Thomas McCarthy
About Thomas McCarthy
Thomas “Tom” McCarthy (age 68) is an independent Class II director at Privia Health Group, Inc. (PRVA) since 2021 and currently serves as Chair of the Audit Committee. He brings 35+ years across healthcare, insurance, and financial services, including EVP & CFO of Cigna (2013–2017), with prior roles in finance, treasury, strategy, and corporate development. He holds a B.S. in Finance from Wharton and an MBA from Carnegie Mellon’s Tepper School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cigna Corporation (NYSE: CI) | EVP & CFO; previously VP Finance; VP & Treasurer; VP Strategy & Corp Dev | CFO 2013–2017; earlier roles 2003–2013 | Led finance, capital markets, treasury, strategy, M&A; deep payer/healthcare finance expertise |
| Kemper Insurance | Senior leadership roles | 1999–2003 | Insurance operating and financial leadership |
| USAA | Senior leadership role | 1985–1986 | Financial services experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Selective Insurance Group, Inc. (NASDAQ: SIGI) | Director | Current | Member, Risk Committee; Member, Finance and Investments Committee |
| American University of Rome | Board of Trustees | Current | Trustee |
| Avenue of the Arts, Inc. | Director | Current | Director |
| Habitat for Humanity of Montgomery & Delaware Counties | Director | 2017–2024 | Community/ESG engagement |
Board Governance
- Independence: Board determined McCarthy is independent under Nasdaq and SEC rules .
- Committee assignments and chair roles: Audit Committee Chair; Audit members are Nancy Cocozza, Tom McCarthy (Chair), and David Wichmann .
- Audit Committee workload: 7 meetings in FY2024 (including 1 joint with Compliance) .
- Attendance: In 2024 there were 5 board meetings; each incumbent director attended >75% of board and applicable committee meetings; all directors attended the May 2024 annual meeting .
- Audit Committee scope: Oversees financial statements and internal controls; auditor selection/independence; audit scope/results; whistleblower procedures; internal control adequacy; review of legal/regulatory compliance (other than items delegated to Compliance Committee); approves/pre-approves audit and non-audit services; reviews material related-party transactions .
- Audit report: McCarthy signed the Audit Committee Report recommending inclusion of audited financials in the 2024 Form 10-K .
Fixed Compensation (Director)
| Component (2024) | Amount (USD) | Source/Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Program level; all non-employee directors |
| Audit Committee Chair fee | $25,000 | Program level |
| Cash actually earned (Fees Earned) | $100,000 | McCarthy 2024 director fees |
| Annual equity guideline (program) | $200,000 (RSUs) | Annual RSUs equal to $200,000 ÷ 30-day avg price |
- Stock ownership guideline (Directors): 5x annual cash board retainer; compliance expected within 5 years; all directors are in compliance or within the five-year period .
- Anti-hedging and anti-pledging: Company prohibits hedging and pledging by directors/officers .
Performance Compensation (Director Equity)
| Equity Item (2024) | Amount/Details | Vesting/Status |
|---|---|---|
| Stock awards (grant-date fair value) | $182,879 | McCarthy 2024 director stock awards |
| Unvested RSUs (as of 12/31/2024) | 11,124 RSUs | McCarthy unvested balance |
- Director equity is delivered in RSUs (no PSUs/options for directors disclosed). Annual grant sizing framework described above .
Compensation mix and direction-of-travel:
- 2024 mix ≈ 35% cash ($100,000) and 65% equity ($182,879), aligning director pay with long-term shareholder value .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Selective Insurance Group (SIGI) | P&C Insurance | Director; Risk and Finance & Investments Committees | No PRVA-related conflicts disclosed in Related Party section; Audit Committee reviews related-party transactions |
- Outside-board limits: PRVA caps outside director service at three public company boards (including PRVA); McCarthy appears within limits (PRVA + SIGI) .
Expertise & Qualifications
- Financial expertise: Board-designated “audit committee financial expert” (Reg S-K 407(d)(5)(ii)) .
- Healthcare, payer, and finance leadership: Former Cigna CFO; extensive healthcare finance/strategy experience .
- Governance and risk oversight: Active audit chair; experience on SIGI risk and finance committees; skills matrix underscores finance/accounting/capital markets and governance/risk strengths .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 41,487 | Held by McCarthy’s family trust |
| % of shares outstanding | ~0.034% | Based on 121,313,431 shares outstanding as of 3/24/2025 ; calculation from holdings above |
| Unvested RSUs (12/31/2024) | 11,124 | Director RSUs unvested |
| Hedging/Pledging | Prohibited by policy | Applies to directors; no pledging disclosed |
| Ownership guideline status | Directors are in compliance or within 5-year period | Board statement on compliance |
Governance Assessment
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Strengths
- Independent Audit Chair with CFO background; designated audit committee financial expert—supports strong financial oversight and internal control rigor .
- Active committee cadence (7 Audit meetings in 2024, including joint cybersecurity/compliance coverage) .
- Solid engagement: directors met attendance expectations (>75%); full annual meeting attendance in 2024 .
- Director pay tilted to equity; robust policies (clawback, anti-hedging/pledging, ownership guidelines) align incentives with shareholders .
- No related-party transactions identified involving McCarthy in the proxy disclosure; Audit Committee reviews such matters .
-
Watch items
- External public board (SIGI): within PRVA limits (≤3 boards), but investors should monitor aggregate time commitments as Audit Chair at PRVA and committee member at SIGI .
- Section 16 filings: 2024 late filings noted for certain executives/another director (not McCarthy); continue to monitor controls around reporting (no issues identified for McCarthy) .
Overall, McCarthy’s profile—independent Audit Chair, prior Fortune 100 CFO, and audit “financial expert”—is supportive of board effectiveness, financial stewardship, and investor confidence, with no disclosed conflicts or red flags in related-party dealings or attendance .