Andrew Kaplan

About Andrew Kaplan

Andrew T. Kaplan (age 40 as of March 31, 2025) is a Class III Director of Surgery Partners, Inc. (SGRY), serving since August 2018. He is a Partner at Bain Capital Private Equity and previously worked in investment banking at Goldman Sachs, and co‑founded EngagedHealth, LLC. He holds a B.S. in Economics from The Wharton School (University of Pennsylvania) and an MBA from Harvard Business School .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Kaplan is independent under Nasdaq standards .
• Committee memberships: Compensation, Culture and People Committee (member; Chair is Devin O’Reilly). Committee met six times in 2024 .
• Audit, Governance, Compliance Committees: Not listed as a member; Audit chaired by Brent Turner, Governance chaired by Blair Hendrix, Compliance chaired by Teresa DeLuca .
• Attendance: In 2024, there were 13 Board meetings; no current director attended fewer than 75% of applicable Board and committee meetings .
• Executive sessions: Independent directors meet in regularly scheduled executive sessions .

Fixed Compensation

Notes:

• Standard non‑employee director program: $100,000 cash retainer plus $160,000 restricted stock (1‑year vest); additional cash retainers for committee chairs ($25k Audit; $20k Compensation, Compliance, Governance). Kaplan did not receive these due to Bain association .

Performance Compensation

Other Directorships & Interlocks

• Bain Capital ownership interlock: Bain Capital Investors, LLC beneficially owns ~39.0% of SGRY (49,946,972 shares as of March 31, 2025). Kaplan, as a Bain Partner, may be deemed to share beneficial ownership of shares held by Bain Capital entities (not counted in his individual total in the table) .
• Registration rights: SGRY maintains an Amended and Restated Registration Rights Agreement with Bain Capital affiliates, including extension for shares purchased in a December 22, 2022 private placement; Audit Committee reviews related person transactions under a formal policy .

Expertise & Qualifications

• Finance and healthcare private equity; prior investment banking at Goldman Sachs .
• Operational exposure through board roles at healthcare providers and pharma services (QuVa Pharma, US Renal Care, InnovaCare Health) .
• Education: B.S. in Economics (Wharton), MBA (Harvard) .

Equity Ownership

Stock ownership guidelines:

• Non‑employee directors and the Executive Chairman must hold stock equal to 5× annual retainer; guidelines monitoring excludes “directors associated with Bain Capital” in compliance reporting. As of March 31, 2025, all NEOs and non‑employee directors (other than Bain‑associated directors) met guidelines except Dr. Maryland and Dr. Forese (newer directors) .

Governance Assessment

• Committee assignments, chair roles, and expertise:
  • Kaplan brings healthcare private equity, transaction, and board oversight experience; he serves on the Compensation Committee (not chair), which met six times in 2024, overseeing executive and director compensation policy, equity plan administration, ownership guidelines, and human capital oversight .
• Independence status, attendance, engagement:
  • Board determined independent per Nasdaq; attended ≥75% of Board/committee meetings in 2024, consistent with the company’s director attendance expectations .
• Director compensation mix and ownership alignment:
  • Kaplan receives no director cash or equity due to Bain association; alignment is primarily through Bain’s significant ownership stake (39%), with potential deemed beneficial ownership for Bain Partners, but his individual line shows no direct shares. Bain‑associated directors are excluded from guideline compliance reporting .
• Potential conflicts or related‑party exposure:
  • Bain Capital’s large stake and registration rights create ongoing related‑party dynamics; Audit Committee reviews related person transactions under a formal policy. Kaplan’s Bain affiliation plus his seat on the Compensation Committee may raise perceived influence risks on pay decisions, though the Board has deemed him independent and no compensation committee interlocks involving SGRY executives were disclosed .
• Risk indicators and red flags:
  • RED FLAG: Significant sponsor ownership (Bain at 39%) and registration rights could influence strategic and capital markets decisions; directors associated with Bain do not receive board compensation, and are excluded from guideline compliance reporting—investors should monitor independence and minority shareholder protections .
  • Hedging and pledging: Company policy prohibits hedging transactions by directors; no pledging disclosed for Kaplan .
  • Attendance and say‑on‑pay: Strong say‑on‑pay support (~95% in 2024) suggests investor acceptance of compensation practices; no director attendance issues flagged for 2024 .

Overall, Kaplan’s governance profile blends deep healthcare PE expertise and Compensation Committee service with sponsor‑linked ownership dynamics; investors should view his independence assertion alongside Bain’s rights and influence, and monitor related‑party reviews, compensation decisions, and continued high attendance and engagement .