DEF 14A of Surgery Partners, Inc., Apr 24, 2025

DEF 14A of Surgery Partners, Inc.

Filed Apr 24, 2025 · FY20240001638833-25-000084

Open on EDGAR

  1. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS In accordance with the Company's Amended and Restated Certificate of Incorporation (the "charter") and Amended and Restated Bylaws (the "bylaws"), the Board is divided into three classes of approximately equal size. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. John A. Deane, Teresa DeLuca, M.D. and Wayne S. DeVeydt are Class I directors whose terms expire at the Annual Meeting. Dr. DeLuca and Messrs. Deane and DeVeydt have been nominated for and have agreed to stand for re-election as Class I directors. The Class I directors will serve a term of three years and until his or her successor is duly elected and qualified or until his or her death, resignation or removal, whichever is earliest to occur. The three nominees for director with the highest number of affirmative votes will be elected as Class I directors. Except with respect to broker non-votes, unless you otherwise instruct, proxies will be voted for election of the nominees listed above as director nominees. The Company has no reason to believe that any nominee will be unable to serve, but in the event that a nominee is unwilling or unable to serve as a director and the Board does not, in that event, choose to reduce the size of the Board, the persons voting the proxy may vote for the election of another person in accordance with their judgment. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE ABOVE-NAMED NOMINEES FOR CLASS I DIRECTORS. The following table sets forth the name, age (as of March 31, 2025) and position of individuals who currently serve as a director of the Company.

  2. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | Name | Age | Position | | John A. Deane | 63 | Class I Director | | Teresa DeLuca, M.D. | 59 | Class I Director | | Wayne S. DeVeydt | 55 | Class I Director, Chairman | | Patricia A. Maryland, Dr.PH | 71 | Class II Director | | Devin O'Reilly | 50 | Class II Director | | Brent Turner | 59 | Class II Director | | Laura L. Forese, M.D. | 63 | Class II Director | | Clifford G. Adlerz | 71 | Class III Director | | J. Eric Evans | 47 | Class III Director | | Blair E. Hendrix | 60 | Class III Director | | Andrew T. Kaplan | 40 | Class III Director |

  3. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    Information concerning our nominees and directors is set forth below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that the Board would expect to consider if it were making a conclusion currently as to whether such person should serve as a director.

  4. Class I Director Nominees for Election

    Class I Director Nominees for Election John A. Deane has served as a director of Surgery Partners since May 2019. Mr. Deane served as Chairman, Advisory Board Consulting at the Advisory Board Company from December 2009 until April 2018. Prior to joining the Advisory Board Company, he was the Founder and Chief Executive Officer of Southwind Health Partners, LLC, a start-up health care business focused on providing management services for hospital and health system sponsored medical groups, from October 1998 until December 2009. Following his health care career, Mr. Deane has served on several not-for-profit boards and as the owner/operator of a boutique resort and marina outside of Nashville, Tennessee. Mr. Deane holds a B.A. in Political Science and a M.P.A from American University. Our Board believes that Mr. Deane is qualified to serve as a director based on, among other things, his extensive experience working with physicians in the healthcare industry. Teresa DeLuca, M.D., MBA has served as a director of Surgery Partners since September 2016. Dr. DeLuca served as a Managing Director at Columbia University's NY Life Science Venture Fund from January 2018 until January 2020 and continues to serve as a Faculty Advisor at the University’s School of Entrepreneurship and Faculty Member of Columbia University School of Professional Studies. She previously served as Assistant Clinical Professor of Psychiatry at the Icahn School of Medicine at Mount Sinai in New York City from 2014 to 2017 and as the Chief Medical Officer of Magellan Pharmacy Solutions at Magellan Health from 2012 to 2014. Prior to that, she served as SVP of Pharmacy Health Solutions at Humana, National Medical Director & VP of Clinical Sales Solutions at Walgreen Co., VP of Personalized Medicine, and VP of Medical Policy & Clinical Quality and CMO UHG at Medco. Prior to taking on these executive leadership roles, Dr. DeLuca was a Senior Director of Global Product Development Services at PRA International and a Senior Medical Scientist at GlaxoSmithKline. Dr. DeLuca serves as a director of Life Stance, a behavioral healthcare company, since 2024. She also serves as a director of Rejuveron, a private Swiss drug discovery company since March 2022. Previously, she served as a director of 180 Life Science, a biotechnology company, from May 2021 to December 2023. She also served as a director of North Bud Farms, Inc., a pharmaceutical commercialization company, from May 2018 to February 2020. Dr. DeLuca completed her residency (M.D.) at Jefferson Medical College of Thomas Jefferson University and earned her M.B.A. from Drexel University. Our Board believes that Dr. DeLuca is qualified to serve as a director based on- among other things- her healthcare knowledge, experience and skills gained from being physician with an active medical license, as well as previously serving as a Fortune 50 Chief Medical Officer and P&L business line owner. As a strong advocate for good board governance, Dr. DeLuca earned the Carnegie Mellon Cybersecurity Certificate in 2016 and passed the Digital Directors Network Cyber Risk Masterclass examination for Public Companies in 2022. Dr. DeLuca has continued to maintain good standing with the National Association of Corporate Directors (NACD) as a Board Leadership Fellow (Master Level) since 2016. Dr. DeLuca has also passed the NACD’s “Directorship Certified” examination (NACD.DC) in 2020. In 2023, she became a NACD “Subject Matter Expert” in examination development and a Board Advisory Faculty Member, and in 2024 began serving as a NACD Certification Commissioner. She has also earned the American College of Corporate Directors (ACCD) “Master Professional Director – Public Company” credential in 2021. Dr. DeLuca was named a “Director to Watch” in the 2020 Directors & Board Annual Report and a “Featured Director of the Month” in 2022 by the Chief Executive Group. In 2022, Dr. DeLuca became Co-Chair and Leadership Council Member for the international organization, Women Corporate Directors (WCD). In 2024 she was named to “Who’s Who in America” and joined Madam Chair in 2025. Wayne S. DeVeydt is a Managing Director with Bain Capital and has served as a director of Surgery Partners since January 2018. Mr. DeVeydt currently is Executive Chairman of Surgery Partners, a role he has held since January 2020 and previously served as Chief Executive Officer of Surgery Partners from January 2018 until January 2020. From January 2017 until January 2018, Mr. DeVeydt served as a Senior Advisor to the Global Healthcare division of Bain Capital Private Equity, the investment advisor of BCPE Seminole Holdings LP, the Company's former controlling stockholder. From May 2007 to May 2016, Mr. DeVeydt served as Executive Vice President and Chief Financial Officer of Anthem, Inc., a health insurance company. From March 2005 to May 2007, he served as Anthem's Senior Vice President and Chief Accounting Officer and for a portion of that time, he also served as Chief of Staff to the Chairman. Prior to joining Anthem, Mr. DeVeydt served as a partner at PricewaterhouseCoopers LLP, focused on companies in the national managed care and insurance industries. Mr. DeVeydt has served as a director of Centene Corporation, the largest Medicaid managed care organization in the United States, since January 2022. He has also served as a director of Zelis since August 2022. Mr. DeVeydt previously served as a director of Grupo Notre Dame Intermedica, Myovant Sciences Ltd, a biopharmaceutical company, and NiSource Inc., a utilities company. Mr. DeVeydt received his B.S. in Business Administration from the University of Missouri in St. Louis. Our Board believes that Mr. DeVeydt is qualified to serve as a director based on his service as our Chief Executive Officer and his prior experience serving as an executive in the healthcare industry.

  5. Directors Continuing in Office

    Directors Continuing in Office Class II Directors. The following directors have terms ending in 2026: Patricia A. Maryland, Dr.PH. has served as a director of Surgery Partners since February 2021. Dr. Maryland served as the Executive Vice President of Ascension and President and Chief Executive Officer of Ascension Healthcare from July 2017 to July 2019. Prior to those roles, Dr. Maryland served with Ascension Healthcare as President, Healthcare Operations and Chief Executive Officer from July 2013 to July 2017 and Ministry Market Leader, Michigan from September 2007 to June 2013. Dr. Maryland has been a member of over 25 boards in the nonprofit, private, joint venture, and public sectors and has been the recipient of multiple awards, including being named one of the Top 25 COOs in Healthcare in 2017, one of the Top 25 Women in Healthcare in 2019, 2018, 2017, 2016 and 2015 by Modern Healthcare, Woman of the Year in 2014 by the Healthcare Businesswomen’s Association, and one of Modern Healthcare’s Top 25 Minority Executives in Healthcare also in 2014. Dr. Maryland received a bachelor’s degree in applied mathematics from Alabama State University, Montgomery, and a master’s degree in biostatistics from the University of California, Berkeley. She holds a Doctorate of Public Health from the University of Pittsburgh, concentrating in health services administration and planning. Our Board believes that Dr. Maryland is qualified to serve as a director based on, among other things, her experience in healthcare administration particularly with respect to her past leadership experiences. Devin O'Reilly has served as a director of Surgery Partners since August 2017, including as Chairman from August 2017 to January 2020. Mr. O'Reilly joined Bain Capital Private Equity, LP ("Bain Capital Private Equity") in 2005 and currently serves as a Partner. Prior to joining Bain Capital Private Equity, Mr. O'Reilly was a consultant at Bain & Company where he consulted for private equity and healthcare industries. Mr. O'Reilly has served as a director of Aveanna Healthcare since 2017, Zelis since 2019, PartsSource since 2021, and athenahealth and LeanTaaS since 2022. He previously served as a director of several Bain Capital portfolio companies including Bio Products Laboratory, Grupo Notre Dame Intermedica, and US Renal Care among others. Mr. O'Reilly holds a B.A. from Princeton University and an M.B.A. from The Wharton School at the University of Pennsylvania. Our Board believes that Mr. O’Reilly is qualified to serve as a director based on, among other things, his experience as an investor in other healthcare companies. Brent Turner has served as a director of Surgery Partners since December 2015. Mr. Turner was the Chief Executive Officer and a member of the Board of Directors of Summit BHC, a leading inpatient behavioral healthcare company from September 2020 until December 2024. Mr. Turner previously served as the President of Acadia Healthcare Company Inc. from April 2012 until March 2019. Mr. Turner joined Acadia in February 2011 as a Co-President. Prior to joining Acadia, Mr. Turner served as the Executive Vice President, Finance and Administration of Psychiatric Solutions, Inc. from August 2005 to November 2010 and prior to that, as the Vice President, Treasurer and Investor Relations and as a Division President. Mr. Turner served on the Board of Trustees of the National Association of Behavioral Healthcare (NABH), and served as Chairman in 2018 and 2009. Mr. Turner previously served on the Board of Directors of LHC Group, Inc. from August 2014 until February 2023 when the company was acquired by UnitedHealth Group. Mr. Turner holds a B.A. in Economics from Vanderbilt University and an M.B.A. from the Vanderbilt Owen Graduate School of Management. Our Board believes that Mr. Turner is qualified to serve as a director based on, among other things, his experience as an executive in the healthcare industry, his service as a board member of other publicly traded companies and his financial knowledge. Laura L. Forese, M.D. has served as a director of Surgery Partners since January 2025. Dr. Forese's career in healthcare administration spans over 40 years, most recently serving as an executive vice president and chief operating officer for New York-Presbyterian, one of the nation's most comprehensive, integrated academic healthcare systems, which includes 10 hospital campuses, approximately 200 primary and specialty care clinics and medical groups, and more than 45,000 employees and affiliated physicians. Prior to that, Dr. Forese held other executive and management positions within the New York-Presbyterian organization, focusing on patient safety, efficiency, and transformation. Under Dr. Forese's leadership, the New York-Presbyterian Medical Groups was established to expand the organization's regional footprint and standardize financial, operational, and clinical practices to ensure that patients received the same exceptional standard of care throughout the healthcare system. Active in multiple healthcare and civic organizations, Dr. Forese is chair emerita of the NIH Clinical Research Hospital board and trustee emerita of Princeton University. Currently, she serves as a board director of the Shubert Organization, a trustee of the Mother Cabrini Health Foundation, and a director of Nereid Therapeutics and Veuu Inc. From 2015 to 2021, Dr. Forese was a director of Cantel Medical Corp until it was acquired by another public healthcare company. Dr. Forese is an orthopedic surgeon. She obtained her medical degree from Columbia University College of Physicians & Surgeons and a master’s degree in health services management from the Columbia University School of Public Health. Dr. Forese received a bachelor’s degree in civil engineering and operations research from Princeton University, where she graduated summa cum laude and Phi Beta Kappa. Our Board believes that Dr. Forese is qualified to serve as a director based on, among other things, her experience and skills gained from being physician as well as her experience serving as an executive in the healthcare industry. Class III Directors. The following directors have terms ending in 2027: Clifford G. Adlerz has served as a director of Surgery Partners since October 2017. Mr. Adlerz previously served as a Consultant to Surgery Partners from February 2018 until May 2019 and Interim Chief Executive Officer of Surgery Partners from September 2017 until January 2018. Before his time at Surgery Partners, Mr. Adlerz held several management roles at Symbion, Inc., a large multi-specialty provider of ambulatory surgery centers and hospitals, including as President from May 2002 until Symbion was acquired by Surgery Partners in November 2014. Prior to joining Symbion, Mr. Adlerz served as Division Vice President of HCA, a healthcare facilities operator, as well as Regional Vice President of Midsouth HealthTrust. Mr. Adlerz currently serves on the Board of Directors of US HealthConnect. Mr. Adlerz previously served on the Board of Directors of Ovation Fertility. Mr. Adlerz previously served as a director for the National Ambulatory Surgery Center Association and was part of the leadership group for ASC Quality Collaboration. Mr. Adlerz holds a B.A. in Business and an M.B.A. from the University of Florida. Our Board believes that Mr. Adlerz is qualified to serve as a director based on, among other things, his experience with the Company and its predecessor as well as in the healthcare industry generally and his general business and financial acumen.

