sgry-20240425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

________________________________________________________________

Filed by the Registrant x Filed by a party other than the Registrant o


Check the appropriate box:
o						Preliminary Proxy Statement
o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material Pursuant to §240.14a-12

Surgery Partners, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x			No fee required.
o			Fee paid previously with preliminary materials.
o			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 25, 2024

TO OUR STOCKHOLDERS:

You are cordially invited to attend the 2024 annual meeting of stockholders of Surgery Partners, Inc., to be held on June 6, 2024, at 2:00 p.m. (Central Daylight Time). The annual meeting will be held solely by remote communication in a virtual meeting format. If you attend the annual meeting virtually by following the instructions set forth in the proxy materials, you will be considered present at the meeting.

In accordance with rules adopted by the Securities and Exchange Commission, we are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of the Proxy Statement, the proxy card and our Annual Report to Stockholders. The Notice of Internet Availability of Proxy Materials contains instructions on how stockholders can access the proxy materials over the internet as well as request a paper or email copy if desired.

It is important that your shares be represented at the annual meeting. Whether or not you plan to attend the annual meeting, we would greatly appreciate your efforts to vote your shares as soon as possible by following the instructions located in the Notice of Internet Availability of Proxy Materials or in our proxy statement. If you attend the annual meeting and wish to vote at that time, you may withdraw your proxy and vote your shares personally.

Sincerely,

/s/ Wayne S. DeVeydt

Wayne S. DeVeydt

Executive Chairman of the Board of Directors

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

APRIL 25, 2024

DATE: June 6, 2024

TIME: 2:00 p.m. CDT

PLACE: The annual meeting will be held solely by remote communication in a virtual meeting format. You will be able to

attend the annual meeting by visiting www.meetnow.global/MFATQXS and entering the 15-digit control number found on the proxy card or voting instruction form. If you attend the annual meeting virtually, you will be considered present at the meeting.

ITEMS OF BUSINESS:

1.To elect the four Class III director nominees named in this Proxy Statement to the Board of Directors of Surgery Partners, Inc. (the "Company") for a term of three years;

2.To approve, on an advisory basis, the compensation paid by the Company to its named executive officers;

3.To approve the Surgery Partners, Inc. Employee Stock Purchase Plan (the "ESPP");

4.To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; and

5.To consider and act upon any other business that may properly come before the 2024 annual meeting of stockholders and at any adjournment or postponement thereof.

Information relating to the matters to be considered and voted on at the annual meeting is set forth in the enclosed proxy materials.

RECORD DATE: Holders of shares of our common stock of record at the close of business on April 8, 2024 are entitled to receive notice of and vote at the annual meeting and at any adjournment or postponement thereof.

ANNUAL REPORT: The Company's Annual Report to Stockholders for the fiscal year ended December 31, 2023 is available to you on the internet or, upon request, will be delivered to you by mail or email.

PROXY VOTING: Your vote is important. Whether or not you plan to attend the annual meeting, after reviewing the proxy materials, please vote by phone or online following the instructions set forth in the following proxy materials, or if you requested a printed copy, please complete, date, sign and return the proxy card in the enclosed stamped envelope. You can revoke a proxy at any time prior to its exercise at the annual meeting by following the instructions in the attached Proxy Statement. If you decide to attend the annual meeting and wish to change your proxy, you may do so by voting during the meeting.

The Board of Directors unanimously recommends that you vote: (i) "FOR" the election of the four Class III director nominees named in the Proxy Statement, (ii) "FOR" the approval, on an advisory basis, of the compensation paid by the Company to its named executive officers, (iii) "FOR" the approval of the ESPP, and (iv) "FOR" ratification of the Audit Committee’s appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm.

You are welcome to attend the annual meeting by visiting www.meetnow.global/MFATQXS and entering the 15-digit control number found on the proxy card or voting instruction form. Once admitted, you may submit questions, vote or view our list of stockholders during the annual meeting by following the instructions that will be available on the meeting website.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the annual meeting virtually on the internet. To register to attend the annual meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Company holdings along with your name and email address to Computershare, Inc.

