DEF 14A of Surgery Partners, Inc., Apr 23, 2026

DEF 14A of Surgery Partners, Inc.

Filed Apr 23, 2026 · FY20250001638833-26-000039

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. Devin O’Reilly, Brent Turner and Laura L. Forese, M.D. are Class II directors whose terms expire at the Annual Meeting. Dr. Forese and Messrs. O'Reilly and Turner have been nominated for and have agreed to stand for re-election as Class II directors. The Class II 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 II 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 II DIRECTORS. The following table sets forth the name, age (as of March 31, 2026) 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 | 64 | Class I Director | | Teresa DeLuca, M.D. | 60 | Class I Director | | Lloyd Dean | 75 | Class I Director | | Devin O'Reilly | 51 | Class II Director | | Brent Turner | 60 | Class II Director | | Laura L. Forese, M.D. | 64 | Class II Director | | Clifford G. Adlerz | 72 | Class III Director | | J. Eric Evans | 48 | Class III Director | | Blair E. Hendrix | 61 | Class III Director, Chairman | | Andrew T. Kaplan | 41 | 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 II Director Nominees for Election

    Class II Director Nominees for Election 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 2009 and 2018. 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. Dr. Forese previously served on the Board of Directors of Veuu Inc. from 2023 until 2025. 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 a physician as well as her experience serving as an executive in the healthcare industry.

  5. Directors Continuing in Office

    Directors Continuing in Office 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. 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 Teledoc Health since September 2023. He previously served as a director of QuVa Pharma from March 2022 to February 2026. 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, PCI Pharma Services since 2025 and Kailera Therapeutics since 2025. He previously served as a director of InnovaCare Health from 2021 to 2025. 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. Class I Directors. The following directors have terms ending in 2028: 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.

  6. Directors Continuing in Office

    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., and as VP of Personalized Medicine, VP of Medical Policy & Clinical Quality and Chief Medical Officer United Health Group 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 public behavioral healthcare company, since 2024. Previously served as a director of Rejuveron, a private Swiss drug discovery company from March 2022 to July 2025. She also previously served as a director of 180 Life Science, a public biotechnology company, from May 2021 to December 2023. She also served as a director of North Bud Farms, Inc., a private to public 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. 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. Dr. DeLuca was named in 2025 as NACD Directorship Certification Ambassador Inaugural Class. 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. 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 a physician with active multiple medical licenses, as well as previously serving as a Fortune 50 Chief Medical Officer and P&L business line owner. Lloyd Dean was appointed to the Board on February 26, 2026. Mr. Dean has served as the Chief Executive Emeritus and the Founding Executive of CommonSpirit Health since August 2022, where he previously served as the Chief Executive Officer from February 2019 to July 2022. Prior to that, he worked at Dignity Health (f/k/a Catholic Healthcare West) from 2000 to 2019, where he most recently served as Chief Executive Officer and President. Mr. Dean worked at Advocate Health Care as Chief Operating Officer from 1997 to 2000 and as Executive Vice President from 1995 to 1997. He has also held executive positions at EHS Healthcare and Consumer Health Services. Since August 2015, Mr. Dean has served on the board of directors of McDonald’s Corporation, a public company. In addition, Mr. Dean currently serves on the board of directors of Progyny, Inc. and Golden Arrow Merger Corp. Mr. Dean holds a Bachelor of Science in Sociology and a Master’s in Education from Western Michigan University, an honorary Doctorate of Humane Letters from the University of San Francisco, and an honorary Doctor of Science degree from Morehouse School of Medicine, California State University, and California Polytechnic State University. CommonSpirit Health has also established the Lloyd H. Dean Institute for Humankindness and Health Justice. We believe that Mr. Dean is qualified to serve on our board of directors because of his extensive knowledge and experience in healthcare.

