstone Health Partnership, Inc. | CEO; General Counsel; Secretary; Chief Compliance Officer | Nov 2009–Dec 2016 | Executive leadership and legal oversight at a health plan/MSO |
| Battle Fowler LLP | Attorney | n/a | Early legal career foundation |
External Roles
- No public-company directorships or committee roles disclosed for Edward Fargis .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | 375,000 | 385,000 | 2025 increases per Compensation Committee review |
| Target Bonus (% of Salary) | 60% | 60% (not changed in 2025 disclosures) | |
| Actual Cash Bonus ($) | 267,750 (119% of target) | n/a | Corporate scorecard payout 119% for 2024 |
Performance Compensation
Annual Bonus Structure and Results (2024)
| Metric | Weighting | Target | Actual | Payout Impact | Notes |
|---|---|---|---|---|---|
| Implemented Providers | n/a | n/a | +484 YoY; +11.2% | Contributed to 119% payout | Company metric and result disclosed, weight not specified |
| Practice Collections | n/a | n/a | $2.97B; +4.5% YoY | Contributed to 119% payout | Result disclosed, weight not specified |
| Attributed Lives | n/a | n/a | 1,256,000; +12.1% YoY | Contributed to 119% payout | Result disclosed, weight not specified |
| Adjusted EBITDA | n/a | n/a | $90.5M; +25.2% YoY | Contributed to 119% payout | Non-GAAP; reconciliation provided |
| Stakeholder Satisfaction (employees/physicians) | 5% | n/a | n/a | Included in payout | Qualitative metric (employee/physician engagement) |
Long-Term Incentives (granted in 2024)
| Award Type | Grant Date | Target/Units | Vesting | Performance/Modifier |
|---|---|---|---|---|
| RSU (annual) | Mar 8, 2024 | 28,544 | 3 equal annual installments (Mar 8, 2025–2027) | Time-based only |
| RSU (sign-on) | Jan 29, 2024 | 44,404 | 100% on third anniversary (Jan 29, 2027) | Time-based only |
| PSU (annual) | Mar 8, 2024 | 42,816 target | Earned 0–200% over Jan 1, 2024–Dec 31, 2026; settles after performance determination | 50% Cumulative Practice Collections (85%/100%/115% → 50%/100%/200%); 50% Cumulative Adjusted EBITDA (75%/100%/125% → 50%/100%/200%); TSR modifier ±15% vs S&P Healthcare Services Select Industry Index; payout capped at 200%; GAAP revenue gate (> $2.0B cumulative for 2024–2025) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 9,514 shares; includes RSUs vesting within 60 days of March 1, 2025; <1% of outstanding |
| Outstanding Unvested RSUs | 44,404 (sign-on) + 28,544 (annual 2024) = 72,948 unvested RSUs as of Dec 31, 2024 |
| Outstanding PSUs (unearned) | 42,816 target (2024 Annual PSUs), earned 0–200% based on performance/TSR |
| Vested vs Unvested | Sign-on RSUs 100% unvested until Jan 2027; annual 2024 RSUs 1/3 vest annually starting Mar 2025; PSUs cliff after 3-year period subject to performance |
| Stock Ownership Guidelines | Executive officers must hold ≥3x base salary; compliance expected within 5 years; all execs either in compliance or within compliance window |
| Hedging/Pledging | Hedging prohibited; pledging prohibited; no open market sales outside 10b5-1 trading plans |
Employment Terms
| Term | Detail |
|---|---|
| Start Date and Role | Appointed EVP, General Counsel and Corporate Secretary effective January 29, 2024 |
| Contract Type | Employment agreement (“Fargis Agreement”) dated January 25, 2024 |
| Base Salary | $375,000 in 2024; increased to $385,000 in 2025 |
| Target Bonus | 60% of base salary |
| Equity Eligibility | Annual RSUs and PSUs; 2024 sign-on RSUs of 44,404 vest at 3 years |
| Severance (no CoC) | Lump-sum equal to: 12 months base salary + 100% target bonus + 12 months health benefits, subject to release |
| Change-of-Control Equity | If awards not assumed in CoC OR upon qualifying termination post-CoC: options/RSUs vest in full; Annual PSUs vest pro rata to next anniversary based on performance as of event; CEO Promotional PSUs (not applicable to Fargis) have separate CoC provisions |
| Non-Compete | 12 months post-termination |
| Non-Solicit | 24 months post-termination (customers, employees, consultants, independent contractors) |
| Clawbacks | Mandatory SEC-compliant clawback for restatements, plus discretionary clawback for misconduct/excessive risk |
Investment Implications
- Pay-for-performance linkage is strong: cash bonuses tied to Implemented Providers, Practice Collections, Attributed Lives, and Adjusted EBITDA; LTI PSUs are driven by cumulative Practice Collections/Adjusted EBITDA with a Relative TSR modifier and a GAAP revenue gate, reducing the risk of paying for growth without topline traction .
- Retention risk appears moderate-to-low: sign-on RSUs vest at 3 years; annual RSUs vest over 3 years; PSUs cliff vest after 3-year performance periods; non-compete (12 months) and non-solicit (24 months) further discourage near-term exits .
- Insider selling pressure is structurally limited: anti-hedging/anti-pledging policies and requirement to use 10b5-1 trading plans for open market sales reduce discretionary selling; stock ownership guidelines (≥3x salary) drive alignment .
- Change-of-control economics: equity acceleration terms (especially for RSUs) and pro-rata PSUs upon CoC or qualifying termination provide balanced protection without tax gross-ups, mitigating potential disruption while avoiding shareholder-unfriendly provisions .
2024 operational outcomes (Practice Collections +4.5% YoY to $2.97B, Adjusted EBITDA +25.2% YoY to $90.5M) supported above-target bonus funding (119% of target). TSR saw pressure in 2024 ($100→$56.26), making the TSR modifier on PSUs a meaningful constraint on equity payouts unless peer-relative returns improve .
Notes:
- Adjusted EBITDA is a non-GAAP measure; reconciliation provided in Appendix A of the 2025 Proxy **[1759655_0001193125-25-072922_d875935ddef14a.htm:82]**.
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