(a subsidiary of Computershare Trust Company, N.A.), the Company’s transfer agent. Requests for registration must be labeled as “Legal Proxy” and be received no later than 4:00 p.m., Central Daylight Time, on June 3, 2024. You will receive a confirmation of your registration by email after we receive your registration materials.

Even if you plan to attend, please vote your shares promptly to ensure they are represented at the annual meeting. If you decide to attend the annual meeting and wish to change your proxy, you may do so by voting virtually at the meeting. If you have questions about how to attend the annual meeting, please contact Investor Relations at 340 Seven Springs Way, Suite 600, Brentwood, Tennessee 37027, (615) 234-5900 or email ir@surgerypartners.com.

Thank you for your ongoing support of and interest in Surgery Partners, Inc.

By Order of the Board of Directors,

/s/ Wayne S. DeVeydt

Wayne S. DeVeydt

Executive Chairman of the Board of Directors

Brentwood, Tennessee

April 25, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 2024:

THE PROXY STATEMENT, THE PROXY CARD AND OUR ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 ARE AVAILABLE TO YOU ON THE INTERNET AT WWW.INVESTORVOTE.COM/SGRY AND ON THE "INVESTORS" PAGE OF OUR WEBSITE AT WWW.SURGERYPARTNERS.COM OR, UPON YOUR REQUEST WILL BE DELIVERED TO YOU BY MAIL OR EMAIL, IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE BOARD OF DIRECTORS OF THE COMPANY TO BE VOTED ON AT THE ANNUAL MEETING. THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS IS SCHEDULED TO BE DISTRIBUTED ON OR ABOUT APRIL 25, 2024 TO STOCKHOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS ON APRIL 8, 2024.

TABLE OF CONTENTS


			Page

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			6
PROPOSAL NO. 1: ELECTION OF DIRECTORS			9
CORPORATE GOVERNANCE			13
PROPOSAL NO. 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			17
EXECUTIVE OFFICERS			18
COMPENSATION DISCUSSION AND ANALYSIS			20
REPORT OF THE COMPENSATION COMMITTEE			29
EXECUTIVE COMPENSATION			30
DIRECTOR COMPENSATION			43
PROPOSAL NO. 3: APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN			44
PROPOSAL NO. 4: RATIFICATION OF THE AUDIT COMMITTEE'S APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			47
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			48
REPORT OF THE AUDIT COMMITTEE			49
RELATED PERSON TRANSACTIONS			50
GENERAL MATTERS			50
APPENDIX A - EMPLOYEE STOCK PURCHASE PLAN			A-1


Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned	Percentage of Common Stock Beneficially Owned

Beneficial owners of 5% or more of our common stock:
Bain Capital Investors, LLC (1)	49,946,972	39.3	%
FMR LLC (2)	18,331,455	14.4	%
Wellington Group (3)	8,318,176	6.5	%
The Vanguard Group (4)	7,417,609	5.8	%
Directors and Named Executive Officers:
Wayne S. DeVeydt (5)	1,190,970	*
J. Eric Evans (6)	959,670	*
Jennifer B. Baldock (7)	383,144	*
David T. Doherty	95,719	*
Bradley R. Owens	78,338	*
Brent Turner (8)	65,908	*
Teresa DeLuca, M.D.	52,160	*
Clifford G. Adlerz	44,403	*
Marissa A. Brittenham	39,768	*
John A. Deane	21,221	*
Patricia A. Maryland, Dr.PH	11,552	*
Andrew T. Kaplan (9)	—	—
T. Devin O'Reilly (9)	—	—
Blair E. Hendrix (9)	—	—
All executive officers and directors as a group (18 persons) (10)	3,032,517	2.3	%