  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 2025, 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 2025 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 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 2025, 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 2025 primarily because they are similar healthcare companies with revenues between approximately 1/3 and three times our pro-forma revenues estimate of $3.4 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 2024 and 2025 were as follows:

  13. 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 2025 Incentive Plan (or the 2015 Incentive Plan prior to approval of the 2025 Incentive Plan). 2025 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 2025, 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%, Ms. Brittenham - 70%, Mr. Webb - 60% and Mr. Bane - 70%. For 2025, 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 cash flow metrics (calculated as cash flow provided by operating activities, less distributions to non-controlling interest holders and less maintenance capital expenditures, which are capital expenditures primarily to maintain our existing facilities), except as described below for certain of our NEOs. In February 2025, the Compensation Committee established 2025 Adjusted EBITDA, Net Revenue and 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. If the Company's Adjusted EBITDA, Net Revenue and cash flow for the year ended December 31, 2025 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 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 cash flow can be earned depending on the extent to which the Company's Adjusted EBITDA, Net Revenue and cash flow exceeds the target for each metric. If the Company's Adjusted EBITDA, Net Revenue or 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 and Ms. Brittenham's target bonus opportunity for 2025 is earned solely based on the Company's Adjusted EBITDA, Net Revenue and cash flow performance goals. With respect to Mr. Bane's and Mr. Webb's target bonus opportunity for 2025, 50% is earned based on the Company’s Adjusted EBITDA, Net Revenue and cash flow performance as described above and 50% is earned based on the achievement of performance goals specific to the portion of operations for which Mr. Bane and Mr. Webb oversee. Additionally, with respect to the 50% portion of the cash incentive award related to Mr. Bane's and Mr. Webb's performance-specific target, no cash incentive award may be earned if at least 25% of the target is not achieved. For 2025, the Company's Net Revenue was more than the threshold, but less than the target range, and both Adjusted EBITDA and cash flow metrics were less than the threshold. After evaluating the Company's 2025 performance, the Compensation Committee determined that no cash incentive award was earned for 2025.

  14. 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. 2025 Annual Awards Each of our NEOs received equity grants in 2025 under the 2015 Incentive Plan prior to the adoption of the 2025 Incentive Plan. Except as otherwise described herein, the long-term incentive award opportunity for each of our NEOs for 2025 is shown in the table below:

  15. Long-Term Incentive Awards

    | Named Executive Officer | Time-based restricted stock | | PSUs (at Threshold) | | | | $ value | # shares of common stock | $ value | # units | | 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 | | Marissa A. Brittenham | 240,000 | 10,084 | 360,000 | 15,126 | | W. Trent Webb | 300,000 | 12,605 | 450,000 | 18,907 | | Harrison R. Bane (1) | 410,000 | 17,226 | 615,000 | 25,840 |

  16. Long-Term Incentive Awards

    _______ (1)Mr. Bane resigned as our President, National Group effective October 3, 2025. For our annual grants in 2025, 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 2025, the Compensation Committee set the threshold performance level as Adjusted EBITDA of $658 million by December 31, 2027 (the “Performance Period End Date”). If Adjusted EBITDA on the Performance Period End Date is equal to or greater than $658 million, but less than $695 million, then 100% of the award may be earned. If Adjusted EBITDA on the Performance Period End Date is equal to or greater than $695 million, but less than $733 million, then 200% of the award may be earned. If Adjusted EBITDA is $733 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 20% 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 2025 will not be determinable until the Performance Period End Date.

  17. 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.

  18. 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.

  19. 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 2025, we granted performance-based stock units and time-vesting restricted stock described herein but we did not grant stock options.

  20. 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, 2025, 2024 and 2023.

  21. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(4)(5) | Non-Equity Incentive Plan Compensation (6) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation (7) | Total | | J. Eric Evans Chief Executive Officer | 2025 | $1,050,000 | $— | $5,000,000 | $— | $11,520 | $22,342 | $6,083,862 | | | 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 | | David T. Doherty Executive Vice President and Chief Financial Officer | 2025 | 666,154 | — | 2,000,000 | — | — | 10,500 | 2,676,654 | | | 2024 | 636,539 | — | 2,360,000 | 225,000 | — | 10,350 | 3,231,889 | | | 2023 | 567,500 | 200,000(3) | 2,400,000 | 345,000 | — | 6,600 | 3,519,100 | | Jennifer B. Baldock Executive Vice President, Chief Administrative and Development Officer | 2025 | 614,538 | — | 1,500,000 | — | 45,556 | 23,500 | 2,183,594 | | | 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 | | Marissa A. Brittenham Executive Vice President and Chief Strategy Officer | 2025 | 512,115 | — | 600,000 | — | — | 11,000 | 1,123,115 | | | 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 | | W. Trent Webb President, American Group (1) | 2025 | 510,577 | — | 750,000 | — | — | 9,775 | 1,270,352 | | Harrison R. Bane Former President, National Group (2) | 2025 | 466,346 | — | 1,025,000 | — | — | 9,049 | 1,500,395 | | | 2024 | 545,000 | — | 1,095,000 | 125,000 | — | 11,350 | 1,776,350 | | | 2023 | 500,000 | 100,000(3) | 800,000 | 186,875 | — | 4,029 | 1,590,904 |