  6. Directors Continuing in Office

    J. Eric Evans has served as a director of Surgery Partners since January 2020. Mr. Evans is currently Chief Executive Officer of Surgery Partners, a role he has held since January 2020, and previously served as Executive Vice President and Chief Operating Officer of Surgery Partners from April 2019 until January 2020. Prior to joining Surgery Partners, Mr. Evans served as President of Hospital Operations of Tenet Healthcare Corporation from March of 2016 through 2018 as Chief Executive Officer of Tenet Healthcare Corporation’s former Texas region from April 2015 to March 2016, and as Market Chief Executive Officer of The Hospitals of Providence in El Paso from September 2012 to April 2015. Mr. Evans has served as a director of QuVa Pharma since March 2022 and of Teledoc Health since September 2023. Mr. Evans holds a bachelor’s degree in industrial management from Purdue University and an M.B.A. from Harvard Business School. Our Board believes that Mr. Evans is qualified to serve as a director based on his service as our Chief Executive Officer and his prior experience serving as an executive in the healthcare industry. Blair E. Hendrix has served as a director of Surgery Partners since May 2021. Mr. Hendrix joined Bain Capital Private Equity in 2000 and served as a Partner until 2024. He currently serves as a Senior Advisor to the firm. Prior to joining Bain Capital, Mr. Hendrix was Executive Vice President and Chief Operating Officer of DigiTrace Care Services, Inc. (now SleepMed), a national healthcare services company he co-founded. Earlier in his career, Mr. Hendrix was employed by Corporate Decisions, Inc. (now Oliver Wyman Consulting), a management consulting firm with a focus in healthcare. He has served on numerous corporate boards within Bain Capital and currently serves as a director of US Renal Care (since 2019) and Merchants Fleet (since 2024). Mr. Hendrix received an A.B. from Brown University. Our Board believes that Mr. Hendrix is qualified to serve as a director based on, among other things, his business and finance experience within the healthcare industry. Andrew T. Kaplan has served as a director of Surgery Partners since August 2018. Mr. Kaplan joined Bain Capital Private Equity in 2009 and is a Partner. Prior to joining Bain Capital Private Equity, Mr. Kaplan was an investment banker with Goldman Sachs. He also co-founded EngagedHealth, LLC, a post-hospitalization service for chronically ill, low income patients aiming to improve outcomes, reduce readmissions, and save costs. Mr. Kaplan has served on the Board of Directors for QuVa Pharma since 2015, US Renal Care since 2019 and InnovaCare Health since 2021. He previously served as a director of Beacon Health Options from 2018 to 2020. Mr. Kaplan holds a B.S. in Economics from The Wharton School at the University of Pennsylvania and an M.B.A from Harvard Business School. Our Board believes that Mr. Kaplan is qualified to serve as a director based on, among other things, his experience in co-founding a healthcare company and his general financial experience.

  7. Compensation Policies and Practices

    Compensation Policies and Practices We maintain the following compensation policies and practices that reflect our pay-for-performance philosophy and support long-term stockholder value: •Well-Balanced Compensation Program. The structure of our executive compensation program includes a balanced mix of cash and equity compensation with a strong emphasis on performance-based and at-risk compensation. •Capped Annual Incentive Award Opportunities. The value of our NEOs' incentive awards is determined by performance-based metrics that promote long-term stockholder value. Additionally, for 2024, although there is not a specific performance metric tied to clinical quality, the Compensation Committee used its discretionary authority to emphasize clinical quality in determining the level of award payout achieved by our NEOs. •Performance-Based Long-Term Incentives. To align pay with performance, 60% of our long-term incentive awards for NEOs granted in 2024 were subject to vesting based on key financial performance objectives. •Multi-Year Vesting Periods. To enhance retention and alignment with stockholders' interests, our long-term incentive awards are comprised of time-based and performance-based equity awards that vest over multiple years, including recent performance-based equity awards that cliff vest after three years. •Independent Decision Makers. Members of our Compensation Committee are independent and the committee works closely with an independent compensation consultant to monitor trends and best practices. •Competitive Compensation Practices. The competitiveness of our executive compensation program is determined by comparison to a group of peer companies that are comparable based on industry, revenue, market capitalization and other factors. •Double-Trigger Change in Control Benefits. Options and restricted stock grants are subject to "double-trigger" vesting in connection with a change in control (i.e., awards that require a qualifying termination of employment in addition to a change in control in order to become fully vested). •Limited Perquisites. We provide our NEOs with limited perquisites that are narrowly tailored to enhance our retention of talent over the long term. •Share Ownership and Retention Guidelines. In order to demonstrate alignment of the interests of management and the directors with the stockholders of the Company, we have share ownership and retention guidelines applicable to the NEOs and non-employee directors. •Clawback Policy. We adopted an Executive Compensation Recovery Policy regarding the recovery of erroneously awarded incentive-based compensation received by executive officers under certain circumstances which is administered by the Compensation Committee.

  8. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant For 2024, our Compensation Committee retained Frederic W. Cook & Co., Inc. ("FW Cook"), an independent compensation consulting firm, to provide advice on executive compensation matters, including the types, levels and the competitiveness of our programs. FW Cook reports directly to our Compensation Committee and interacts with management at the Compensation Committee's direction. Our Compensation Committee and its chairperson have regular opportunities to meet with FW Cook in executive sessions without management present. The Compensation Committee considered the independence of FW Cook in light of current SEC rules and Nasdaq listing standards and concluded that no conflict of interest exists that would prevent FW Cook from independently advising the Compensation Committee.

  9. Benchmarking

    Benchmarking Our Compensation Committee reviews competitive data for comparable executive positions in the market. External market data is used by the Compensation Committee as a point of reference in its executive pay decisions in conjunction with financial and individual performance data. The Compensation Committee reviews compensation information disclosed by a peer group of comparably sized companies with which we compete for business and executive talent and information derived from published survey data that compares the elements of each executive officer's target total direct compensation to the market information for executives with similar roles. FW Cook compiles this information for the Compensation Committee and size-adjusts the published survey data to reflect our size in relation to the survey participants to more accurately reflect the scope of responsibility for each NEO. The Compensation Committee, in consultation with FW Cook, annually reviews and selects the peer companies, which generally consist of publicly-traded healthcare companies. The peer group companies selected for purposes of analyzing and determining the compensation of our executive officers, including our NEOs, were selected primarily based upon the following criteria: (i) similar business operations/industry/competitors for investor capital, (ii) comparable sales, market capitalization and profitability levels, and (iii) competitors for executive talent. The Compensation Committee worked with FW Cook to evaluate our peer group and selected the following companies as our peer group for 2024 primarily because they are similar healthcare companies with revenues between approximately 1/3 and three times our pro-forma sales estimate of $3 billion:

  10. Benchmarking

    | 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. | |

  11. Elements of Named Executive Officer Compensation

    | Element | Description | Primary Objectives | | Base Salary | ● Fixed cash payments paid over the fiscal year | ● Attract and retain key talent ● Provide competitive compensation ● Recognize experience and performance | | Short-Term Incentives | ● Performance-based annual cash and equity incentives | ● Promote and reward achievement of the Company's annual financial and strategic objectives | | Long-Term Incentives | ● Restricted stock ● Performance restricted stock units | ● Retain and motivate senior management over a multi-year vesting period ● Tie value earned to achievement of the Company's long-term goals | | Retirement and Welfare Benefits | ● 401(k) Plan ● Supplemental executive retirement plan ● Medical, dental, vision, life insurance and disability insurance | ● Provide tax-efficient retirement savings ● Provide tax-efficient opportunity to supplement retirement savings ● Provide competitive health and welfare benefits | | Perquisites | ● Cell phone allowance | ● Provide competitive ancillary benefits | | Severance Benefits | ● Cash and non-cash payments and benefits upon an involuntary termination of employment | ● Provide protection in the event of an involuntary termination of employment |

  12. Base Salary

    Base Salary It is a part of the Company's compensation philosophy that employees be paid a base salary that is competitive with the salaries paid by comparable companies based on each employee's experience, performance and any other unique factors or qualifications. Generally, the Company has chosen to position cash compensation in a range around market median levels in order to remain competitive in attracting and retaining executive talent. FW Cook provides the Compensation Committee with benchmarking data, and our NEOs are provided with a base salary within the market benchmarked range based on their unique situation. Actual base salaries paid vary within a range based on performance over time. Our Compensation Committee reviews the base salaries of our NEOs on an annual basis, and takes into consideration the following factors when determining whether such amounts should be adjusted: •the executive's performance; •the performance of the Company; •the impact of the executive's performance on the individual businesses or corporate functions for which the executive is responsible; •the nature and importance of the executive's position and role within the Company; •the scope of the executive's responsibility; •the market data provided by the independent compensation consultant; and •the current compensation package in place for the executive, including the executive's current annual salary and potential bonus awards under the Company's bonus plan. The annual base salaries for applicable NEOs for 2023 and 2024 were as follows:

  13. Base Salary

    _______ (1)Mr. Owens resigned as our President, National Group effective August 31, 2024. (2)Mr. Taparo resigned as our Chief Growth Officer effective December 31, 2024. Mr. Taparo was not a named executive officer in 2023. Therefore, in accordance with SEC rules, his compensation is only disclosed for the year ended December 31, 2024. In February 2025, the Compensation Committee determined that the 2025 base salary for Mr. Evans would remain the same as 2024, and the 2025 base salaries for the other NEOs would be set at the following amounts: Mr. Doherty - $670,000, Ms. Baldock - $618,000, Mr. Bane - $600,000 and Ms. Brittenham - $515,000. The Compensation Committee believes that the base salary for each NEO is competitive and reasonable compared to the peer group and survey benchmark data.

