🧾 What This Document Is — The Annual "Shareholder Meeting Invitation"

This is a DEF 14A Proxy Statement, which is essentially a formal invitation and information packet for Surgery Partners' annual shareholder meeting. It's sent out so shareholders can vote on key company decisions without having to attend in person.

👉 Why it matters: It tells you what's being voted on, who's running the company, and how much they get paid. It's your annual chance as a shareholder to have a say.

Meeting Details:

• Date: June 5, 2026, at 10:00 a.m. Central Daylight Time.
• Format: Virtual only. You can attend and vote online at www.meetnow.global/MRTVYKW using the 15-digit control number from your proxy card.
• Record Date: You must have owned shares by April 8, 2026, to vote.

🏢 What The Company Does — A Simplified Overview

In simple terms, Surgery Partners (SGRY) is a large operator of outpatient surgical facilities. They own and manage ambulatory surgery centers (ASCs) and short-stay surgical hospitals. Think of them as the company that provides the facilities, equipment, and business support for doctors to perform non-hospital surgeries, like knee arthroscopy or cataract surgery.

👉 Why it matters: They operate in the fast-growing, cost-effective corner of healthcare where surgeries are moving out of expensive hospitals. Their performance is tied to the volume of elective surgeries performed.

🗳️ The 3 Big Questions for Shareholders

You are being asked to vote on three main items. The Board recommends voting "FOR" on all of them.

1. Election of Directors (Proposal 1): You're voting to elect three "Class II" directors to the board: Devin O'Reilly, Brent Turner, and Laura L. Forese, M.D. A "plurality" vote wins, meaning the three with the most "for" votes get the seats.

2. Advisory Vote on Executive Pay (Proposal 2): This is the "Say-on-Pay" vote. It's non-binding, but it lets shareholders signal approval or disapproval of how the top executives are compensated.

3. Ratify the Auditor (Proposal 3): You're asked to confirm the board's choice of Ernst & Young LLP (EY) as the company's independent accounting firm for 2026.

👥 Who Owns and Runs Surgery Partners?

Top Shareholders (as of March 31, 2026):

• Bain Capital Investors, LLC: 38.2% — This is the dominant owner. Bain is a huge private equity firm.
• Janus Henderson Group PLC: 10.0%
• Pentwater Capital Management LP: 7.6%
• King Street Capital Management, L.P.: 7.1%
• The Vanguard Group: 5.7%
• FMR LLC (Fidelity): 5.0%

👉 Why it matters: Bain Capital's nearly 40% stake gives it massive control over the company's direction. Several directors are Bain partners.

Key Executives & Directors:

• CEO: J. Eric Evans (owns ~1.1% of the company)
• Chairman: Blair E. Hendrix (a former Bain Capital partner)
• Other Key People: The board includes healthcare veterans like Dr. Laura Forese (former COO of NewYork-Presbyterian) and Brent Turner (former behavioral healthcare CEO).

⚖️ Corporate Governance — How the Board is Structured

The board uses a "staggered" system with three classes of directors serving overlapping three-year terms. This makes a sudden hostile takeover of the board more difficult.

• Board Committees:
  • Audit Committee: (Chair: Brent Turner) Oversees financial reporting and the auditor.
  • Compensation Committee: (Chair: Devin O'Reilly) Sets executive pay.
  • Governance Committee: (Chair: Blair E. Hendrix) Recommends directors and handles governance rules.
  • Compliance and Ethics Committee.

👉 Why it matters: The committees do the heavy lifting. The Compensation Committee's decisions are detailed later in this document to justify the "Say-on-Pay" vote.

💰 The Paycheck: Executive Compensation Explained

This is the "Compensation Discussion & Analysis" (CD&A). It explains the why behind the big numbers paid to top executives.

Pay Philosophy: The company aims to tie a significant portion of executive pay to company performance (like stock price and financial goals) to align leaders' interests with shareholders.

Key Pay Components for Named Executives (like the CEO):

• Base Salary: The fixed, guaranteed cash pay.
• Annual Cash Bonus: Based on hitting yearly financial and strategic goals. For 2025, the CEO's target bonus was 200% of his base salary.
• Long-Term Equity Awards: This is the big part. Pay is granted in company stock (restricted stock units and performance shares) that vests over multiple years. The performance shares are tied to metrics like Adjusted EBITDA Growth and Revenue Growth over a three-year period.

👉 The Takeaway: The message is: "We only pay our leaders well if the company does well over the long term." The upcoming "Say-on-Pay" vote lets you judge if this plan is working.

🧠 The Analogy — The Staggered Board and the "Poison Pill"

Imagine Surgery Partners is a ship. A staggered board is like having three different watch shifts (Class I, II, III). If someone wants to seize control of the ship, they can't just replace the entire crew at once. They have to win over one shift (one class of directors) at a time over several battles (elections). This gives the current leadership (the "captain" and officers) more time to defend their strategy or find a better deal for the ship and its owners (the shareholders).

🧩 Final Takeaway

This proxy is about shareholders validating the company's leadership and pay structure. The most important signal is the overwhelming influence of Bain Capital, whose representatives sit on the board and will likely vote their large stake in line with management's recommendations. For a small shareholder, your vote is symbolic but contributes to the overall governance dialogue.