  22. Summary Compensation Table

    _______ (1)Mr. Webb was not a named executive officer until 2025. Therefore, in accordance with SEC rules, his compensation is only disclosed for the year ended December 31, 2025. (2)Mr. Bane served as our President, National Group until October 3, 2025. (3)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. (4)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 $23.80 per share (for awards granted in 2025), $31.18 per share (for awards granted in 2024) and $32.86 per share (for awards granted in 2023), except that the PSU awards granted to Mr. Bane on September 1, 2024 had a grant date fair value of $31.95 per share. Assuming that the maximum performance goals are attained for the PSUs granted in 2025, 2024 and 2023, the aggregate grant date fair value of the PSUs would have been:

  23. Summary Compensation Table

    | Name | 2025 PSU Awards | 2024 PSU Awards | 2023 PSU Awards | | J. Eric Evans | $10,800,000 | $8,712,000 | $6,600,000 | | David T. Doherty | 4,320,000 | 3,960,000 | 2,100,000 | | Jennifer B. Baldock | 3,240,000 | 2,970,000 | 1,800,000 | | Marissa A. Brittenham | 1,296,000 | 1,188,000 | 750,000 | | W. Trent Webb | 1,620,000 | N/A | N/A | | Harrison R. Bane | 2,214,000 | 1,782,000 | 1,200,000 |

  24. 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, 2025, 2024 and 2023. (5)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 at the time would be settled with time-based restricted stock awards. The number of shares 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 vested in full on the first anniversary of the grant date. (6)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. (7)Reflects the items set forth in the table below, as applicable to each NEO:

  25. Summary Compensation Table

    | Name | Year | Company 401(k) match contributions (a) | Company contributions under the NQDC and SERP | Other (b) | Total | | J. Eric Evans | 2025 | $10,500 | $10,842 | $1,000 | $22,342 | | | 2024 | 10,350 | — | 1,000 | 11,350 | | | 2023 | 6,600 | — | 1,000 | 7,600 | | David T. Doherty | 2025 | 10,500 | — | — | 10,500 | | | 2024 | 10,350 | — | — | 10,350 | | | 2023 | 6,600 | — | — | 6,600 | | Jennifer B. Baldock | 2025 | 10,500 | 12,000 | 1,000 | 23,500 | | | 2024 | 10,350 | 11,600 | 1,000 | 22,950 | | | 2023 | 6,600 | 10,700 | 1,000 | 18,300 | | Marissa A. Brittenham | 2025 | 10,500 | — | 500 | 11,000 | | | 2024 | 10,350 | — | 500 | 10,850 | | | 2023 | 6,600 | — | 500 | 7,100 | | W. Trent Webb | 2025 | 8,875 | — | 900 | 9,775 | | Harrison R. Bane | 2025 | 8,132 | — | 917 | 9,049 | | | 2024 | 10,350 | — | 1,000 | 11,350 | | | 2023 | 3,029 | — | 1,000 | 4,029 |

  26. 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 cell phone reimbursement and Company contributions to the NEOs' health savings accounts for the applicable year.

  27. 2025 Grants of Plan-Based Awards

    2025 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, 2025.

