Nancy Cocozza
About Nancy Cocozza
Nancy Cocozza, age 64, has served on Privia Health’s Board since 2022 and is an independent director on the Audit Committee and the Nominating and Corporate Governance Committee. She is designated by the Board as an “audit committee financial expert,” reflecting deep finance and Medicare program experience gained over 25+ years in healthcare, including as President of Aetna’s Medicare business; she holds a bachelor’s in accounting from Thomas Jefferson/Philadelphia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aetna | President, Medicare Business | Through June 2018 | Led Medicare strategy, growth, and operating results |
| HealthMarkets | EVP, Medicare Division | Prior to Aetna role | Led Medicare division |
| Coventry Health Care | Leader, Government Insurance Programs | Prior period | Led government programs |
| Aetna (early career) | Various commercial managed care leadership roles | 16 years | Built/led commercial managed care operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aspira Women’s Health, Inc. (NASDAQ: AWH) | Director | Aug 2018 – Mar 2021 | Audit Committee; Compensation Committee |
Board Governance
- Board independence: Privia’s Board affirmatively determined Cocozza is independent under SEC and Nasdaq rules .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member .
- Financial expertise: Audit Committee financial expert designation (with McCarthy and Wichmann) .
- Attendance and engagement: Each incumbent director attended >75% of Board and committee meetings in 2024; all directors attended the May 2024 Annual Meeting .
- Committee activity levels (FY2024): Audit Committee held 7 meetings (incl. one joint with Compliance); Nominating & Corporate Governance Committee held 5 meetings .
- Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging Company stock .
- Stock ownership guideline: Non-employee directors expected to own ≥5x annual cash Board retainer within five years; all directors are in compliance or within the five-year window .
Fixed Compensation
| Component | 2024 Amount | Detail/Notes |
|---|---|---|
| Annual Board Cash Retainer | $75,000 | Standard non-employee director retainer |
| Committee Chair Fees | $0 | Cocozza is not a chair; program fees are: Audit Chair $25,000; Comp Chair $20,000; N&CG Chair $15,000; Board Chair $55,000 |
| Meeting Fees | $0 disclosed | No meeting fees disclosed for directors |
Performance Compensation
- Structure: Privia’s non-employee director equity is time-based RSUs, granted annually with grant size equal to $200,000 divided by the 30-day trailing average stock price at grant; initial prorated RSU grants at appointment are in lieu of the annual grant for that year .
- No performance metrics: Director equity awards are not subject to PSU performance goals; RSUs vest on a time-based schedule .
| Equity Grant Detail (Director RSUs) | 2024 | Notes |
|---|---|---|
| Annual RSU Grant (Fair Value) | $182,879 | Aggregate grant date fair value of RSUs for 2024 |
| RSUs Granted (units) | 11,124 | RSUs received on May 22, 2024 under the 2021 Omnibus Plan |
| Vesting | Time-based | RSUs for directors vest time-based under the program |
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond prior service at Aspira Women’s Health (2018–2021) .
- Interlocks: No compensation committee interlocks disclosed for Privia executive officers; no related-party transactions involving Cocozza disclosed. Privia maintains an Audit Committee review process for related person transactions and a written policy; Audit Committee reviews material related party transactions .
Expertise & Qualifications
- Skills matrix highlights for Cocozza: Leadership; Public Company Executive/Board Experience; Healthcare Industry; Value-Based Care/Government Programs; Finance/Accounting/Capital Markets .
- Formal designation: Audit Committee financial expert .
- Education: Bachelor’s degree in accounting from Thomas Jefferson/Philadelphia University .
Equity Ownership
| Metric | Value | As-of Date |
|---|---|---|
| Beneficial Ownership (shares) | 14,831 | March 1, 2025 (beneficial ownership table) |
| Unvested RSUs Held | 11,124 | December 31, 2024 |
| Anti-pledging status | Pledging prohibited for directors | Insider Trading Compliance Policy; anti-pledging in proxy |
Insider Trades (Form 4)
| Date | Type | Security | Quantity | Price | Post-Transaction Ownership |
|---|---|---|---|---|---|
| May 22, 2024 (filed May 23, 2024) | Award/Grant (A) | RSUs | 11,124 | N/A | Noted as RSU grant under 2021 Omnibus Plan |
Governance Assessment
- Independence and financial oversight: Cocozza’s independent status and audit financial expert designation bolster audit oversight quality and investor confidence .
- Attendance and engagement: Strong attendance and participation rates indicate active board engagement; robust shareholder outreach program led by the independent chair complements board effectiveness .
- Pay and alignment: Director compensation mix emphasizes equity via annual RSU grants and a 5x retainer stock ownership guideline, aligning director incentives with shareholders; anti-hedging/anti-pledging restrictions further support alignment .
- Shareholder signals: 2025 Say-on-Pay received broad support (Votes For: 105,145,830; Against: 1,431,629; Abstentions: 41,566), reinforcing confidence in compensation governance .
- RED FLAGS: None disclosed specific to Cocozza. No related-party transactions noted; hedging/pledging prohibited; no attendance shortfalls disclosed .