Parth Mehrotra
About Parth Mehrotra
Parth Mehrotra, 46, is Chief Executive Officer of Privia Health (since July 2023) and a Class II director (since 2023); he previously served as President & COO (2018–2023). He holds an MBA from Northwestern University’s Kellogg School of Management and a BA in Economics from St. Stephen’s College, University of Delhi, and earlier held roles at Brighton Health Group, athenahealth, Goldman Sachs, and Accenture . Board leadership is separated at PRVA with an independent Chair, and Mehrotra does not serve on any Board committees; director independence determinations in 2025 classified only non-management directors as independent, with the Board conducting regular executive sessions and maintaining anti-hedging and anti-pledging policies .
2024 operating outcomes tied to management goals: Practice Collections $2.97B (+4.5% YoY), Adjusted EBITDA $90.5M (+25.2%), Attributed Lives 1,256,000 (+12.1%), and +484 implemented providers (+11.2%); new market launches occurred in Indiana with a Gulf Coast acquisition . Pay-versus-performance shows cumulative TSR on a $100 investment fell year-over-year (2024 $56.26 vs. 2023 $66.27), while Adjusted EBITDA rose across 2022–2024 and net income declined in 2024 primarily due to higher stock-based compensation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Privia Health Group, Inc. | Chief Executive Officer | 2023–present | Oversight of value-based care expansion; launched new markets and accelerated Adjusted EBITDA |
| Privia Health Group, Inc. | President & Chief Operating Officer | 2018–2023 | Operational leadership and scaling of provider network and VBC programs |
| Brighton Health Group Holdings, LLC | Chief Operating Officer | 2016–2018 | Senior role at Privia’s former owner, healthcare services platform stewardship |
| athenahealth Inc. | Senior finance role | Pre-2016 | Finance leadership in healthcare technology |
| Goldman Sachs & Co. | Healthcare investment banking | Pre-2016 | Transactional and capital markets experience |
| Accenture | Management consultant | Pre-2016 | Consulting in operations and strategy |
External Roles
- No public company board service outside PRVA disclosed in the proxy; prior roles were operating/finance positions at athenahealth, Goldman Sachs, and Accenture .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $475,000 | $541,667 | $600,000 |
| Bonus ($, discretionary) | $256,025 | $0 | $0 |
| Non-Equity Incentive ($) | $622,725 | $630,000 | $714,000 |
| Stock Awards ($, grant-date fair value) | $0 | $15,886,998 | $6,869,422 |
| All Other Compensation ($) | $13,512 | $14,520 | $15,353 |
| Total ($) | $1,367,262 | $17,073,185 | $8,198,775 |
| 2025 Compensation Decisions | 2024 | 2025 (approved early 2025) |
|---|---|---|
| Base Salary ($) | $600,000 | $650,000 |
| Target Annual Bonus (% of base) | 100% | 125% |
| Long-Term Incentive Target ($) | N/A | $8,000,000 |
| 2024 Annual Bonus Outcome | Target ($) | Payout (% of target) | Paid ($) |
|---|---|---|---|
| CEO (Mehrotra) | $600,000 | 119% | $714,000 |
Performance Compensation
| Annual Bonus Program (2024) | Metric | Weighting | Target/Definition | Actual/Payout |
|---|---|---|---|---|
| Corporate scorecard | Implemented Providers | Not disclosed | Credentialed billing providers on platform | Contributed to 119% payout |
| Corporate scorecard | Practice Collections | Not disclosed | Total collections across Owned/Non-Owned medical groups | Contributed to 119% payout |
| Corporate scorecard | Attributed Lives | Not disclosed | Lives attributed under VBC arrangements | Contributed to 119% payout |
| Corporate scorecard | Adjusted EBITDA | Not disclosed | Defined non-GAAP EBITDA per Appendix A | Contributed to 119% payout |