  28. 2025 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) | 3/4/25 | — | — | — | — | — | — | 84,033 | 2,000,000 (5) | | | Restricted Stock (3) | 3/4/25 | — | — | — | — | — | — | 29,411 | 700,000 | | | PSUs (4) | 3/4/25 | — | — | — | 126,050 | 252,100 | 378,150 | — | 3,000,000 (6) | | David T. Doherty | Cash Incentive | — | 167,500 | 670,000 | 1,340,000 | — | — | — | — | — | | | Restricted Stock (2) | 3/4/25 | — | — | — | — | — | — | 33,613 | 800,000 (5) | | | Restricted Stock (3) | 3/4/25 | — | — | — | — | — | — | 15,126 | 360,000 | | | PSUs (4) | 3/4/25 | — | — | — | 50,420 | 100,840 | 151,260 | — | 1,200,000 (6) | | Jennifer B. Baldock | Cash Incentive | — | 154,500 | 618,000 | 1,236,000 | — | — | — | — | — | | | Restricted Stock (2) | 3/4/25 | — | — | — | — | — | — | 25,210 | 600,000 (5) | | | Restricted Stock (3) | 3/4/25 | — | — | — | — | — | — | 14,285 | 340,000 | | | PSUs (4) | 3/4/25 | — | — | — | 37,815 | 75,630 | 113,445 | — | 900,000 (6) | | Marissa A. Brittenham | Cash Incentive | — | 90,125 | 360,500 | 721,000 | — | — | — | — | — | | | Restricted Stock (2) | 3/4/25 | — | — | — | — | — | — | 10,084 | 240,000 (5) | | | Restricted Stock (3) | 3/4/25 | — | — | — | — | — | — | 6,302 | 150,000 | | | PSUs (4) | 3/4/25 | — | — | — | 15,126 | 30,252 | 45,378 | — | 360,000 (6) | | W. Trent Webb | Cash Incentive | — | 78,750 | 315,000 | 630,000 | — | — | — | — | — | | | Restricted Stock (2) | 3/4/25 | — | — | — | — | — | — | 12,605 | 300,000 (5) | | | Restricted Stock (3) | 3/4/25 | — | — | — | — | — | — | 3,781 | 90,000 | | | PSUs (4) | 3/4/25 | — | — | — | 18,907 | 37,814 | 56,721 | — | 450,000(6) | | Harrison R. Bane | Cash Incentive | — | 105,000 | 420,000 | 840,000 | — | — | — | — | — | | | Restricted Stock (2) | 3/4/25 | — | — | — | — | — | — | 17,226 | 410,000 (5) | | | Restricted Stock (3) | 3/4/25 | — | — | — | — | — | — | 6,302 | 150,000 | | | PSUs (4) | 3/4/25 | — | — | — | 25,840 | 51,680 | 77,520 | — | 615,000 (6) |

  29. 2025 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 2025, 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%, Ms. Brittenham - 70%, Mr. Webb - 60% and Mr. Bane - 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 - 2025 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 awards of time-based restricted stock granted in lieu of making the full cash incentive payment earned by each of the NEOs in 2024 under the Cash Incentive Plan. The number of shares issued was based on the price of our common stock on the date of grant. The value of these awards is included in the 2024 “Stock Awards” column in the Summary Compensation Table. Each restricted stock award will vest in full on the first anniversary 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). (4)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 - 2025 Annual Awards." (5)Reflects the aggregate grant date fair value of time-based restricted stock awards granted to our NEOs in 2025, 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. (6)Reflects the aggregate grant date fair value of PSUs granted to NEOs in 2025, 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.

  30. Narrative Disclosure to Summary Compensation Table and 2025 Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and 2025 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 2025, 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 2025, 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 2025, 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. Marissa A. Brittenham. Pursuant to Ms. Brittenham'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. Brittenham’s base salary and bonus eligibility in 2025, 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. W. Trent Webb. Pursuant to Mr. Webb’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 Mr. Webb’s base salary and bonus eligibility in 2025, please see "Compensation Discussion and Analysis." Mr. Webb 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. Webb 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 in effect prior to his resignation effective October 3, 2025, 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. Bane's base salary and bonus eligibility in 2025, please see "Compensation Discussion and Analysis." Mr. Bane was eligible to participate in our employee benefit plans, as in effect during his employment. Mr. Bane resigned as our President, National Group and his employment agreement was terminated effective October 3, 2025. In addition, each of our NEOs received equity grants under the 2025 Incentive Plan and 2015 Incentive Plan, as described in "Short-Term Incentive Awards" and "Long-Term Incentive Awards" in the "Compensation Discussion and Analysis" section above.

  31. 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, 2025.

