Patricia Maryland
About Patricia Maryland
Patricia Maryland (age 71) has served on PRVA’s board since 2021 and is Chair of the Compliance Committee. She brings 40+ years of healthcare administration experience, most recently as EVP of Ascension and President & CEO of Ascension Healthcare (July 2017–June 2019), with prior senior roles at Ascension from 2003–2017. She holds a B.S. in Mathematics (Alabama State), an M.S. in Biostatistics (UC Berkeley), and a DrPH in health services administration and planning (University of Pittsburgh). She is independent under SEC and Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ascension | Executive Vice President; President & CEO, Ascension Healthcare | EVP; CEO 7/2017–6/2019; senior roles 2003–2017 | Led large nonprofit health system; prior President of Healthcare Operations and COO |
External Roles
| Company | Ticker | Role | Start | Committees (if disclosed) |
|---|---|---|---|---|
| Encompass Health Corporation | EHC | Director | 2020 | Not disclosed in PRVA proxy |
| Surgery Partners, Inc. | SGRY | Director | March 2021 | Not disclosed in PRVA proxy |
Board Governance
- Independence and leadership: The Board has determined Dr. Maryland is independent; she chairs the Compliance Committee. The Board has an Independent Chair (David King).
- Committee scope and cadence: Compliance Committee oversees non-financial compliance programs, risk areas, and complaints procedures; it met five times in 2024, including a joint session with the Audit Committee.
- Attendance and engagement: In 2024, the Board met five times; each incumbent director attended more than 75% of aggregate Board and committee meetings; all directors attended the May 2024 annual meeting.
- Executive sessions and risk oversight: Non-management and independent directors meet in regular executive sessions; committee and board-level risk oversight processes are in place.
- Anti-hedging/pledging: Hedging and pledging of company stock are prohibited for directors.
2024 Meetings Snapshot
| Body | Meetings Held |
|---|---|
| Board of Directors | 5 |
| Compliance Committee | 5 (plus one joint with Audit) |
| Audit Committee | 7 (plus one joint with Compliance) |
Fixed Compensation (Non‑Employee Director; FY2024)
| Element | Amount |
|---|---|
| Annual Cash Retainer | $75,000 |
| Compliance Committee Chair Retainer | $17,500 |
| Fees Earned or Paid in Cash (Maryland) | $92,500 |
| RSU Grant (aggregate grant-date fair value) | $182,879 |
| Total Director Compensation (Maryland) | $275,379 |
- Program structure: Each non-employee director receives an annual RSU grant equal to $200,000 divided by the 30‑day trailing average stock price on the grant date.
Performance Compensation
| Feature | Details |
|---|---|
| Performance-conditioned equity for directors | None disclosed; director equity is in the form of RSUs under the Non-Employee Director Compensation Program (no performance metrics specified). |
| Clawback policies | Company maintains SEC-mandated and discretionary clawback policies for incentive compensation tied to financial measures (primarily applicable to officers). |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | Encompass Health (EHC); Surgery Partners (SGRY) |
| Compensation committee interlocks (PRVA disclosure) | None reported (no PRVA executive served on another company’s comp committee with a PRVA director). |
| Service limits | Outside directors limited to service on three public company boards, including PRVA’s Board. |
Expertise & Qualifications
- Healthcare administration leadership at large systems; value-based care exposure.
- Compliance and risk management; corporate governance.
- Public company board experience.
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (as of Mar 1, 2025) | 22,792 shares; <1.0% of shares outstanding |
| Unvested RSUs (as of Dec 31, 2024) | 11,124 RSUs |
| Ownership guidelines (directors) | 5× annual cash Board retainer; five-year compliance window from initial election. |
| Compliance note | All directors are in compliance or within the five-year window. |
| Hedging/Pledging | Prohibited by policy. |
Say‑on‑Pay & Shareholder Feedback (Context)
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 105,145,830 | 1,431,629 | 41,566 | 4,768,808 |
| Class III director election – Maryland | 105,882,389 | 736,636 | — | 4,768,808 |
Governance Assessment
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Strengths
- Independent director with deep healthcare operating experience; chairs the Compliance Committee overseeing key regulatory and non‑financial compliance risks.
- Strong engagement: Board-wide attendance threshold met; all directors attended the 2024 annual meeting.
- Alignment mechanisms: Annual RSU grants and director ownership guidelines (5× retainer) support shareholder alignment; hedging and pledging prohibited.
- No related‑party transactions involving directors/officers reported beyond those disclosed; policy requires Audit Committee review of any such transactions.
-
Watch items
- Classified board structure persists (contextual to PRVA governance rather than individual director), which can moderate short‑term accountability; management cites continuity rationale and investor receptivity at this stage post‑IPO.
- Multiple healthcare directorships (EHC, SGRY): no conflicts disclosed; continue monitoring for transactions or relationships requiring Related Person Transaction Policy review.
-
Red flags
- None identified in filings: no pledging/hedging, attendance threshold met, no interlocks, and no related‑party transactions disclosed regarding Dr. Maryland.