Item 5. Other Information
ITEM 5. OTHER INFORMATION
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 9, 2022, the Board of Directors (the “Board”) of Privia Health Group, Inc. (the “Company”) approved, based on the recommendation of the Compensation Committee of the Board, and on August 10, 2022, the Company entered into, amendments to employment agreements (the “Amendments”) with each of the Company’s executive officers, Shawn Morris, Parth Mehrotra, David Mountcastle and Thomas Bartrum. A summary of the Amendments is set forth below:
Each of the Amendments clarifies and standardizes the activities that are deemed to be competitive with the Company for purposes of the non-compete provisions in each of the employment agreements.
In addition, the third amendment to Parth Mehrotra’s employment agreement provides for, among other things:
• An increase in the period following a termination without cause or a resignation for good reason during which Mr. Mehrotra is entitled to receive monthly severance payments, from 15 months to 18 months (the “Mehrotra Severance Period”).
• An increase in the non-compete period from one year to 18 months, corresponding to the Mehrotra Severance Period.
In addition, the fourth amendment to Thomas Bartrum’s employment agreement provides for, among other things:
• An increase in Mr. Bartrum’s annual base salary from $315,000 to $340,000, effective July 1, 2022.
• An increase in Mr. Bartrum’s severance payment following a termination without cause or a resignation for good reason to: a lump sum payment equal to 12 months of base salary plus annual incentive bonus at target for the year of termination.
The Amendments also make certain technical changes. Except as expressly modified or amended by the Amendments, all provisions of the executive officers’ employment agreements remain in full force and effect.
The foregoing summary of the Amendments does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendments, copies of which are attached as Exhibit 10.3, Exhibit 10.6, Exhibit 10.7 and Exhibit 10.8 to this Current Report on Form 10-Q and are incorporated herein by reference.
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Item 6. EXHIBITS
Exhibit
Number Description
10.1 Employment Agreement first amendment between Privia Health Group, Inc. and Shawn Morris, dated April 23, 2019
10.2 Employment Agreement second amendment between Privia Health Group, Inc. and Shawn Morris, dated April 1, 2020
10.3 Employment Agreement third amendment between Privia Health Group, Inc. and Shawn Morris, dated August 10, 2022
10.4 Employment Agreement first amendment between Privia Health Group, Inc. and Parth Mehrotra, dated April 1, 2020
10.5 Employment Agreement second amendment between Privia Health Group, Inc. and Parth Mehrotra, dated April 16, 2021
10.6 Employment Agreement third amendment between Privia Health Group, Inc. and Parth Mehrotra, dated August 10, 2022
10.7 Employment Agreement first amendment between Privia Health Group, Inc. and David Mountcastle, dated August 10, 2022
10.8 Employment Agreement fourth amendment between Privia Health Group, Inc. and Thomas Bartrum, dated August 10, 2022
31.1 Certification of the Chief Executive Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2 Certification of the Chief Financial Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1* Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, filed herewith.
32.2* Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, filed herewith.
101.INS XBRL Instance Document **
101.SCH XBRL Taxonomy Schema **
101.CAL XBRL Taxonomy Definition **
101.DEF XBRL Taxonomy Calculation **
101.LAB XBRL Taxonomy Labels **
101.PRE XBRL Taxonomy Presentation **
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)**
* The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
** The financial information contained in these XBRL documents is unaudited.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Privia Health Group, Inc.
Dated: August 11, 2022 /s/ David Mountcastle
Name: David Mountcastle
Title: Executive Vice President, Chief Financial Officer and Authorized Officer
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