  32. 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 (16) | 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 (16) | | J. Eric Evans | 483,500 (1) | — | $11.54 | 4/1/2029 | — | — | — | — | | | — | — | — | — | 22,318 (3) | 344,813 | — | — | | | — | — | — | — | 37,631 (4) | 581,399 | — | — | | | — | — | — | — | 84,033 (8) | 1,298,310 | — | — | | | — | — | — | — | 29,411 (9) | 454,400 | — | — | | | — | — | — | — | — | — | 66,950 (12) | 1,034,378 | | | — | — | — | — | — | — | 84,669 (13) | 1,308,136 | | | — | — | — | — | — | — | 126,050 (14) | 1,947,473 | | David T. Doherty | — | — | — | — | 7,101 (3) | 109,710 | — | — | | | — | — | — | — | 30,432 (5) | 470,174 | — | — | | | — | — | — | — | 17,105 (4) | 264,272 | — | — | | | — | — | — | — | 33,613 (8) | 519,321 | — | — | | | — | — | — | — | 15,126 (9) | 233,697 | — | — | | | — | — | — | — | — | — | 21,302 (12) | 329,116 | | | — | — | — | — | — | — | 38,486 (13) | 594,609 | | | — | — | — | — | — | — | 50,420 (14) | 778,989 | | Jennifer B. Baldock | 199,500 (2) | — | 13.42 | 3/15/2029 | — | — | — | — | | | — | — | — | — | 6,087 (3) | 94,044 | — | — | | | — | — | — | — | 22,824 (5) | 352,631 | — | — | | | — | — | — | — | 12,829 (4) | 198,208 | — | — | | | — | — | — | — | 25,210 (8) | 389,495 | — | — | | | — | — | — | — | 14,285 (9) | 220,703 | — | — | | | — | — | — | — | — | — | 18,259 (12) | 282,102 | | | — | — | — | — | — | — | 28,864 (13) | 445,949 | | | — | — | — | — | — | — | 37,815 (14) | 584,242 | | Marissa A. Brittenham | — | — | — | — | 2,537 (3) | 39,197 | — | — | | | — | — | — | — | 15,216 (5) | 235,087 | — | — | | | — | — | — | — | 1,443 (6) | 22,294 | — | — | | | — | — | — | — | 5,132 (4) | 79,289 | — | — | | | — | — | — | — | 10,084 (8) | 155,798 | — | — | | | — | — | — | — | 6,302 (9) | 97,366 | — | — | | | — | — | — | — | — | — | 7,608 (12) | 117,544 | | | — | — | — | — | — | — | 11,545 (13) | 178,370 | | | — | — | — | — | — | — | 15,126 (14) | 233,697 | | W. Trent Webb | — | — | — | — | 1,015 (3) | 15,682 | — | — | | | — | — | — | — | 1,522 (10) | 23,515 | — | — | | | — | — | — | — | 561 (6) | 8,667 | — | — | | | — | — | — | — | 2,139 (4) | 33,048 | — | — | | | — | — | — | — | 3,207 (11) | 49,548 | — | — | | | — | — | — | — | 1,252 (7) | 19,343 | — | — | | | — | — | — | — | 12,605 (8) | 194,747 | — | — | | | — | — | — | — | 3,781 (9) | 58,416 | — | — | | | — | — | — | — | — | — | 2,816 (15) | 43,507 | | | — | — | — | — | — | — | 18,907 (14) | 292,113 |

  33. 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 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. (4)Represents remaining two-thirds of 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. (5)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. (6)Represents remaining one-half of 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. (7)Represents remaining two-thirds of 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. (8)Represents restricted stock awards granted on March 4, 2025, 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 March 4, 2025, which are subject to a one-time cliff vesting on the first anniversary of the date of grant, generally subject to continued employment through the vesting date. (10)Represents remaining one-half of PSUs granted on March 2, 2023 and certified by the Board on February 28, 2024, of which one-half of the original award vests upon the first and second anniversaries of the date of certification, generally subject to continued employment through each vesting date. (11)Represents PSUs granted on February 28, 2024 and certified by the Board on January 31, 2025, of which one-half of the original award vests upon the first and second anniversaries of the date of certification, generally subject to continued employment through each vesting date. (12)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. As of December 31, 2025, the performance criteria was not met. (13)Represents PSUs granted (at target) on February 28, 2024, which vest on the third anniversary of the grant date if certain performance criterion is achieved during the three-year period. As of December 31, 2025, the performance criteria is not likely to be met. (14)Represents PSUs granted (at target) on March 4, 2025, which vest as set forth in the section titled "Compensation Discussion and Analysis - Elements of Named Executive Officer Compensation - Long-Term Incentive Awards - 2025 Annual Awards." (15)Represents PSUs granted (at target) on September 1, 2024, which vest on the third anniversary of the grant date if certain performance criterion is achieved during the three-year period. As of December 31, 2025, the performance criteria is not likely to be met. (16)Based on the closing price of a share of our common stock on December 31, 2025 of $15.45, except as otherwise indicated.

  34. 2025 Stock Vested

    2025 Stock Vested The following table sets forth information regarding stock awards that vested for our NEOs during the year ended December 31, 2025.