Name	Age	Position
John A. Deane	62	Class I Director
Teresa DeLuca, M.D.	58	Class I Director
Wayne S. DeVeydt	54	Class I Director, Chairman
Patricia A. Maryland, Dr.PH	70	Class II Director
T. Devin O'Reilly	49	Class II Director
Brent Turner	58	Class II Director
Clifford G. Adlerz	70	Class III Director
J. Eric Evans	47	Class III Director
Blair E. Hendrix	59	Class III Director
Andrew T. Kaplan	39	Class III Director


Board Diversity Matrix (1)
	As of April 25, 2024		As of April 20, 2023
Total Number of Directors	10		10
Part I: Gender Identity	Female	Male	Female	Male
Directors	2	8	2	8
Part II: Demographic Background
African American or Black	1	0	1	0
White	1	8	1	8


Named Executive Officer			Title
J. Eric Evans			Chief Executive Officer
David T. Doherty			Executive Vice President and Chief Financial Officer
Jennifer B. Baldock			Executive Vice President, Chief Administrative and Development Officer
Marissa A. Brittenham			Executive Vice President and Chief Strategy Officer
Bradley R. Owens			President, National Group


Acadia Healthcare Company, Inc.	Encompass Health Corporation	Premier, Inc.
Amedisys, Inc.	The Ensign Group, Inc.	RadNet, Inc.
AMN Healthcare Services, Inc.	ModivCare Inc.	Select Medical Holdings Corp
Brookdale Senior Living Inc.	Option Care Health, Inc.
Chemed Corporation	Pediatrix Medical Group, Inc.


Named Executive Officer	2022 Base Salary (1)	2023 Base Salary
J. Eric Evans	$1,050,000	$1,050,000
David T. Doherty	515,000	580,000
Jennifer B. Baldock	535,000	580,000
Marissa A. Brittenham (1)	N/A	475,000
Bradley R. Owens	500,000	500,000


2023 Cash Incentive Plan Performance Goals	Threshold	Target	Maximum
Adjusted EBITDA (in millions)	$399.0	$420.0	$436.8
Payout	25%	100%	200%


Named Executive Officer			2023 Cash Incentive Award Earned
J. Eric Evans			$1,000,000
David T. Doherty			345,000
Jennifer B. Baldock			519,050
Marissa A. Brittenham			200,000
Bradley R. Owens			300,000


Named Executive Officer			2024 Short-Term Incentive Award Target
J. Eric Evans			$1,260,000
David T. Doherty			650,000
Jennifer B. Baldock			600,000
Marissa A. Brittenham			350,000
Bradley R. Owens			385,000


Named Executive Officer	Time-based restricted stock		PSUs (at Threshold)
	$ value	# shares of common stock	$ value	# units of common stock
J. Eric Evans	2,200,000	66,950	2,200,000	66,950
David T. Doherty	700,000	21,302	700,000	21,302
Jennifer B. Baldock	600,000	18,259	600,000	18,259
Marissa A. Brittenham	250,000	7,608	250,000	7,608
Bradley R. Owens	400,000	12,172	400,000	12,172


Name	2023 PSU Awards	2022 PSU Awards	2021 PSU Awards
J. Eric Evans	$6,600,000	$6,000,000	$1,875,000
David T. Doherty	2,100,000	1,200,000	N/A
Jennifer B. Baldock	1,800,000	1,200,000	450,000
Marissa A. Brittenham	750,000	N/A	N/A
Bradley R. Owens	1,200,000	1,200,000	400,000


Name	Year	Company 401(k) match contributions (a)	Company contributions under the SERP (b)	Other (c)	Total
J. Eric Evans	2023	$6,600	$—	$1,000	$7,600
	2022	6,100	—	1,225	7,325
	2021	5,800	—	1,323	7,123
David T. Doherty	2023	6,600	—	—	6,600
	2022	5,907	—	1,000	6,907
Jennifer B. Baldock	2023	6,600	10,700	1,000	18,300
	2022	6,100	8,400	1,225	15,725
	2021	5,800	8,400	1,900	16,100
Marissa A. Brittenham	2023	6,600	—	500	7,100
Bradley R. Owens	2023	6,600	—	1,000	7,600
	2022	6,100	—	1,000	7,100
	2021	5,800	—	1,000	6,800