  14. Short-Term Incentive Awards

    Short-Term Incentive Awards The Company maintains the Cash Incentive Plan under which our Compensation Committee determines annual cash incentives for the Company's key employees, including our NEOs, based on achievement of pre-established annual financial goals. We provide an annual award opportunity under the Cash Incentive Plan in order to tie a significant part of the overall compensation of each of our executive officers to short-term corporate goals and objectives. Payments under the Cash Incentive Plan can be paid in cash or in common stock issued under the 2015 Incentive Plan. 2024 Awards The target bonus opportunity for each of our NEOs is based on a percentage of base salary, is established based on each NEO's respective level of management responsibility and is based on the achievement of certain established goals. For 2024, the target bonus opportunity as a percentage of base salary for each of our NEOs was as follows: Mr. Evans - 120%, Mr. Doherty - 100%, Ms. Baldock - 100%, Mr. Bane - 70%, Ms. Brittenham - 70%, Mr. Owens 70% and Mr. Taparo - 70%. For 2024, the Compensation Committee determined that the primary financial metrics to be measured for purposes of determining the annual cash awards payable to our NEOs would be as follows: 70% of the award would be based on Adjusted EBITDA, 15% of the award would be based on the Company's Net Revenue and 15% of the award would be based on the Company's Free Cash Flow, as well as other metrics applicable to certain NEOs described below. In February 2024, the Compensation Committee established 2024 Adjusted EBITDA, Net Revenue and Free Cash Flow performance levels. Performance levels were set relative to the prior fiscal year's actual results and current fiscal year projections and are subject to adjustment based on in year acquisitions and divestitures. The threshold performance level is the minimum performance level required for a payout under the Cash Incentive Plan, and the maximum performance level is the maximum payout. Performance targets are set with the intent that achievement will enhance stockholder value.

  15. Short-Term Incentive Awards

    | 2024 Cash Incentive Plan Performance Goals (in millions) | Threshold | Target | Maximum | | Adjusted EBITDA | $484.5 | $510.0 | $530.4 | | Net Revenue | $2,909.9 | $3,063.0 | $3,185.5 | | Free Cash Flow | $142.5 | $150.0 | $156.0 | | Payout | 25% | 100% | 200% |

  16. Short-Term Incentive Awards

    If the Company's Adjusted EBITDA, Net Revenue and Free Cash Flow for the year ended December 31, 2024 was equal to or greater than the threshold for each metric, but less than the target range for each metric, then the percentage of the target award related to Adjusted EBITDA, Net Revenue and Free Cash Flow that may be earned will be determined using a straight line interpolation between 25% and 100% of the target award for each metric. Additionally, up to 200% of the target award related to Adjusted EBITDA, Net Revenue and Free Cash Flow can be earned depending on the extent to which the Company's Adjusted EBITDA, Net Revenue and Free Cash Flow exceeds the target for each metric. If the Company's Adjusted EBITDA, Net Revenue or Free Cash Flow was less than the applicable threshold for such metric, then the portion of the cash incentive award related to such metric would not be earned. Each of Mr. Evans', Mr. Doherty's, Ms. Baldock's, Ms. Brittenham's and Mr. Taparo's target bonus opportunity for 2024 is earned solely based on the Company's Adjusted EBITDA, Net Revenue and Free Cash Flow performance goals. With respect to Mr. Bane's and Mr. Owens' target bonus opportunity for 2024, 50% is earned based on the Company’s Adjusted EBITDA, Net Revenue and Free Cash Flow performance as described above and 50% is earned based on the achievement of performance goals specific to the National and American Groups. Additionally, with respect to the 50% portion of the cash incentive award related to Mr. Bane's and Mr. Owens' performance-specific target as Group President, no cash incentive award may be earned if at least 25% of the target is not achieved. For 2024, the Company's Adjusted EBITDA was $508.2 million, Net Revenue was $3.11 billion and Free Cash Flow was less than the threshold. After evaluating the Company's 2024 performance, the Compensation Committee determined that the varying levels of performance across the Company justified aggregate incentive payments below the targeted amounts. As a result, the NEOs earned the following incentive payments:

  17. Short-Term Incentive Awards

    | Named Executive Officer | 2024 Cash Incentive Award Earned (1) | | J. Eric Evans | $1,000,000 | | David T. Doherty | 585,000 | | Jennifer B. Baldock | 540,000 | | Harrison R. Bane | 275,000 | | Marissa A. Brittenham | 260,000 | | Bradley R. Owens (2) | 269,500 | | Anthony W. Taparo | 252,000 |

  18. Short-Term Incentive Awards

    _______ (1)In lieu of making the full cash incentive payment earned by each NEO, the Compensation Committee determined that a portion of the payment to each NEO would be settled with time-based restricted stock awards issued through the 2015 Incentive Plan. The number of shared issued was based on the price of our common stock on the Nasdaq Stock Market as of the close of business on March 4, 2025. The time-based restricted stock awards will vest in full on the first anniversary of the grant date. (2)Pursuant to his retirement agreement, Mr. Owens award for 2024 was prorated based on his resignation as our President, National Group effective August 31, 2024. 2025 Awards In February 2025, the Compensation Committee established incentive award opportunities for 2025 for applicable NEOs under the Cash Incentive Plan. The Compensation Committee determined that 70% of the award would be based on the Company's Adjusted EBITDA, 15% of the award would be based on the Company's Net Revenue and 15% of the award would be based on the Company's Free Cash Flow, as well as other metrics applicable to certain NEOs described below. The target amount that may be earned by each NEO for 2025 under the Cash Incentive Plan is set forth below:

  19. Short-Term Incentive Awards

    | Named Executive Officer | 2025 Short-Term Incentive Award Target | | J. Eric Evans | $1,260,000 | | David T. Doherty | 670,000 | | Jennifer B. Baldock | 618,000 | | Harrison R. Bane | 420,000 | | Marissa A. Brittenham | 361,000 |

  20. Short-Term Incentive Awards

    If the Company's Adjusted EBITDA, Net Revenue and Free Cash Flow for the year ending December 31, 2025 is equal to or greater than the threshold for each metric, but less than the target range for each metric, then the percentage of the target award related to Adjusted EBITDA, Net Revenue and Free Cash Flow that may be earned will be determined using a straight line interpolation between 25% and 100% of the target award for each metric. Additionally, up to 200% of the target award related to Adjusted EBITDA, Net Revenue and Free Cash Flow can be earned depending on the extent to which the Company's Adjusted EBITDA, Net Revenue and Free Cash Flow exceeds the target for each metric. If the Company's Adjusted EBITDA, Net Revenue or Free Cash Flow is less than the applicable threshold for such metric, then the portion of the cash incentive award related to such metric would not be earned. Each of Mr. Evans', Mr. Doherty's, Ms. Baldock's and Ms. Brittenham's target bonus opportunity for 2025 is earned solely based on the Company's Adjusted EBITDA, Net Revenue and Free Cash Flow performance goals. As described above, if the Company's Adjusted EBITDA, Net Revenue or Free Cash Flow is less than the applicable threshold for such metric, then the portion of the cash incentive award related to such metric would not be earned. With respect to Mr. Bane's target bonus opportunity for 2025, 50% is earned based on the Company’s Adjusted EBITDA, Net Revenue and Free Cash Flow performance as described above and 50% is earned based on the achievement of performance goals specific to the National Group over which Mr. Bane is President. As described above, if the Company's Adjusted EBITDA, Net Revenue or Free Cash Flow is less than the applicable threshold for such metric, then the portion of the cash incentive award related to such metric would not be earned. Additionally, with respect to the 50% portion of the cash incentive award related to Mr. Bane's performance-specific target as President of National Group, no cash incentive award may be earned if at least 25% of the target is not achieved.

  21. Long-Term Incentive Awards

    Long-Term Incentive Awards Our long-term equity incentive program is designed to reward our NEOs for Company performance, drive sustainable, long-term growth for our Company and our stockholders, and reinforce retention. 2024 Annual Awards Each of our NEOs received equity grants in 2024 under the 2015 Incentive Plan. Except as otherwise described herein, the long-term incentive award opportunity for each of our NEOs for 2024 is shown in the table below:

  22. Long-Term Incentive Awards

    | Named Executive Officer | Time-based restricted stock | | PSUs (at Threshold) | | | | $ value | # shares of common stock | $ value | # units of common stock | | J. Eric Evans | 1,760,000 | 56,446 | 2,640,000 | 84,669 | | David T. Doherty | 800,000 | 25,657 | 1,200,000 | 38,486 | | Jennifer B. Baldock | 600,000 | 19,243 | 900,000 | 28,864 | | Harrison R. Bane | 320,000 | 10,262 | 480,000 | 15,394 | | Marissa A. Brittenham | 240,000 | 7,697 | 360,000 | 11,545 | | Bradley R. Owens (1) | 320,000 | 10,262 | 480,000 | 15,394 | | Anthony W. Taparo (2) | 260,000 | 8,338 | 390,000 | 12,508 |