  35. 2025 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting | | J. Eric Evans | 111,048 (1) | $2,859,486 | | | 12,339 (2) | 291,941 | | | 22,316 (3) | 537,369 | | | 18,815 (4) | 463,225 | | David T. Doherty | 26,784 (5) | 689,688 | | | 4,464 (6) | 113,787 | | | 7,101 (3) | 170,992 | | | 8,552 (4) | 210,550 | | Jennifer B. Baldock | 22,209 (1) | 571,882 | | | 2,468 (2) | 58,393 | | | 6,086 (3) | 146,551 | | | 6,414 (4) | 157,913 |

  36. 2025 Stock Vested

    | Marissa A. Brittenham | 25,110 (5) | 646,583 | | | 3,534 (6) | 90,082 | | | 2,536 (3) | 61,067 | | | 1,443 (9) | 35,527 | | | 2,565 (4) | 63,150 | | W. Trent Webb | 856 (11) | 22,042 | | | 571 (12) | 13,510 | | | 1,014 (13) | 24,417 | | | 1,521 (14) | 37,447 | | | 3,043 (15) | 73,275 | | | 561 (9) | 13,812 | | | 1,068 (4) | 26,294 | | | 625 (10) | 15,388 | | Harrison R. Bane | 115,116 (7) | 2,964,237 | | | 12,791 (8) | 290,228 | | | 4,057 (3) | 97,693 | | | 721 (9) | 17,751 | | | 3,420 (4) | 84,200 | | | 416 (10) | 10,242 |

  37. 2025 Stock Vested

    (1)Represents PSUs granted on March 11, 2022 that became earned and immediately vested as of January 31, 2025. The PSUs were earned at 300% of the original award value. The closing price per share of our common stock on January 30, 2025 (the last trading date prior to the vesting date) was $25.75. (2)Represents one-third of the award of restricted stock granted on March 11, 2022 that vested on March 11, 2025. The closing price per share of our common stock on March 10, 2025 (the last trading date prior to the vesting date) was $23.66. (3)Represents one-third of the award of restricted stock granted on March 2, 2023 that vested on March 2, 2025. The closing price per share of our common stock on February 28, 2025 (the last trading date prior to the vesting date) was $24.08. (4)Represents one-third of the award of restricted stock granted on February 28, 2024 that vested on February 28, 2025. The closing price per share of our common stock on February 27, 2025 (the last trading date prior to the vesting date) was $24.62. (5)Represents PSUs granted on February 1, 2022 that became earned and immediately vested as of January 31, 2025. The PSUs were earned at 300% of the original award value. The closing price per share of our common stock on January 30, 2025 (the last trading date prior to the vesting date) was $25.75. (6)Represents one-third of the award of restricted stock granted on February 1, 2022 that vested on February 1, 2025. The closing price per share of our common stock on January 31, 2025 (the last trading date prior to the vesting date) was $25.49. (7)Represents PSUs granted on September 1, 2022 that became earned and immediately vested as of January 31, 2025. The PSUs were earned at 300% of the original award value. The closing price per share of our common stock on January 30, 2025 (the last trading date prior to the vesting date) was $25.75. (8)Represents one-third of the award of restricted stock granted on September 1, 2022 that vested on September 1, 2025. The closing price per share of our common stock on August 29, 2025 (the last trading date prior to the vesting date) was $22.69. (9)Represents one-half of the award of restricted stock granted on February 28, 2024 that vested on February 28, 2025. The closing price per share of our common stock on February 27, 2025 (the last trading date prior to the vesting date) was $24.62. (10)Represents one-third of the award of restricted stock granted on September 1, 2024 that vested on February 28, 2025. The closing price per share of our common stock on February 27, 2025 (the last trading date prior to the vesting date) was $24.62. (11)Represents PSUs granted on March 11, 2022 that became earned as of January 31, 2023, and of which one-half vested on January 31, 2025. The closing price per share of our common stock on January 30, 2025 (the last trading date prior to the vesting date) was $25.75. (12)Represents one-third of the award of restricted stock granted on March 11, 2022 that vested on March 11, 2025. The closing price per share of our common stock on March 10, 2025 (the last trading date prior to the vesting date) was $23.66. (13)Represents one-third of the award of restricted stock granted on March 2, 2023 that vested on March 2, 2025. The closing price per share of our common stock on February 28, 2025 (the last trading date prior to the vesting date) was $24.08. (14)Represents PSUs granted on March 2, 2023 that became earned as of February 28, 2024, and of which one-half vested on February 28, 2025. The closing price per share of our common stock on February 27, 2025 (the last trading date prior to the vesting date) was $24.62. (15)Represents the award of restricted stock granted on March 2, 2023 that vested on March 2, 2025. The closing price per share of our common stock on February 28, 2025 (the last trading date prior to the vesting date) was $24.08.