Name and Principal Position	Year	Salary	Bonus	Stock Awards(5)(6)	Non-Equity Incentive Plan Compensation (7)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation (8)	Total
J. Eric Evans Chief Executive Officer	2023	$1,050,000	$—	$4,400,000	$1,000,000	$—	$7,600	$6,457,600
	2022	1,050,000	—	4,645,000	390,500	—	7,325	6,092,825
	2021	1,050,000	—	2,500,000	750,000	—	7,123	4,307,123
David T. Doherty Executive Vice President and Chief Financial Officer (1)	2023	567,500	200,000(3)	2,400,000	345,000	—	6,600	3,519,100
	2022	499,394	250,000(4)	1,000,000	274,238	—	6,907	2,030,539
Jennifer B. Baldock Executive Vice President, Chief Administrative and Development Officer	2023	571,346	—	1,950,000	519,050	29,999	18,300	3,088,695
	2022	508,461	—	800,000	525,940	(34,802)	15,725	1,815,324
	2021	420,000	—	600,000	452,000	34,036	16,100	1,522,136
Marissa A. Brittenham Executive Vice President and Chief Strategy Officer (2)	2023	470,192	—	1,000,000	200,000	—	7,100	1,677,292
Bradley R. Owens President, National Group	2023	500,000	—	800,000	300,000	—	7,600	1,607,600
	2022	476,923	—	1,300,000	200,000	—	7,100	1,984,023
	2021	391,923	—	600,000	390,000	—	6,800	1,388,723


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards			All other stock awards: Number of shares of stock (# of shares)	Grant Date fair value of stock and option awards
Name	Type of Award	Grant Date	Threshold	Target	Maximum	Threshold (# of shares)	Target (# of shares)	Maximum (# of shares)
J. Eric Evans	Cash Incentive	—	$315,000	$1,260,000	$2,520,000	—	—	—	—	$—
	Restricted Stock (2)	3/2/23	—	—	—	—	—	—	66,950	2,200,000 (5)
	PSUs (3)	3/2/23	—	—	—	66,950	133,900	200,850	—	2,200,000 (6)
David T. Doherty	Cash Incentive	—	123,250	493,000	986,000	—	—	—	—	—
	Restricted Stock (4)	3/2/23	—	—	—	—	—	—	30,432	1,000,000 (5)
	Restricted Stock (2)	3/2/23	—	—	—	—	—	—	21,302	700,000 (5)
	PSUs (3)	3/2/23	—	—	—	21,302	42,604	63,906	—	700,000 (6)
Jennifer B. Baldock	Cash Incentive	—	123,250	493,000	986,000	—	—	—	—	—
	Restricted Stock (4)	3/2/23	—	—	—	—	—	—	22,824	750,000 (5)
	Restricted Stock (2)	3/2/23	—	—	—	—	—	—	18,259	600,000 (5)
	PSUs (3)	3/2/23	—	—	—	18,258	36,518	54,777	—	600,000 (6)
Marissa A. Brittenham	Cash Incentive	—	71,250	285,000	570,000	—	—	—	—	—
	Restricted Stock (4)	3/2/23	—	—	—	—	—	—	15,216	500,000 (5)
	Restricted Stock (2)	3/2/23	—	—	—	—	—	—	7,608	250,000 (5)
	PSUs (3)	3/2/23	—	—	—	7,608	15,216	22,824	—	250,000 (6)
Bradley R. Owens	Cash Incentive	—	81,250	325,000	650,000	—	—	—	—	—
	Restricted Stock (2)	3/2/23	—	—	—	—	—	—	12,172	400,000 (5)
	PSUs (3)	3/2/23	—	—	—	12,172	24,344	36,516	—	400,000 (6)

SEC Form DEF 14A filed by Surgery Partners Inc.