  23. Long-Term Incentive Awards

    _______ (1)Mr. Owens resigned as our President, National Group effective August 31, 2024. (2)Mr. Taparo resigned as our Chief Growth Officer effective December 31, 2024. For our annual grants in 2024, the Compensation Committee generally determined that 40% of the grant date value to be delivered under the Company's long-term equity incentive program would consist of time-based restricted stock and the remaining 60% would consist of Performance Stock Units ("PSUs"). The time-based restricted stock awards vest in increments of one-third on each of the first, second and third anniversaries of the date of grant, generally subject to the executive's continued employment. The Compensation Committee believes that grants of time-based restricted stock foster employee share ownership, align the interests of our NEOs with those of our stockholders, and enhance retention by requiring continued employment over a period of years. The PSUs provide our NEOs with the opportunity to earn a specified number of shares of common stock based on a one-time vesting on the third anniversary of the grant date if certain performance criterion is achieved during the three-year period. This creates a three-year incentive and alignment period. For the PSUs awarded during 2024, the Compensation Committee set the threshold performance level as Adjusted EBITDA of $649.1 million by December 31, 2026 (the “Performance Period End Date”). If Adjusted EBITDA on the Performance Period End Date is equal to or greater than $649.1 million, but less than $666.3 million, then 100% of the award may be earned. If Adjusted EBITDA on the Performance Period End Date is equal to or greater than $666.3 million, but less than $683.8 million, then 200% of the award may be earned. If Adjusted EBITDA is $683.8 million or more on the Performance Period End Date, then 300% of the award may be earned. The percentage of the award that is earned is subject to potential positive or negative modification by 10% based on the Company's Total Stockholder Return ("TSR") during the performance period. No shares are earned for performance below threshold. The number of shares earned by the NEOs pursuant to the PSUs awarded during 2024 will not be determinable until the Performance Period End Date. Under and in accordance with the terms and dates specified in the retirement agreements for Mr. Owens and Mr. Taparo, vesting of the time-based restricted stock awards granted in 2024 was accelerated and the PSUs awarded during 2024 that may be earned under the award at the end of the performance period are prorated for the portion of the measurement period for which they were employed. 2024 Special Awards In February 2024, the Compensation Committee granted additional special long-term equity-based incentive awards to Mr. Bane, Ms. Brittenham and Mr. Taparo as a further retention incentive based on their key roles in the Company. The special long-term incentive award opportunity consisted of a time-based restricted stock award of $45,000 for Mr. Bane (1,443 shares of common stock), $90,000 for Ms. Brittenham (2,886 shares of common stock) and $65,000 for Mr. Taparo (2,084 shares of common stock). The time-based restricted stock awards will vest in two equal installments on the first two anniversaries of the grant date, generally subject to continued employment. For Mr. Taparo, vesting of the time-based restricted stock awards was accelerated in accordance with and on the terms and dates specified in his retirement agreement. In connection with his employment as our President, National Group effective September 1, 2024, Mr. Bane was granted (i) a time-based restricted stock award of $40,000 (1,251 shares of common stock), which will vest in one-third increments on each of the first three anniversaries of the date of grant, generally subject to Mr. Bane's continued employment, and (ii) a performance stock unit award of $60,000 (1,877 shares of common stock) that becomes earned and vested based on performance criteria specified in the applicable award agreement. 2025 Annual Awards In February 2025, the Compensation Committee utilized long-term equity-based incentive awards to applicable NEOs consisting of (i) three-year time vesting restricted stock awards (40%) and (ii) PSUs subject to Company performance with a one-time vesting on the third anniversary of the grant date if the performance criterion is achieved during the three-year period (60%). The long-term incentive award opportunity for each of our NEOs for 2025 is shown in the table below:

  24. Long-Term Incentive Awards

    | Named Executive Officer | Time-based restricted stock | | PSUs (at Threshold) | | | | $ value | # shares of common stock | $ value | # units of common stock | | J. Eric Evans | 2,000,000 | 84,033 | 3,000,000 | 126,050 | | David T. Doherty | 800,000 | 33,613 | 1,200,000 | 50,420 | | Jennifer B. Baldock | 600,000 | 25,210 | 900,000 | 37,815 | | Harrison R. Bane | 410,000 | 17,226 | 615,000 | 25,840 | | Marissa A. Brittenham | 240,000 | 10,084 | 360,000 | 15,126 |

  25. Long-Term Incentive Awards

    As with the 2024 awards, the 2025 time-based restricted stock awards vest in one-third increments on each anniversary of the date of grant, generally subject to the executive’s continued employment. With respect to the 2025 PSUs, performance is determined with respect to the achievement of an Adjusted EBITDA goal by the third anniversary of the grant date. If the Company’s Adjusted EBITDA is equal to or greater than the threshold, then the percentage of the award that may be paid out to the NEOs is 100%, and up to 300%, subject to varying levels of performance in excess of the threshold and a potential positive or negative modification by 20% based on the Company's TSR during the performance period (in no event can the award exceed 300%). No shares are earned for performance below threshold. The shares that are earned will be subject to a one-time cliff vesting on the third anniversary of the grant date.

  26. Severance Arrangements

    Severance Arrangements The Company provides severance protection to each of our NEOs pursuant to employment agreements in the event that his or her employment is terminated by the Company without cause or he or she resigns for good reason. For a description of the severance protections provided to our NEOs please see "Executive Compensation - Potential Payments upon Termination or Change in Control" below.

  27. Risk Management and Compensation

    Risk Management and Compensation Our Compensation Committee believes that the Company’s compensation policies and practices are an integral part of the Board’s risk management. Our Compensation Committee considers various features of our compensation policies and practices that discourage excessive or unnecessary risk taking, including but not limited to the following: •Appropriate pay philosophy, peer group and other market comparability data and market positioning to align with and support business objectives; •Effective balance in: ◦Cash and equity pay mix, including the use of restricted stock, PSUs and stock options, used to focus employees on mitigating downside risk while generating long-term gains; ◦Short- and longer-term performance focus; ◦Management and Board discretion to manage pay as it deems appropriate in light of Company and industry developments; and •Compensation Committee oversight of our compensation policies and practices to determine whether they encourage excessive risk-taking and evaluate compensation policies and practices that could mitigate any such risk. Our Compensation Committee believes that the Company's executive compensation program does not encourage inappropriate risk-taking and the level of risk associated with the Company's compensation programs is not reasonably likely to have a material adverse effect on the Company.

  28. Equity Grant Practices

    Equity Grant Practices The Compensation Committee's typical practice is to grant equity awards to our officers during the first quarter of each year. We do not engage in the practice of timing grants with the release of non-public information. In 2024, we granted performance-based stock units and time-vesting restricted stock described herein but we did not grant stock options.

  29. Summary Compensation Table

    Summary Compensation Table The following table summarizes information regarding the compensation awarded to, earned by or paid to our named executive officers during the years ended December 31, 2024, 2023 and 2022.

  30. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(8)(10) | Non-Equity Incentive Plan Compensation (11) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation (12) | Total | | J. Eric Evans Chief Executive Officer | 2024 | $1,050,000 | $— | $5,100,000 | $300,000 | $(147) | $11,350 | $6,461,203 | | | 2023 | 1,050,000 | — | 4,400,000 | 1,000,000 | — | 7,600 | 6,457,600 | | | 2022 | 1,050,000 | — | 4,645,000(9) | 390,500(9) | — | 7,325 | 6,092,825 | | David T. Doherty Executive Vice President and Chief Financial Officer | 2024 | 636,539 | — | 2,360,000 | 225,000 | — | 10,350 | 3,231,889 | | | 2023 | 567,500 | 200,000(5) | 2,400,000 | 345,000 | — | 6,600 | 3,519,100 | | | 2022 | 499,394 | 250,000(6) | 1,000,000 | 274,238 | — | 6,907 | 2,030,539 | | Jennifer B. Baldock Executive Vice President, Chief Administrative and Development Officer | 2024 | 596,154 | — | 1,840,000 | 200,000 | 25,986 | 22,950 | 2,685,090 | | | 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 | | Harrison R. Bane President, National Group | 2024 | 545,000 | — | 1,095,000 | 125,000 | — | 11,350 | 1,776,350 | | | 2023 | 500,000 | 100,000(5) | 800,000 | 186,875 | — | 4,029 | 1,590,904 | | | 2022 | 157,692 | 200,000(7) | 2,000,000 | 70,805 | — | 269 | 2,428,766 | | Marissa A. Brittenham Executive Vice President and Chief Strategy Officer (1) | 2024 | 495,192 | — | 840,000 | 110,000 | — | 10,850 | 1,456,042 | | | 2023 | 470,192 | — | 1,000,000 | 200,000 | — | 7,100 | 1,677,292 | | Bradley R. Owens Former President, National Group (2) | 2024 | 371,154 | — | 800,000 | 269,500 | — | 945,350 | 2,386,004 | | | 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 | | Anthony W. Taparo Former Chief Growth Officer (3)(4) | 2024 | 450,000 | — | 715,000 | 252,000 | 122,263 | 784,850 | 2,324,113 |

  31. Summary Compensation Table

    _______ (1)Ms. Brittenham was not a named executive officer until 2023. Therefore, in accordance with SEC rules, her compensation is only disclosed for the years ended December 31, 2024 and 2023. (2)Mr. Owens served as our President, National Group until August 31, 2024. (3)Mr. Taparo was not a named executive officer until 2024. Therefore, in accordance with SEC rules, his compensation is only disclosed for the year ended December 31, 2024. (4)Mr. Taparo served as our Chief Growth Officer until December 31, 2024. (5)Reflects a transaction bonus paid to Mr. Doherty and Mr. Bane in acknowledgment of their efforts in connection with the successful completion of certain transactions in 2023. (6)Reflects a transaction bonus paid to Mr. Doherty in acknowledgment of his efforts in connection with the successful completion of the Company’s public equity offering in November 2022. (7)Reflects cash payments of $100,000 within 30 days following commencement of employment with the Company and $100,000 six months following commencement of employment with the Company, in each case in accordance with Mr. Bane’s employment agreement. (8)Reflects the dollar amounts of the aggregate grant date fair value of stock and PSUs granted to our NEOs, as determined in accordance with FASB ASC Topic 718. These amounts do not reflect the actual amounts that may be paid or realized by our NEOs and exclude the effect of estimated forfeitures. The aggregate grant date fair value of the time-based restricted stock awards was calculated using the closing price of our common stock on the grant date. The aggregate grant date fair value of the PSUs was determined based on the probable outcome of the applicable performance conditions associated with such award. The PSU awards were valued based on a grant date fair value of $31.18 per share (for awards granted in 2024), $32.86 per share (for awards granted in 2023), $54.03 per share (for awards granted in 2022), except that the PSU awards granted to Mr. Bane on September 1, 2024 had a grant date fair value of $31.95 per share, the PSU awards granted to Mr. Doherty on February 1, 2022 had a grant date fair value of $44.80 per share, and the PSU awards granted to Mr. Bane on September 1, 2022 had a grant date fair value of $26.06 per share. Assuming that the maximum performance goals are attained for the PSUs granted in 2024, 2023 and 2022, the aggregate grant date fair value of the annual grants of PSUs would have been:

  32. Summary Compensation Table

    | Name | 2024 PSU Awards | 2023 PSU Awards | 2022 PSU Awards | | J. Eric Evans | $8,712,000 | $6,600,000 | $6,000,000 | | David T. Doherty | 3,960,000 | 2,100,000 | 1,200,000 | | Jennifer B. Baldock | 2,970,000 | 1,800,000 | 1,200,000 | | Harrison R. Bane | 1,782,000 | 1,200,000 | 3,000,000 | | Marissa A. Brittenham | 1,188,000 | 750,000 | N/A | | Bradley R. Owens | 1,584,000 | 1,200,000 | 1,200,000 | | Anthony W. Taparo | 1,287,000 | N/A | N/A |

  33. Summary Compensation Table

    The underlying valuation assumptions for PSUs are further disclosed in footnotes to our consolidated financial statements filed with our annual reports on Form 10-K for the years ended December 31, 2024, 2023 and 2022. (9)In connection with our public equity offering on November 21, 2022, Mr. Evans agreed to receive $500,000 of any 2022 annual cash incentive bonus earned in shares of our common stock, valued at the public offering price paid by purchasers in the offering ($24.50 per share). As a result, upon the Board’s determination that Mr. Evans had earned an aggregate annual cash incentive award of $890,500, the award was settled on March 24, 2023 with (i) the payment of $390,500 in cash and (ii) the issuance of 20,408 shares of common stock ($500,000 divided by $24.50) with a grant date fair value of approximately $645,000. (10)In lieu of making the full cash incentive payment earned by each of the NEOs for achieving 2024 performance goals, the Compensation Committee determined that a portion of the payment to each NEO would be settled with with time-based restricted stock awards. The number of shared issued was based on the price of our common stock on the Nasdaq Stock Market as of the close of business on March 4, 2025. The time-based restricted stock awards will vest in full on the first anniversary of the grant date. (11)Reflects the dollar amounts of cash incentives earned by our NEOs under our Cash Incentive Plan. Please refer to the section titled "Compensation Discussion and Analysis - Elements of Named Executive Officer Compensation - Short-Term Incentive Awards" above for additional details regarding our cash incentive program. Does not include awards under the Cash Incentive Plan for which shares of common stock have been issued in lieu of cash incentive payments, which awards are included in the “Stock Awards” column of the Summary Compensation Table. (12)Reflects the items set forth in the table below, as applicable to each NEO:

  34. Summary Compensation Table

    | Name | Year | Company 401(k) match contributions (a) | Company contributions under the SERP (b) | Severance (c) | Other (d) | Total | | J. Eric Evans | 2024 | $10,350 | $— | $— | $1,000 | $11,350 | | | 2023 | 6,600 | — | — | 1,000 | 7,600 | | | 2022 | 6,100 | — | — | 1,225 | 7,325 | | David T. Doherty | 2024 | 10,350 | — | — | — | 10,350 | | | 2023 | 6,600 | — | — | — | 6,600 | | | 2022 | 5,907 | — | — | 1,000 | 6,907 | | Jennifer B. Baldock | 2024 | 10,350 | 11,600 | | 1,000 | 22,950 | | | 2023 | 6,600 | 10,700 | | 1,000 | 18,300 | | | 2022 | 6,100 | 8,400 | | 1,225 | 15,725 | | Harrison R. Bane | 2024 | 10,350 | — | — | 1,000 | 11,350 | | | 2023 | 3,029 | — | — | 1,000 | 4,029 | | | 2022 | — | — | — | 269 | 269 | | Marissa A. Brittenham | 2024 | 10,350 | — | | 500 | 10,850 | | | 2023 | 6,600 | — | | 500 | 7,100 | | Bradley R. Owens | 2024 | 10,350 | — | 935,000 | — | 945,350 | | | 2023 | 6,600 | — | | 1,000 | 7,600 | | | 2022 | 6,100 | — | | 1,000 | 7,100 | | Anthony W. Taparo | 2024 | 10,350 | 9,000 | 765,000 | 500 | 784,850 |

  35. Summary Compensation Table

    (a)Reflects Company matching contributions to the Company's 401(k) Plan which is a broad-based tax-qualified defined contribution plan. (b)Reflects Company contributions to the Symbion, Inc. Supplemental Executive Retirement Plan, a nonqualified deferred compensation plan. (c)Reflects amounts paid or payable pursuant to the retirement agreements for each of Mr. Owens and Mr. Taparo. (d)Reflects cell phone reimbursement and Company contributions to the NEOs' health savings accounts for the applicable year.

  36. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table sets forth information regarding grants of non-equity and equity-based awards granted to each of our NEOs during the year ended December 31, 2024.

  37. 2024 Grants of Plan-Based Awards

    | | | | 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) | 2/28/24 | — | — | — | — | — | — | 56,446 | 1,760,000 (7) | | | PSUs (3) | 2/28/24 | — | — | — | 84,669 | 169,338 | 279,408 | — | 2,640,000 (8) | | David T. Doherty | Cash Incentive | — | 162,500 | 650,000 | 1,300,000 | — | — | — | — | — | | | Restricted Stock (2) | 2/28/24 | — | — | — | — | — | — | 25,657 | 800,000 (7) | | | PSUs (3) | 2/28/24 | — | — | — | 38,486 | 76,972 | 127,004 | — | 1,200,000 (8) | | Jennifer B. Baldock | Cash Incentive | — | 150,000 | 600,000 | 1,200,000 | — | — | — | — | — | | | Restricted Stock (2) | 2/28/24 | — | — | — | — | — | — | 19,243 | 600,000 (7) | | | PSUs (3) | 2/28/24 | — | — | — | 28,864 | 57,728 | 95,251 | — | 900,000 (8) | | Harrison R. Bane | Cash Incentive | | 98,875 | 395,500 | 791,000 | — | — | — | — | — | | | Restricted Stock (2) | 2/28/24 | — | — | — | — | — | — | 10,262 | 320,000 (7) | | | Restricted Stock (4) | 2/28/24 | — | — | — | — | — | — | 1,443 | 45,000 (7) | | | Restricted Stock (5) | 9/1/24 | — | — | — | — | — | — | 1,251 | 40,000 (7) | | | PSUs (3) | 2/28/24 | — | — | — | 15,394 | 30,788 | 50,800 | — | 480,000 (8) | | | PSUs (6) | 9/1/24 | — | — | — | 1,877 | 3,754 | 6,194 | — | 60,000 (8) | | Marissa A. Brittenham | Cash Incentive | — | 87,500 | 350,000 | 700,000 | — | — | — | — | — | | | Restricted Stock (2) | 2/28/24 | — | — | — | — | — | — | 7,697 | 240,000 (7) | | | Restricted Stock (4) | 2/28/24 | — | — | — | — | — | — | 2,886 | 90,000 (7) | | | PSUs (3) | 2/28/24 | — | — | — | 11,545 | 23,090 | 38,099 | — | 360,000 (8) | | Bradley R. Owens | Cash Incentive | — | 96,250 | 385,000 | 770,000 | — | — | — | — | — | | | Restricted Stock (2) | 2/28/24 | — | — | — | — | — | — | 10,262 | 320,000 (7) | | | PSUs (3) | 2/28/24 | — | — | — | 15,394 | 30,788 | 50,800 | — | 480,000 (8) | | Anthony W. Taparo | Cash Incentive | | 78,750 | 315,000 | 630,000 | — | — | — | — | — | | | Restricted Stock (2) | 2/28/24 | — | — | — | — | — | — | 8,338 | 260,000 (7) | | | Restricted Stock (4) | 2/28/24 | — | — | — | — | — | — | 2,084 | 65,000 (7) | | | PSUs (3) | 2/28/24 | — | — | — | 12,508 | 25,016 | 41,276 | — | 390,000 (8) |

  38. 2024 Grants of Plan-Based Awards

    _______ (1)Reflects annual cash incentive opportunities granted under our Cash Incentive Plan. Each NEO was eligible to receive a target annual bonus that is equal to a percentage of his or her annual base salary. For 2024, the target bonus opportunity as a percentage of base salary for each of our NEOs was as follows: Mr. Evans - 120%, Mr. Doherty - 100%, Ms. Baldock - 100%, Mr. Bane - 70%, Ms. Brittenham - 70%, Mr. Owens - 70% and Mr. Taparo - 70%. See "Compensation Discussion and Analysis - Elements of Named Executive Officer Compensation - Short-Term Incentive Awards" for additional information. (2)Reflects restricted stock awards to our NEOs under our equity incentive plan, as described in "Compensation Discussion and Analysis - Elements of Named Executive Officer Compensation - Long-Term Incentive Awards - 2024 Annual Awards" above. Each restricted stock award will vest as to one-third of the award on each of the first, second and third anniversaries of the date of grant, generally contingent upon continued employment through each such vesting date (except as expressly provided in the award agreement evidencing the grant of such restricted stock award). (3)Reflects the threshold, target and maximum future payouts under the PSUs granted to our NEOs under our equity incentive plan. PSUs provide our NEOs with the opportunity to earn a specified number of shares of common stock subject to a cliff vesting based on achievement of certain Company performance objectives over a three-year period, thereby creating a three-year incentive and alignment period. For a description of the PSU vesting terms, see "Compensation Discussion and Analysis - Elements of Named Executive Officer Compensation - Long-Term Incentive Awards - 2024 Annual Awards." (4)Reflects restricted stock awards to the NEO under our equity incentive plan, as described in "Compensation Discussion and Analysis - Long-Term Incentive Awards - 2024 Special Awards" above. Each restricted stock award will vest as to one-half of the award on each of the second and third anniversaries of the grant date, generally contingent upon continued employment through such vesting date (except as expressly provided in the award agreement evidencing the grant of such restricted stock award). (5)Reflects restricted stock awards to Mr. Bane in connection with his employment as our President, National Group effective September 1, 2024, as described in "Compensation Discussion and Analysis - Elements of Named Executive Officer Compensation - Long-Term Incentive Awards - 2024 Special Awards" above. Each restricted stock award will vest as to one-third of the award on each of the first, second and third anniversaries of the date of grant, generally contingent upon continued employment through each such vesting date (except as expressly provided in the award agreement evidencing the grant of such restricted stock award). (6)Reflects the threshold, target and maximum future payouts under the PSUs granted to Mr. Bane in connection with his employment as our President, National Group effective September 1, 2024. PSUs provide our NEOs with the opportunity to earn a specified number of shares of common stock subject to a cliff vesting based on achievement of certain Company performance objectives over a three-year period, thereby creating a three-year incentive and alignment period. For a description of the PSU vesting terms, see "Compensation Discussion and Analysis - Elements of Named Executive Officer Compensation - Long-Term Incentive Awards - 2024 Annual Awards." (7)Reflects the aggregate grant date fair value of time-based restricted stock awards granted to our NEOs in 2024, as determined in accordance with FASB ASC Topic 718. These amounts do not reflect the actual amounts that may be paid or realized by our NEOs and exclude the effect of estimated forfeitures. The aggregate grant date fair value of the time-based restricted stock awards was calculated using the closing price of a share of the Company's common stock on the date of grant. (8)Reflects the aggregate grant date fair value of PSUs granted to NEOs in 2024, as determined in accordance with FASB ASC Topic 718. These amounts do not reflect the actual amounts that may be paid or realized by our NEOs and exclude the effect of estimated forfeitures. The aggregate grant date fair value of the PSUs was determined based on the probable outcome of the applicable performance conditions associated with such award. The award was valued using the closing price of a share of the Company's common stock on the date of grant.