  38. 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, 2025.

  39. 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 | $83,423 | $10,842 | $11,520 | $— | $125,023 | | David T. Doherty | — | — | — | — | — | | Jennifer B. Baldock | 12,291 | 12,000 | 45,556 | — | 372,087 | | Marissa A. Brittenham | — | — | — | — | — | | W. Trent Webb | — | — | — | — | — | | Harrison R. Bane | — | — | — | — | — |

  40. Nonqualified Deferred Compensation

    (1)Reflects contributions by the NEOs to the nonqualified deferred compensation plans during 2025. (2)Reflects Company contributions to the nonqualified deferred compensation plans on behalf of the NEOs during 2025. (3)Reflects aggregate earnings accrued on the accounts of the NEOs during 2025. Mr. Evans and Ms. Baldock participate in 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 previously participated in 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 were permitted to defer up to 25% of their annual base salary and up to 50% of their bonus each year. Symbion made 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 was subject to forfeiture for one year following the contribution. Symbion did not provide above-market or preferential earnings on deferred compensation. During 2025, the SERP was discontinued.

  41. 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 2025 As described above under the heading "Executive Compensation - Narrative Disclosure to Summary Compensation Table and 2025 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, 2025. 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 Mr. Doherty, Ms. Baldock’s, Ms. Brittenham's or Mr. Webb'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. Bane resigned as our President, National Group and his employment agreement was terminated effective October 3, 2025. For a description of the payments and benefits Mr. Bane may have been entitled to in connection with his retirement, see "- Narrative Disclosure to Summary Compensation Table and 2025 Grants of Plan-Based Awards Table" above. Other Equity-Related Severance and Change of Control Benefits

  42. 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 2025: •Total annual compensation for Mr. Evans: $6,083,862 •Median annual total compensation of all employees (other than Chief Executive Officer): $54,477 •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): 112:1 In determining the median employee, we chose December 31, 2025 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 2025. Our total employee population as of December 31, 2025 was approximately 16,000. After we identified our median employee, we measured the annual total compensation under SEC rules using: base salary earned in 2025, annual cash bonus earned for the 2025 performance year, the grant date value of any equity awards he or she received in 2025, and the 401(k) match provided by the Company in 2025, in each case, to the extent applicable. Pay was annualized for permanent employees not employed for a full year in 2025. 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.

  43. 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 2025, 2024, 2023, 2022 and 2021:

  44. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Comp. Table Total for CEO (1) | Comp. Actually Paid to CEO (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) | | 2025 | $6,083,862 | $1,200,536 | $1,750,822 | $460,154 | $53.26 | $103.28 | $98.9 | $526.2 | | 2024 | 6,461,203 | 3,271,752 | 2,309,915 | 1,326,577 | 72.97 | 114.17 | 12.5 | 508.2 | | 2023 | 6,457,600 | 7,260,168 | 2,473,172 | 2,646,951 | 110.27 | 126.93 | 135.3 | 438.1 | | 2022 | 6,092,825 | (3,342,023) | 1,670,372 | (1,192,139) | 96.04 | 132.08 | 87.0 | 380.2 | | 2021 | 4,307,123 | 14,217,126 | 1,541,025 | 6,060,779 | 184.11 | 130.55 | 70.7 | 339.6 |

  45. Pay Versus Performance

    (1)Reflects compensation amounts reported in the Summary Compensation Table for our CEO. (2)“Compensation Actually Paid to CEO” in each of 2025, 2024, 2023, 2022 and 2021 reflects the respective Summary Compensation Table total adjusted as set forth in the table below, as determined in accordance with SEC rules.