| Corporate scorecard | Inorganic growth | Not disclosed | New market openings (payout starts ≥110%) | Contributed to 119% payout |
| Corporate scorecard | Stakeholder satisfaction | 5% | Employee/provider engagement & talent goals | Contributed to 119% payout |
| PSU Framework (Annual PSUs granted 2024) | Metric | Threshold | Target | Maximum | Vesting Range |
|---|---|---|---|---|---|
| Cumulative Practice Collections | % of cumulative target | 85% | 100% | 115% | 50%–200% of target earned |
| Cumulative Adjusted EBITDA | % of cumulative target | 75% | 100% | 125% | 50%–200% of target earned |
| GAAP Revenue gate | Gate | >$2.0B cumulative (2024–2025) required | — | — | Required for vesting |
| TSR modifier | Relative TSR vs S&P Healthcare Services Select Industry Index | <25th | 25th–75th | >75th | -15%, 0%, +15% to earned PSUs (cap 200%) |
| CEO Equity Grants & Vesting | Grant Date | Type | Shares | Vesting Schedule | Performance Conditions |
|---|---|---|---|---|---|
| 5/9/2023 | RSU | 49,020 | 3 equal annual installments (May 2024–2026) | Time-based | |
| 5/9/2023 | Annual PSUs (2023 program) | 110,294 | Earn post 3-year period ending 12/31/2025 | Cumulative PC & Adj. EBITDA; GAAP revenue gate; TSR modifier | |
| 7/1/2023 | CEO Promotional PSUs | 232,765 | Earn post 4-year period ending 6/30/2027 | Relative TSR only | |
| 7/1/2023 | RSU | 10,345 | 3 equal annual installments (May 2024–2026) | Time-based | |
| 7/1/2023 | Incremental PSUs (promotion) | 23,276 | Earn post 3-year period ending 12/31/2025 | PC & Adj. EBITDA; GAAP revenue gate; TSR modifier | |
| 3/8/2024 | Annual RSU | 119,885 | 3 equal annual installments (Mar 2025–2027) | Time-based | |
| 3/8/2024 | Annual PSUs (2024 program) | 179,828 | Earn post 3-year period ending 12/31/2026 | Cumulative PC & Adj. EBITDA; GAAP revenue gate; TSR modifier |
Equity Ownership & Alignment
| Ownership detail | Amount |
|---|---|
| Beneficial ownership (shares) | 663,299 |
| % of shares outstanding | ~0.55% (663,299 / 121,313,431) |
| Options exercisable within 60 days (held via Jaya Mehrotra 2021 Trust) | 437,481 |
| RSUs scheduled to vest within 60 days of Mar 1, 2025 | 72,427 |
| Anti-hedging policy | Hedging and shorting prohibited |
| Anti-pledging policy | Pledging prohibited (incl. margin accounts) |
| 10b5-1 sales restriction | Open-market sales outside Rule 10b5-1 plans not allowed for NEOs/directors |
| Stock ownership guideline (CEO) | 6x annual base salary; 5-year compliance window |
| Compliance status | Executives either in compliance or within window |
Insider activity signal: options exercised in 2024 (252,477 shares; value realized $4,146,515) and stock vested (62,144 RSUs; $1,140,583), indicating meaningful monetization capacity; actual share sales depend on execution method and plan usage .
Employment Terms
| Term | Detail |
|---|---|
| Role start date | CEO since July 2023; employment agreement amended June 23, 2023 |
| Base salary | $600,000 (2024); increased to $650,000 (2025) |
| Target bonus | 100% of base (2024); increased to 125% (2025) |
| Severance (no CIC, termination without cause or good reason) | 18 months: base + target bonus; 18 months COBRA; release required |
| Change-in-control treatment | If awards not assumed or upon qualifying termination post-CIC: options/RSUs vest full; Annual PSUs vest pro rata subject to performance; CEO Promotional PSUs vest based on TSR at CIC (proratable) |
| Non-compete | 18 months post-termination |
| Non-solicit | 24 months post-termination |
| Clawbacks | SEC-mandated restatement clawback plus broad discretionary clawback for misconduct/excessive risk |
Board Governance (director role)
- Director since 2023 (Class II, term to 2027); no committee memberships; independent Chair structure maintained, CEO and Chair roles separated .