  39. Narrative Disclosure to Summary Compensation Table and 2024 Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and 2024 Grants of Plan-Based Awards Table We have entered into employment agreements with each of our NEOs. A summary of certain terms follows: J. Eric Evans. Pursuant to Mr. Evans' employment agreement, as amended, an annual base salary and target bonus opportunity was established, each subject to adjustment at the discretion of our Compensation Committee. For information regarding Mr. Evans' base salary and bonus eligibility in 2024, please see "Compensation Discussion and Analysis." Mr. Evans is eligible to participate in our employee benefit plans, as may be in effect from time to time. Mr. Evans is entitled to benefits upon certain terminations of employment, as described in "Executive Compensation - Potential Payments upon Termination or Change in Control" below. David T. Doherty. Pursuant to Mr. Doherty’s employment agreement, an annual base salary and target bonus opportunity was established, each subject to adjustment at the discretion of the Board or our Compensation Committee. For information regarding Mr. Doherty’s base salary and bonus eligibility in 2024, please see "Compensation Discussion and Analysis." Mr. Doherty is eligible to participate in our employee benefit plans, as may be in effect from time to time. For a description of the payments and benefits Mr. Doherty may be entitled to in connection with a termination of employment, see "- Potential Payments upon Termination or Change in Control" below. Jennifer B. Baldock. Pursuant to Ms. Baldock's amended and restated employment agreement, an annual base salary and target bonus opportunity was established, each subject to adjustment at the discretion of the Board or the Compensation Committee. For information regarding Ms. Baldock’s base salary and bonus eligibility in 2024, please see "Compensation Discussion and Analysis." Ms. Baldock is eligible to participate in our employee benefit plans, as may be in effect from time to time. For a description of the payments and benefits Ms. Baldock may be entitled to in connection with a termination of employment, see "- Potential Payments upon Termination or Change in Control" below. Harrison R. Bane. Pursuant to Mr. Bane’s employment agreement, an annual base salary and target bonus opportunity was established, each subject to adjustment at the discretion of the Board or our Compensation Committee. For information regarding Mr. Bane’s base salary and bonus eligibility in 2024, please see "Compensation Discussion and Analysis." Mr. Bane is eligible to participate in our employee benefit plans, as may be in effect from time to time. For a description of the payments and benefits Mr. Bane may be entitled to in connection with a termination of employment, see "- Potential Payments upon Termination or Change in Control" below. Marissa A. Brittenham. Pursuant to Ms. Brittenham’s employment agreement, an annual base salary and target bonus opportunity was established, each subject to adjustment at the discretion of the Board or the Compensation Committee. For information regarding Ms. Brittenham’s base salary and bonus eligibility in 2024, please see "Compensation Discussion and Analysis." Ms. Brittenham is eligible to participate in our employee benefit plans, as may be in effect from time to time. For a description of the payments and benefits Ms. Brittenham may be entitled to in connection with a termination of employment, see "-Potential Payments upon Termination or Change in Control" below. Bradley R. Owens. Pursuant to Mr. Owens' employment agreement in effect prior to his resignation effective August 31, 2024, an annual base salary and target bonus opportunity was established, each subject to adjustment at the discretion of the Board or the Compensation Committee. For information regarding Mr. Owens’ base salary and bonus eligibility in 2024, please see "Compensation Discussion and Analysis." Mr. Owens was eligible to participate in our employee benefit plans, as in effect during his employment. Mr. Owens resigned as our President, National Group and his employment agreement was terminated effective August 31, 2024. In recognition of his service to the Company,the Company entered into a retirement agreement with Mr. Owens. Pursuant to the retirement agreement, Mr. Owens is entitled to receive (a) all base salary earned but not paid as of his retirement date, (b) 12 months of continued base salary, (c) $385,000, representing his target bonus, payable over a period of 12 months, (d) an amount equal to a prorated portion (based on time employed in 2024) of any bonus earned for the calendar year 2024 determined and paid following the end of calendar year 2024 in accordance with the Company’s past practices for the determination of annual bonuses, and (e) continued health and welfare plan benefits for a period of 12 months at no cost to him. In addition, pursuant to the retirement agreement, Mr. Owens was entitled to the vesting of all of his outstanding, unvested restricted stock awards upon the effectiveness of his retirement and shall be entitled to vesting of a portion of his outstanding, unvested performance stock unit awards based on the number of shares that would be earned under the award at the end of the performance period, prorated for the portion of the measurement period for which he was employed, in accordance with and on the terms and dates specified in the retirement agreement. The retirement agreement also contains a release of claims and various restrictive covenants, including covenants relating to confidentiality, as well as covenants not to compete with the Company or to solicit its employees. Anthony W. Taparo. Pursuant to Mr. Taparo's employment agreement in effect prior to his resignation effective December 31, 2024, an annual base salary and target bonus opportunity was established, each subject to adjustment at the discretion of the Board or the Compensation Committee. For information regarding Mr. Taparo's base salary and bonus eligibility in 2024, please see "Compensation Discussion and Analysis." Mr. Taparo was eligible to participate in our employee benefit plans, as in effect during his employment. Mr. Taparo resigned as our Chief Growth Officer and his employment agreement was terminated effective December 31, 2024. In recognition of his service to the Company,the Company entered into a retirement agreement with Mr. Taparo. Pursuant to the retirement agreement, Mr. Taparo is entitled to receive (a) $450,000 paid in a lump sum on January 10, 2025, (b) $315,000, representing his target bonus, paid in a single lump sum on January 10, 2025, (c) all base salary earned but not paid as of his retirement date, (d) an amount equal to a prorated portion (based on time employed in 2024) of any bonus earned for the calendar year 2024 determined and paid following the end of calendar year 2024 in accordance with the Company’s past practices for the determination of annual bonuses, and (e) continued health and welfare plan benefits for a period of 12 months at no cost to him. In addition, pursuant to the retirement agreement, Mr. Taparo was entitled to accelerated vesting on January 10, 2025 of all of his outstanding, unvested restricted stock awards and shall be entitled to vesting of a portion of his outstanding, unvested performance stock unit awards based on the number of shares that would be earned under the award at the end of the performance period, prorated for the portion of the measurement period for which he was employed, in accordance with and on the terms and dates specified in the retirement agreement. The retirement agreement also contains a release of claims and various restrictive covenants, including covenants relating to confidentiality, as well as covenants not to compete with the Company or to solicit its employees.

  40. Narrative Disclosure to Summary Compensation Table and 2024 Grants of Plan-Based Awards Table

    In addition, each of our NEOs received equity grants under the 2015 Incentive Plan, as described in "Short-Term Incentive Awards" and "Long-Term Incentive Awards" in the "Compensation Discussion and Analysis" section above.

  41. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding equity awards held by our NEOs as of December 31, 2024.

  42. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested (17) | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not yet vested (#) | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not yet vested (17) | | J. Eric Evans | 500,000 (1) | — | $11.54 | 4/1/2029 | — | $— | — | $— | | | — | — | — | — | 12,339 (4) | 261,217 | — | — | | | — | — | — | — | 44,634 (6) | 944,902 | — | — | | | — | — | — | — | 56,446 (8) | 1,194,962 | — | — | | | — | — | — | — | — | — | 37,016 (12) | 783,629 | | | — | — | — | — | — | — | 66,950 (14) | 1,417,332 | | | — | — | — | — | — | — | 84,669 (15) | 1,792,443 | | David T. Doherty | — | — | — | — | 4,464 (3) | 94,503 | — | — | | | — | — | — | — | 14,202 (6) | 300,656 | — | — | | | — | — | — | — | 30,432 (7) | 644,245 | — | — | | | — | — | — | — | 25,657 (8) | 543,159 | — | — | | | — | — | — | — | — | — | 8,928 (11) | 189,006 | | | — | — | — | — | — | — | 21,302 (14) | 450,963 | | | — | — | — | — | — | — | 38,486 (15) | 814,749 | | Jennifer B. Baldock | 199,500 (2) | — | 13.42 | 3/15/2029 | — | — | — | — | | | — | — | — | — | 2,468 (4) | 52,248 | — | — | | | — | — | — | — | 12,173 (6) | 257,702 | — | — | | | — | — | — | — | 22,824 (7) | 483,184 | — | — | | | — | — | — | — | 19,243 (8) | 407,374 | — | — | | | — | — | — | — | — | — | 7,403 (12) | 156,722 | | | — | — | — | — | — | — | 18,259 (14) | 386,543 | | | — | — | — | — | — | — | 28,864 (15) | 611,051 | | Harrison R. Bane | — | — | — | — | 12,791 (5) | 270,785 | — | — | | | — | — | — | — | 8,115 (6) | 171,795 | — | — | | | — | — | — | — | 10,262 (8) | 217,247 | — | — | | | — | — | — | — | 1,443 (9) | 30,548 | — | — | | | — | — | — | — | 1,251 (10) | 26,484 | — | — | | | — | — | — | — | — | — | 38,372 (13) | 812,335 | | | — | — | — | — | — | — | 12,172 (14) | 257,681 | | | — | — | — | — | — | — | 15,394 (15) | 325,891 | | | — | — | — | — | — | — | 1,877 (16) | 39,736 | | Marissa A. Brittenham | — | — | — | — | 3,534 (3) | 74,815 | — | — | | | — | — | — | — | 5,073 (6) | 107,395 | — | — | | | — | — | — | — | 15,216 (7) | 322,123 | — | — | | | — | — | — | — | 7,697 (8) | 162,945 | — | — | | | — | — | — | — | 2,886 (9) | 61,097 | — | — | | | — | — | — | — | — | — | 8,370 (11) | 177,193 | | | — | — | — | — | — | — | 7,608 (14) | 161,061 | | | — | — | — | — | — | — | 11,545 (15) | 244,408 | | Bradley R. Owens | — | — | — | — | — | — | 7,403 (12) | 156,722 | | | — | — | — | — | — | — | 6,762 (14) | 143,152 | | | — | — | — | — | — | — | 3,420 (15) | 72,401 | | Anthony W. Taparo | 148,500 (2) | — | 13.42 | 3/15/2029 | — | — | — | — | | | — | — | — | — | 2,005 (4) | 42,446 | — | — | | | — | — | — | — | 6,594 (6) | 139,595 | — | — | | | — | — | — | — | 8,338 (8) | 176,515 | — | — | | | — | — | — | — | 2,084 (9) | 44,118 | — | — | | | — | — | — | — | — | — | 6,015 (12) | 127,338 | | | — | — | — | — | — | — | 6,593 (14) | 139,574 | | | — | — | — | — | — | — | 4,169 (15) | 88,258 |

  43. Outstanding Equity Awards at Fiscal Year-End

    (1)Represents non-qualified stock options granted on April 1, 2019 to Mr. Evans in connection with the commencement of his employment with the Company, which became fully vested on December 31, 2022. (2)Represents non-qualified stock options granted on March 15, 2019, in exchange for the cancellation of previously issued leveraged performance units. The non-qualified stock options became fully vested on December 31, 2022. (3)Represents remaining one-third of restricted stock awards granted on February 1, 2022, of which one-third of the original award vests upon the first, second and third anniversaries of the date of grant, generally subject to continued employment through each vesting date. (4)Represents remaining one-third of restricted stock awards granted on March 11, 2022, of which one-third of the original award vests upon the first, second and third anniversaries of the date of grant, generally subject to continued employment through each vesting date. (5)Represents remaining one-third of special restricted stock awards granted on September 1, 2022, of which one-third of the original award vests upon the first, second and third anniversaries of the date of grant, generally subject to continued employment through each vesting date. (6)Represents remaining two-thirds of restricted stock awards granted on March 2, 2023, of which one-third of the original award vests upon the first, second and third anniversaries of the date of grant, generally subject to continued employment through each vesting date. (7)Represents special restricted stock awards granted on March 2, 2023, which are subject to a one-time cliff vesting on the third anniversary of the date of grant, generally subject to continued employment through the vesting date. (8)Represents restricted stock awards granted on February 28, 2024, of which one-third of the original award vests upon the first, second and third anniversaries of the date of grant, generally subject to continued employment through each vesting date. (9)Represents special restricted stock awards granted on February 28, 2024, of which one-half of the original award vests upon the first and second anniversaries of the date of grant, generally subject to continued employment through each vesting date. (10)Represents special restricted stock awards granted on September 1, 2024, of which one-third of the original award vests upon the first, second and third anniversaries of the date of grant, generally subject to continued employment through each vesting date. (11)Represents PSUs granted (at target) on February 1, 2022, which vest on the third anniversary of the grant date if certain performance criterion is achieved during the three-year period. (12)Represents PSUs granted (at target) on March 11, 2022, which vest on the third anniversary of the grant date if certain performance criterion is achieved during the three-year period. (13)Represents PSUs granted (at target) on September 1, 2022, which vest on the third anniversary of the grant date if certain performance criterion is achieved during the three-year period. (14)Represents PSUs granted (at target) on March 2, 2023, which vest on the third anniversary of the grant date if certain performance criterion is achieved during the three-year period. (15)Represents PSUs granted (at target) on February 28, 2024, which vest as set forth in the section titled "Compensation Discussion and Analysis - Elements of Named Executive Officer Compensation - Long-Term Incentive Awards - 2024 Annual Awards." (16)Represents PSUs granted (at target) on September 1, 2024, which vest as set forth in the section titled "Compensation Discussion and Analysis - Elements of Named Executive Officer Compensation - Long-Term Incentive Awards - 2024 Special Awards." (17)Based on the closing price of a share of our common stock on December 31, 2024 of $21.17, except as otherwise indicated.