  46. Pay Versus Performance

    | Year | 2021 | 2022 | 2023 | 2024 | 2025 | | Summary Compensation Table Total | $4,307,123 | $6,092,825 | $6,457,600 | $6,461,203 | $6,083,862 | | Less: Equity Award Amounts Reported in Summary Compensation Table | (2,500,000) | (4,645,000) | (4,400,000) | (5,100,000) | (5,000,000) | | Add: Fair Value of Current Year Equity Awards Outstanding/Unvested at Year End | 3,175,972 | 2,062,532 | 4,283,461 | 2,987,405 | 3,245,782 | | Add: Fair Value of Equity Awards to be Issued in Lieu of Cash Incentive Payments Earned in the Current Year | — | 645,000 | — | 700,000 | — | | Change in Value of Prior Years’ Awards Outstanding/Unvested at Year End | 8,437,390 | (3,285,321) | 336,661 | (1,741,360) | (1,455,769) | | Change in Value of Prior Years’ Awards That Vested in the Year | 4,620,973 | (4,212,059) | 582,446 | (35,496) | 669,175 | | 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) | — | — | — | (2,342,514) | | Compensation Actually Paid | $14,217,126 | $(3,342,023) | $7,260,168 | $3,271,752 | $1,200,536 |

  47. 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 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: 2025: David T. Doherty, Jennifer B. Baldock, Marissa A. Brittenham, W. Trent Webb, Harrison R. Bane 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 (4)“Average Compensation Actually Paid to non-CEO NEOs” in each of 2025, 2024, 2023, 2022 and 2021 reflects the respective average Summary Compensation Table total adjusted as set forth in the table below, as determined in accordance with SEC rules.

  48. Pay Versus Performance

    | Year | 2021 | 2022 | 2023 | 2024 | 2025 | | Summary Compensation Table Total | $1,541,025 | $1,670,372 | $2,473,172 | $2,309,915 | $1,750,822 | | Less: Equity Award Amounts Reported in Summary Compensation Table | (661,875) | (1,020,000) | (1,537,500) | (1,275,000) | (1,175,000) | | Add: Fair Value of Current Year Equity Awards Outstanding/Unvested at Year End | 840,847 | 768,546 | 1,496,764 | 644,330 | 629,680 | | 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 | — | — | — | 166,667 | — | | Change in Value of Prior Years’ Awards Outstanding/Unvested at Year End | 3,008,559 | (502,425) | 81,948 | (521,304) | (362,582) | | Change in Value of Prior Years’ Awards That Vested in the Year | 1,714,650 | (401,924) | 132,567 | (10,257) | 219,367 | | Less: Fair Value of Prior Years' Awards Forfeited in the Year | — | (1,706,708) | — | (42,419) | (203,894) | | Less: Fair Value of Prior Years' Awards Failing to Meet Vesting Conditions | (382,427) | — | — | — | (398,239) | | Compensation Actually Paid | $6,060,779 | $(1,192,139) | $2,646,951 | $1,326,577 | $460,154 |

  49. 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 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 •Cash Flow

  50. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth information concerning the compensation earned by our directors for the year ended December 31, 2025.

  51. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(4) | Stock Awards(5) | Total | | Wayne S. DeVeydt (1) | $125,000 | $— | $125,000 | | Brent Turner | 305,000 | 160,000 | 465,000 | | Teresa DeLuca, M.D. | 270,000 | 160,000 | 430,000 | | John A. Deane | 250,000 | 160,000 | 410,000 | | Clifford G. Adlerz | 100,000 | 160,000 | 260,000 | | Devin O'Reilly (2) | — | — | — | | Andrew T. Kaplan (2) | — | — | — | | Laura Forese | 250,000 | 160,000 | 410,000 | | Patricia A. Maryland, Dr.PH (3) | 225,000 | 160,000 | 385,000 | | Blair E. Hendrix | 185,000 | 160,000 | 345,000 |

  52. DIRECTOR COMPENSATION

    _______ (1)Amounts reflect compensation earned by Mr. DeVeydt prior to his resignation from the Board effective August 4, 2025. (2)Messrs. O'Reilly and Kaplan did not receive compensation for their service on the Board because they are associated with Bain Capital. (3)Amounts reflect compensation earned by Dr. Maryland prior to her death on October 24, 2025. (4)Amounts include payments related to special committee meetings during the first half of 2025. (5)Amounts reflect the aggregate grant date fair value of restricted stock awards granted on June 10, 2025, 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, 2025. As of December 31, 2025, each of Dr. DeLuca and Messrs. Adlerz, Deane, Forese, Hendrix and Turner held unvested restricted stock awards of 6,861 shares. With respect to 2025, 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. Prior to his resignation on August 4, 2025, 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 2025, Mr. DeVeydt earned a portion of his cash retainer and did not receive a stock award. Mr. Hendrix was appointed as Chairman on August 4, 2025 and was eligible to receive an annual cash retainer payment of $130,000. 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 Governance Committee is entitled to an additional cash retainer payment of $20,000.