Shawn Morris
About Shawn Morris
Shawn Morris is Privia Health’s former Chief Executive Officer and a current director (since May 2018). He is 61, holds a bachelor’s degree in Accounting from Western Kentucky University, is a Certified Public Accountant (inactive), completed Dartmouth Tuck’s 2030 Global Executive program, and is an inaugural Fellow of the Nashville Healthcare Council . He is currently a member of the Board’s Compliance Committee; the Board determined independence for other directors but did not list Mr. Morris among independent directors under SEC and Nasdaq rules, indicating he is not considered independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Privia Health Group, Inc. | Chief Executive Officer; Director | CEO through July 1, 2023; Director since May 2018 | Continued Board service post-CEO; subject to transition agreement preserving vesting of pre-2023 equity awards while on Board |
| Cigna-HealthSpring (formerly HealthSpring) | President, Chief Operating Officer; President of Development & Innovation; Executive Vice President | 2005–2018 | Senior leadership across growth and operations in value-based care and government programs |
External Roles
No other public company directorships for Mr. Morris are disclosed in Privia’s 2025 proxy; biography focuses on Privia and Cigna-HealthSpring roles .
Board Governance
- Committee memberships: Compliance Committee (members: Patricia Maryland, Chair; Shawn Morris; Jaewon Ryu). Compliance Committee held five meetings in 2024, including a joint meeting with the Audit Committee .
- Independence: The Board affirmed independence for specific directors (Cocozza, Kimmet, King, McCarthy, Maryland, Ryu, Wichmann, and former directors Sullivan and Boehler), but did not list Morris—indicating he is not an independent director under SEC/Nasdaq rules .
- Attendance and engagement: The Board met five times in 2024; each incumbent director attended more than 75% of Board and relevant committee meetings, and all directors attended the May 2024 annual meeting .
- Executive sessions: Non-management and independent directors meet regularly in executive sessions, presided over by the Chair .
- Skills: Board skills matrix highlights Morris’s leadership; healthcare; value-based care/government programs; finance/accounting; strategic planning/M&A; information security/technology; legal/compliance/risk experience .
- Anti-hedging and anti-pledging: Directors prohibited from derivatives/shorting; pledging is prohibited . Compensation governance practices include robust clawback beyond SEC, double-trigger CIC vesting, and independent consultant engagement .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash Board retainer | $75,000 | Non-employee director cash fees received by Morris in 2024 |
| Committee chair fees (program levels) | Audit Chair: $25,000; Compliance Chair: $17,500; Compensation Chair: $20,000; Nominating & Governance Chair: $15,000 | Morris is not a chair; amounts shown are program reference levels |
| Chair of Board cash retainer (program level) | $55,000 | Reference level; not applicable to Morris |
| Annual director RSU grant (program level) | $200,000 / 30-day trailing avg price at grant | Morris did not receive director RSUs in 2024 due to waiver while holding unvested employment awards |
| FY2024 total director compensation (PRVA table) | $75,000 | No stock awards in 2024 per waiver |
Performance Compensation
| Metric/Instrument | Structure | Terms/Status |
|---|---|---|
| Unvested RSUs from prior employment | Time-based vesting | 40,581 RSUs scheduled to vest by April 2025; while unvested awards remain, Morris waived eligibility for director equity grants |
| Stock options from prior employment | Time-based; exercisable schedule | 4,592,816 options exercisable within 60 days of March 1, 2025; includes holdings via Emerald Family LLC and a family trust |
| 2023 pro-rata annual bonus (CEO period) | Company short-term cash incentive funded based on Adjusted EBITDA plus other goals | Eligible for pro-rata bonus Jan 1–Jun 30, 2023 per transition agreement; PRVA uses Adjusted EBITDA as corporate scorecard funding metric for annual bonus program |
| Change-in-control and clawback features | Double-trigger vesting; robust clawback beyond SEC | Company-wide compensation governance features; applies to executives and directors per policies |
Other Directorships & Interlocks
- Compensation Committee interlocks: None—no executive officer of PRVA has served on the compensation committee of another entity with an executive officer on PRVA’s Board .
- No external public boards for Morris disclosed in proxy materials .
Expertise & Qualifications
- Accounting and finance (CPA, inactive) and healthcare leadership across payer/provider contexts .
- Strategy, development, M&A; value-based care/government programs; compliance and risk oversight; technology/cyber familiarity per Board skills matrix .
Equity Ownership
| Category | Amount | Detail/Breakdown |
|---|---|---|
| Beneficial ownership (as of March 1, 2025) | 4,727,983 shares; 3.8% of outstanding | Includes PRVA’s computation under SEC rules |
| Common shares (direct/affiliates) | 12,487 shares via Emerald Family LLC; 11,998 shares via family trust | Morris disclaims beneficial ownership over certain affiliate holdings |
| Options exercisable within 60 days of Mar 1, 2025 | 4,592,816 shares underlying options; 253,954 via Emerald Family LLC; 243,995 via family trust | Exercisability window noted; affiliate allocations detailed |
| Unvested RSUs vesting within 60 days of Mar 1, 2025 | 40,581 shares | Vesting schedule tied to transition agreement |
| Anti-hedging/anti-pledging | Hedging and pledging prohibited by policy | Historical note: none of directors had pledged PRVA equity in 2023 disclosures |
| Stock ownership guidelines | Directors must hold ≥5x annual cash retainer; compliance expected within 5 years; all directors in compliance or on-track | Applies to non-employee directors |
Shareholder Voting Signals (2025 Annual Meeting)
| Item | Votes For | Votes Withheld/Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election of Shawn Morris (Class III) | 102,054,977 | 4,564,048 | — | 4,768,808 |
| Say-on-Pay (NEOs) | 105,145,830 | 1,431,629 | 41,566 | 4,768,808 |
Governance Assessment
- Independence and oversight: Morris is not considered independent (former CEO still serving on the Board), which can reduce the proportion of independent oversight; mitigants include robust committee structures and regular executive sessions led by independent directors .
- Committee effectiveness: Active Compliance Committee with five meetings in 2024 and joint sessions with Audit indicates engaged oversight of non-financial compliance and risk—positive for board effectiveness .
- Attendance and engagement: Board-level statement that all incumbent directors met the ≥75% attendance threshold and all attended the 2024 annual meeting supports engagement quality .
- Ownership alignment: Significant equity exposure (3.8% beneficial ownership including large in-the-money options) aligns incentives but may introduce sell-down/overhang risk; registration rights for Morris among other holders facilitate potential future sales—a monitoring point for investors .
- Compensation and policies: No director RSUs in 2024 due to waiver while unvested employment awards remained; strong company policies (clawback, anti-hedging/pledging, ownership guidelines) are shareholder-friendly signals .
- Conflicts/related-party: Affiliations with Emerald Family LLC and a family trust are disclosed as holding vehicles; PRVA’s policy requires Audit Committee review of related party transactions, and the proxy notes no such transactions beyond those described—no Morris-specific related-party transactions disclosed for 2024/2025 .
- Shareholder support: 2025 re-election received substantial support (102.1M for vs. 4.6M withheld), and Say-on-Pay passed comfortably—indicative of broader investor confidence in governance and compensation practices .