  44. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table sets forth information regarding stock awards that vested for our NEOs during the year ended December 31, 2024.

  45. 2024 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting | | J. Eric Evans | 16,500 (1) | $156,090 | | | | | — | — | 7,433 (3) | 250,492 | | | — | — | 7,433 (4) | 250,492 | | | — | — | 22,316 (5) | 696,036 | | | — | — | 4,956 (6) | 146,202 | | | — | — | 12,339 (7) | 364,001 | | David T. Doherty | — | — | 4,464 (2) | 137,000 | | | — | — | 2,230 (3) | 75,151 | | | — | — | 7,100 (5) | 221,449 | | | — | — | 1,487 (6) | 43,867 | | Jennifer B. Baldock | — | — | 2,676 (3) | 90,181 |

  46. 2024 Option Exercises and Stock Vested

    | | — | — | 6,086 (5) | 189,822 | | | — | — | 1,784 (6) | 52,628 | | | — | — | 2,468 (7) | 72,806 | | Harrison R. Bane | — | — | 4,057 (5) | 126,538 | | | — | — | 12,791 (10) | 408,672 | | Marissa A. Brittenham | — | — | 3,534 (2) | 108,458 | | | — | — | 2,535 (5) | 79,067 | | Bradley R. Owens | — | — | 2,379 (3) | 80,172 | | | — | — | 4,057 (5) | 126,538 | | | — | — | 1,586 (6) | 46,787 | | | — | — | 2,468 (7) | 72,806 | | | — | — | 4,627 (8) | 136,497 | | | — | — | 25,472 (9) | 813,830 | | Anthony W. Taparo | — | — | 2,438 (3) | 82,161 | | | — | — | 3,296 (5) | 102,802 | | | — | — | 1,626 (6) | 47,967 | | | — | — | 2,005 (7) | 59,148 |

  47. 2024 Option Exercises and Stock Vested

    (1)Represents options granted on April 1, 2019 that were exercised on December 12, 2024. The grant price per share was $11.54, and the closing price per share of our common stock on December 11, 2024 (the last trading date prior to the exercise date) was $21.00. (2)Represents one-third of the award of restricted stock granted on February 1, 2022 that vested on February 1, 2024. The closing price per share of our common stock on January 31, 2024 (the last trading date prior to the vesting date) was $30.69. (3)Represents PSUs granted on March 10, 2021 that became earned as of February 10, 2022, and of which one-half vested on February 10, 2024. The closing price per share of our common stock on February 9, 2024 (the last trading date prior to the vesting date) was $33.70. (4)Represents special PSUs granted on March 10, 2021 that became earned as of February 10, 2022, and of which one-half vested on February 10, 2024. The closing price per share of our common stock on February 9, 2024 (the last trading date prior to the vesting date) was $33.70. (5)Represents one-third of the award of restricted stock granted on March 2, 2023 that vested on March 2, 2024. The closing price per share of our common stock on March 1, 2024 (the last trading date prior to the vesting date) was $31.19. (6)Represents one-third of the award of restricted stock granted on March 10, 2021 that vested on March 10, 2024. The closing price per share of our common stock on March 8, 2024 (the last trading date prior to the vesting date) was $29.50. (7)Represents one-third of the award of restricted stock granted on March 11, 2022 that vested on March 11, 2024. The closing price per share of our common stock on March 8, 2024 (the last trading date prior to the vesting date) was $29.50. (8)Represents one-half of the award of restricted stock granted on March 11, 2022 that vested on March 11, 2024. The closing price per share of our common stock on March 8, 2024 (the last trading date prior to the vesting date) was $29.50. (9)Represents accelerated vesting of all of Mr. Owens outstanding, unvested restricted stock awards upon the effectiveness of his retirement on August 31, 2024, pursuant to his retirement agreement. The closing price per share of our common stock on August 30, 2024 (the last trading date prior to the vesting date) was $31.95. (10)Represents one-third of the award of restricted stock granted on September 1, 2022 that vested on September 1, 2024. The closing price per share of our common stock on August 30, 2024 (the last trading date prior to the vesting date) was $31.95.

  48. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth information regarding the value of accumulated benefits of our NEOs under our nonqualified deferred compensation arrangements as of December 31, 2024.

  49. Nonqualified Deferred Compensation

    | Name | Executive contributions in last fiscal year (1) | Company contributions in last fiscal year (2) | Aggregate earnings in last fiscal year (3) | Aggregate withdrawals/ distributions | Aggregate balance at last fiscal year end | | J. Eric Evans | $19,385 | $— | $(147) | $— | $19,238 | | David T. Doherty | — | — | — | — | — | | Jennifer B. Baldock | 11,462 | 11,600 | 25,986 | — | 302,240 | | Harrison R. Bane | — | — | — | — | — | | Marissa A. Brittenham | — | — | — | — | — | | Bradley R. Owens | — | — | — | — | — | | Anthony W. Taparo | 23,856 | 9,000 | 122,263 | — | 949,672 |

  50. Nonqualified Deferred Compensation

    (1)Reflects contributions by the NEOs to the nonqualified deferred compensation plans during 2024. (2)Reflects Company contributions to the nonqualified deferred compensation plans on behalf of the NEOs during 2024. (3)Reflects aggregate earnings accrued on the accounts of the NEOs during 2024. Mr. Evans has participated in the SP Management Services, Inc. Nonqualified Deferred Compensation Plan (the "NQDC"), in which eligible employees are permitted to participate. Under the NQDC, participants may elect to defer up to 50% of annual base salary and up to 90% of bonus each year. Under the NQDC the Company may also make discretionary matching contributions. Ms. Baldock and Mr. Taparo have participated in the Symbion, Inc. Supplemental Executive Retirement Plan (the "SERP"), a nonqualified deferred compensation plan sponsored by Symbion, which is an unfunded plan available to executives and certain key employees and directors of Symbion, an indirect subsidiary of the Company. Under the SERP, participants are permitted to defer up to 25% of their annual base salary and up to 50% of their bonus each year. Symbion makes a matching contribution for each participant who contributed at least 2% of base salary earned during such plan year and who was employed as of the last day of the plan year. Each Symbion contribution is subject to forfeiture for one year following the contribution. Symbion does not provide above-market or preferential earnings on deferred compensation.

  51. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Employment Agreement-Related Severance Benefits for our NEOs Employed at the End of 2024 As described above under the heading "Executive Compensation - Narrative Disclosure to Summary Compensation Table and 2023 Grants of Plan-Based Awards Table," we have entered into employment agreements with each of our continuing NEOs, which were amended and restated effective March 8, 2022 (except for Mr. Evans and Mr. Doherty). Each of our NEOs is entitled to receive certain benefits upon a qualifying termination of employment and/or upon certain change in control transactions accompanied by a qualifying termination of employment within a certain period of time following such transaction. The following discussion is based on the employment agreements in effect as of December 31, 2024. The employment agreements provide for severance upon a termination of employment by us without cause or by the executive for good reason, in each case conditioned on the executive's timely and effective execution of a release of claims acceptable to the Company, and other customary terms and conditions. Each of our NEOs (except Mr. Evans) is entitled to severance consisting of 12 months of continued base salary, an amount equal to their target bonus payable within three months following the end of the fiscal year of termination, and continued health and welfare plan benefits at the same cost to such NEO as if the NEO were an active employee of the Company during the severance period. Under the employment agreements with each of our NEOs, if a qualifying termination occurs within the 90 days prior to or 12 months following a change in control, the executive is entitled to be paid the severance benefits described above in a single lump-sum payment no later than 30 days following termination. Mr. Evans is entitled to severance consisting of 12 months of continued base salary, an amount equal to his target bonus payable when such bonuses are paid to employees, and 12 months of COBRA coverage following the date of such termination at no cost to Mr. Evans during the severance period. In addition, if Ms. Baldock’s, Ms. Brittenham's, Mr. Bane's or Mr. Doherty’s employment is terminated without cause or for good reason such NEO is entitled to accelerated vesting of time-based restricted stock awards and of earned PSUs to the vesting event next following the date on which the employment period is terminated. Furthermore, with respect to PSU awards granted after December 31, 2021, held by such as of the date on which the employment is terminated without cause or for good reason that have not been converted to earned PSUs, such NEO’s rights under the award will be fully vested based on the number of shares that would be earned under the award based on performance measured through the end of the employment period. Mr. Owens resigned as our President, National Group and his employment agreement was terminated effective August 31, 2024. For a description of the payments and benefits Mr. Owens may have been entitled to in connection with his retirement, see "- Narrative Disclosure to Summary Compensation Table and 2024 Grants of Plan-Based Awards Table" above. Mr. Taparo resigned as our Chief Growth Officer and his employment agreement was terminated effective December 31, 2024. For a description of the payments and benefits Mr. Taparo may have been entitled to in connection with his retirement, see "- Narrative Disclosure to Summary Compensation Table and 2024 Grants of Plan-Based Awards Table" above. Other Equity-Related Severance and Change of Control Benefits

  52. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of total annual compensation for Mr. Evans, our Chief Executive Officer, to the median of the annual total compensation of all our employees (other than the Chief Executive Officer) (the "CEO Pay Ratio"). For 2024: •Total annual compensation for Mr. Evans: $6,461,203 •Median annual total compensation of all employees (other than Chief Executive Officer): $54,265 •Ratio of the annual total compensation of the Chief Executive Officer to the median of the annual total compensation of all employees (other than the Chief Executive Officer): 119:1 In determining the median employee, we chose December 31, 2024 as the date to identify our median employee, and we identified our median employee using a consistently applied compensation measure which included total gross payroll wages received in 2024. Our total employee population as of December 31, 2024 was approximately 15,000. After we identified our median employee, we measured the annual total compensation under SEC rules using: base salary earned in 2024, annual cash bonus earned for the 2024 performance year, the grant date value of any equity awards he or she received in 2024, and the 401(k) match provided by the Company in 2024, in each case, to the extent applicable. Pay was annualized for permanent employees not employed for a full year in 2024. We calculated the median employee's total annual compensation using the same methodology we used to calculate Mr. Evans’ annual total compensation, as reflected in the "Total" column of the Summary Compensation Table. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  53. Pay Versus Performance

    Pay Versus Performance The following sets forth certain information regarding compensation actually paid to our NEOs compared to certain measures of our financial performance for the years ended 2024, 2023, 2022, 2021 and 2020:

  54. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Comp. Table Total for CEO (Evans)(1) | Comp. Actually Paid to CEO (Evans)(2) | Summary Comp. Table Total for CEO (DeVeydt)(1) | Comp. Actually Paid to CEO (DeVeydt)(2) | Average Summary Comp. Table Total for Non-CEO NEOs(3) | Average Comp. Actually Paid to Non-CEO NEOs(4) | TSR | Peer Group TSR(5) | Net Income (in millions) | Adjusted EBITDA (in millions)(6) | | 2024 | $6,461,203 | $3,271,752 | N/A | N/A | $2,309,915 | $1,326,577 | $135.2 | $127.8 | $12.5 | $508.2 | | 2023 | 6,457,600 | 7,260,168 | N/A | N/A | 2,473,172 | 2,646,951 | 204.3 | 142.1 | 135.3 | 438.1 | | 2022 | 6,092,825 | (3,342,023) | N/A | N/A | 1,670,372 | (1,192,139) | 178.0 | 147.8 | 87.0 | 380.2 | | 2021 | 4,307,123 | 14,217,126 | N/A | N/A | 1,541,025 | 6,060,779 | 341.2 | 146.1 | 70.7 | 339.6 | | 2020 | 3,541,863 | 16,996,689 | 559,528 | 13,280,517 | 1,284,162 | 6,249,898 | 185.3 | 111.9 | 1.3 | 256.6 |

  55. Pay Versus Performance

    (1)Reflects compensation amounts reported in the Summary Compensation Table for our CEO for the respective years shown. Until his appointment as Executive Chairman on January 13, 2020, Mr. DeVeydt served as Chief Executive Officer of the Company. Mr. Evans, who previously served as Executive Vice President and Chief Operating Officer, was appointed to replace Mr. DeVeydt as the Chief Executive Officer of the Company effective January 13, 2020. (2)“Compensation Actually Paid to CEO” in each of 2024, 2023, 2022, 2021 and 2020 reflects the respective Summary Compensation Table total adjusted as set forth in the table below, as determined in accordance with SEC rules.

  56. Pay Versus Performance

    | Year | 2020 | | 2021 | 2022 | 2023 | 2024 | | CEO | Evans | DeVeydt | Evans | Evans | Evans | Evans | | Summary Compensation Table Total | $3,541,863 | $559,528 | $4,307,123 | $6,092,825 | $6,457,600 | $6,461,203 | | Less: Equity Award Amounts Reported in Summary Compensation Table | (2,250,000) | (125,000) | (2,500,000) | (4,645,000) | (4,400,000) | (5,100,000) | | Add: Fair Value of Current Year Equity Awards Outstanding/Unvested at Year End | 8,512,317 | — | 3,175,972 | 2,062,532 | 4,283,461 | 2,987,405 | | Add: Fair Value of Equity Awards to be Issued in Lieu of Cash Incentive Payments Earned in the Current Year | 375,000 | 125,000 | — | 645,000 | — | 700,000 | | Change in Value of Prior Years’ Awards Outstanding/Unvested at Year End | 4,977,917 | 10,794,029 | 8,437,390 | (3,285,321) | 336,661 | (1,741,360) | | Change in Value of Prior Years’ Awards That Vested in the Year | 1,839,592 | 1,926,960 | 4,620,973 | (4,212,059) | 582,446 | (35,496) | | Less: Fair Value of Prior Years' Awards Forfeited in the Year | — | — | — | — | — | — | | Less: Fair Value of Prior Years' Awards Failing to Meet Vesting Conditions | — | — | (3,824,332) | — | — | — | | Compensation Actually Paid | $16,996,689 | $13,280,517 | $14,217,126 | $(3,342,023) | $7,260,168 | $3,271,752 |

  57. Pay Versus Performance

    Fair value or change in fair value, as applicable, of equity awards was determined as follows: (1) for restricted stock awards and earned PSU awards, the closing price on applicable year-end date or, in the case of vesting, the closing price as of each vest date, (2) for unearned PSU awards, closing price on applicable year-end date multiplied by the probability of achievement as of each such date, and (3) for option and SSAR awards, a Black-Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value for the applicable grant. (3)Reflects average compensation amounts reported in the Summary Compensation Table for our non-CEO NEOs for the respective years shown. The following non-CEO NEOs are included in the average figures shown: 2024: David T. Doherty, Jennifer B. Baldock, Harrison R. Bane, Marissa A. Brittenham, Bradley R. Owens, Anthony W. Taparo 2023: David T. Doherty, Jennifer B. Baldock, Marissa A. Brittenham, Bradley R. Owens 2022: David T. Doherty, Thomas F. Cowhey, Jennifer B. Baldock, Harrison R. Bane, Bradley R. Owens 2021: Thomas F. Cowhey, Jennifer B. Baldock, Anthony W. Taparo, Bradley R. Owens 2020: Thomas F. Cowhey, Jennifer B. Baldock, George M. Goodwin, Anthony W. Taparo (4)“Average Compensation Actually Paid to non-CEO NEOs” in each of 2024, 2023, 2022, 2021 and 2020 reflects the respective average Summary Compensation Table total adjusted as set forth in the table below, as determined in accordance with SEC rules.

  58. Pay Versus Performance

    | Year | 2020 | 2021 | 2022 | 2023 | 2024 | | Summary Compensation Table Total | $1,284,162 | $1,541,025 | $1,670,372 | $2,473,172 | $2,309,915 | | Less: Equity Award Amounts Reported in Summary Compensation Table | (654,625) | (661,875) | (1,020,000) | (1,537,500) | (1,275,000) | | Add: Fair Value of Current Year Equity Awards Outstanding/Unvested at Year End | 2,326,667 | 840,847 | 768,546 | 1,496,764 | 644,330 | | Add: Fair Value of Current Year Equity Awards That Vested in the Year | — | — | — | — | 54,645 | | Add: Fair Value of Equity Awards to be Issued in Lieu of Cash Incentive Payments Earned in the Current Year | 142,125 | — | — | — | 166,667 | | Change in Value of Prior Years’ Awards Outstanding/Unvested at Year End | 2,251,193 | 3,008,559 | (502,425) | 81,948 | (521,304) | | Change in Value of Prior Years’ Awards That Vested in the Year | 900,376 | 1,714,650 | (401,924) | 132,567 | (10,257) | | Less: Fair Value of Prior Years' Awards Forfeited in the Year | — | — | (1,706,708) | — | (42,419) | | Less: Fair Value of Prior Years' Awards Failing to Meet Vesting Conditions | — | (382,427) | — | — | — | | Compensation Actually Paid | $6,249,898 | $6,060,779 | $(1,192,139) | $2,646,951 | $1,326,577 |

  59. Pay Versus Performance

    Fair value or change in fair value, as applicable, of equity awards was determined as follows: (1) for restricted stock awards and earned PSU awards, the closing price on applicable year-end date or, in the case of vesting, the closing price as of each vest date, (2) for unearned PSU awards, closing price on applicable year-end date multiplied by the probability of achievement as of each such date, and (3) for option and SSAR awards, a Black-Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value for the applicable grant. (5)Reflects the cumulative total stockholder return for the Dow Jones U.S. Health Care Providers Index. (6)For compensation purposes, "Adjusted EBITDA" is calculated as income before income taxes, adjusted for net income attributable to noncontrolling interests; depreciation and amortization; interest expense, net; equity-based compensation expense; transaction, integration and acquisition costs; net loss (gain) on disposals, consolidations and deconsolidations; litigation settlements and other litigation costs and other adjustments that are not related to the assessment of normal operating performance. We use Adjusted EBITDA as a measure of financial performance. Adjusted EBITDA is a key measure used by our management to assess operating performance, make business decisions and allocate resources. Adjusted EBITDA is the core long-term metric we use for purposes of evaluating performance for our compensation program, as further described in the section above entitled "Compensation Discussion and Analysis - Elements of Named Executive Officer Compensation." Relationship between Pay and Performance As described in more detail in the sections entitled "Compensation Discussion and Analysis" and "Executive Compensation," the Company’s executive compensation program reflects a variable pay-for-performance philosophy, with a significant emphasis on long-term performance and stockholder value creation. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with "Compensation Actually Paid" for a particular year. We believe the "Compensation Actually Paid" in each of the years reported above and over the three-year cumulative period are reflective of the Compensation Committee’s emphasis on "pay-for-performance" as the "Compensation Actually Paid" fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals. Performance Measures The following financial performance measures reflect the Company's most important performance measures for the most recently completed fiscal year used by the Company to link compensation actually paid to our NEOs, to the Company’s performance: •Adjusted EBITDA •Net Revenue •Free Cash Flow

  60. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth information concerning the compensation earned by our directors for the year ended December 31, 2024.

  61. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash | Stock Awards(3) | Total | | Wayne S. DeVeydt (1) | $347,500 | $102,500 | $450,000 | | Brent Turner | 125,000 | 160,000 | 285,000 | | Teresa DeLuca, M.D. | 120,000 | 160,000 | 280,000 | | John A. Deane | 100,000 | 160,000 | 260,000 | | Clifford G. Adlerz | 100,000 | 160,000 | 260,000 | | Devin O'Reilly (2) | — | — | — | | Andrew T. Kaplan (2) | — | — | — | | Patricia A. Maryland, Dr.PH | 100,000 | 160,000 | 260,000 | | Blair E. Hendrix (2) | 30,000 | — | 30,000 |

  62. DIRECTOR COMPENSATION

    _______ (1)Mr. DeVeydt received a cash retainer and bonus for serving as our Executive Chairman. A portion of Mr. DeVeydt's 2024 bonus was settled with the Company's common stock. The number of shared issued was based on the price of our common stock on the Nasdaq Stock Market as of the close of business on March 21, 2025. (2)Messrs. O'Reilly and Kaplan did not receive compensation for their service on the Board because they are associated with Bain Capital. Mr. Hendrix began receiving a cash retainer upon his retirement from Bain Capital in 2024. (3)Amounts reflect the aggregate grant date fair value of restricted stock awards granted on June 1, 2024, determined in accordance with FASB ASC Topic 718 (except for Mr. DeVeydt). The assumptions used in the valuation of share awards are set forth in Note 10 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. As of December 31, 2024, each of Dr. DeLuca, Dr. Maryland and Messrs. Adlerz, Dean and Turner held unvested restricted stock awards of 6,170 shares. Also, Mr. Turner held 4,015 shares of common stock underlying stock options exercisable as of December 31, 2024. With respect to 2024, each member of our Board who was not an employee and who was not associated with Bain Capital (other than Mr. DeVeydt), was eligible to receive an annual cash retainer payment of $100,000 and an annual award of restricted stock having an aggregate grant date fair value equal to $160,000. The restricted stock awards vest in full on the first anniversary of the grant date. Mr. DeVeydt was eligible to receive an annual cash retainer payment of $250,000 and a bonus of up to 100% of his cash retainer for serving as Executive Chairman. For 2024, the bonus awarded to Mr. DeVeydt was determined to be $200,000, a portion of which was settled with the Company's common stock. In addition, the chair of the Audit Committee is entitled to an additional cash retainer payment of $25,000, the chair of the Compensation Committee is entitled to an additional cash retainer payment of $20,000, the chair of the Compliance and Ethics Committee is entitled to an additional cash retainer payment of $20,000 and the chair of the Nominating and Corporate Governance Committee is entitled to an additional cash retainer payment of $20,000.