- Board meeting attendance >75%; Board and independent directors meet in executive session regularly .
- Anti-hedging/pledging policies apply to directors; director stock ownership guideline = 5x annual cash retainer; all directors are compliant or within 5-year window .
- Director compensation: Mehrotra receives no additional pay for Board service .
Compensation Structure Analysis
- Strong shift to PSUs/RSUs and no new option grants in 2023–2024; Annual equity mix set at 60% PSUs/40% RSUs to emphasize at-risk, performance-based pay .
- PSU designs have multi-year financial gates and a relative TSR modifier; GAAP revenue gate prevents vesting if top-line underperforms, strengthening pay-for-performance linkage .
- 2025 decisions increase CEO target bonus to 125% and LTI target to $8M, reinforcing retention and long-term incentives rather than guaranteed cash .
- Governance “do nots”: no option repricing, no tax gross-ups for CIC, no hedging/pledging, and sales restricted to 10b5-1 plans .
Compensation Peer Group (benchmarking)
Accolade; Agilon Health; Alignment Healthcare; Astrana Health; Evolent Health; GoodRx; Health Catalyst; HealthEquity; Lifestance Health; Oscar Health; Phreesia; Premier; Surgery Partners; Claritev (f/k/a Multiplan); Teladoc. Cano Health was removed in 2024 due to bankruptcy/going private; program anchors compensation near market median .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($MM) | -12.10 | 21.00 | 14.40 |
| Adjusted EBITDA ($MM) | 60.90 | 72.20 | 90.50 |
| TSR – $100 initial investment | $65.35 | $66.27 | $56.26 |
2024 operating achievements: +484 implemented providers (+11.2%), Practice Collections $2.97B (+4.5%), Attributed Lives 1,256,000 (+12.1%), Adjusted EBITDA $90.5M (+25.2%) with one new market launched and a Gulf Coast IPA majority acquisition . Executive leadership received “Top Workplace” recognition and improved physician engagement scores; these factors fed into bonus outcomes .
Risk Indicators & Red Flags
- Late Section 16 filings: three late Forms 4 (Mar 15, 2024) for annual RSU grants due to human error related to personnel changes; an amended Form 3 corrected share counts for a separate director’s affiliate .
- Insider policies: Hedging/shorting/pledging banned; no option repricing; CIC lacks tax gross-ups; mandatory and discretionary clawbacks in place .
- Related-party considerations: legacy registration rights agreement with certain insiders providing demand/piggyback registration rights; customary indemnification agreements with directors/officers .
Equity Supply & Vesting Pressure
- Near-term vesting: 72,427 RSUs scheduled to vest within 60 days of March 1, 2025 for Mehrotra; annual RSU from March 8, 2024 vests ratably through 2027, creating recurring supply .
- Options: a large 4/29/2021 grant remains outstanding (291,654 exercisable; 145,827 unexercisable; $23 strike), held via the Jaya Mehrotra 2021 Trust .
- 2024 exercises/vestings: options exercised 252,477 shares ($4.15M value realized); RSUs vested 62,144 ($1.14M) .
Investment Implications
- Alignment and performance rigor: PSU metrics tied to multi-year Practice Collections and Adjusted EBITDA with a TSR overlay and revenue gate should align pay with growth and profitability, while 2025 increases to bonus/LTI targets boost retention incentives for the CEO amid continued scaling .
- Selling pressure watch: Near-term RSU vesting (72,427 shares within 60 days of Mar 1, 2025) plus prior option exercises indicate supply that may be managed via 10b5-1; hedging/pledging bans mitigate adverse alignment risks .
- Governance quality: Separation of CEO/Chair roles, independent committees, clawbacks, and anti-hedging/pledging policies reduce downside governance risks; no tax gross-ups or option repricing further support shareholder-friendly posture .
- Performance trajectory: Despite TSR headwinds in 2024, operational KPIs and Adjusted EBITDA expanded, and pay outcomes (119% bonus payout) reflected strong corporate scorecard achievement, suggesting execution strength on core value-based care levers .