Blair Hendrix
Surgery PartnersAbout Blair E. Hendrix
Blair E. Hendrix, 60, has served on Surgery Partners’ Board since May 2021 and is currently an independent Class III director with a term ending in 2027 . He was a Partner at Bain Capital Private Equity from 2000 to 2024 and now serves as a Senior Advisor; he previously co-founded DigiTrace Care Services (now SleepMed) and held EVP/COO roles, and earlier worked at Corporate Decisions, Inc. (now Oliver Wyman) . He holds an A.B. from Brown University and is designated by the Board as independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain Capital Private Equity | Partner | 2000–2024 | Led/served on numerous healthcare-focused boards within Bain portfolio |
| Bain Capital Private Equity | Senior Advisor | 2024–present | Ongoing advisory role |
| DigiTrace Care Services (now SleepMed) | Co-founder; EVP/COO | Not disclosed | Operating leadership in healthcare services |
| Corporate Decisions, Inc. (now Oliver Wyman) | Consultant | Not disclosed | Healthcare-focused management consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| US Renal Care | Director | Since 2019 | Private company |
| Merchants Fleet | Director | Since 2024 | Private company |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; member list includes Patricia A. Maryland, Dr.PH and Devin O’Reilly (independent) .
- Independence: Board determined Hendrix is independent under Nasdaq rules .
- Attendance and engagement: Board met 13 times in 2024; no current director attended fewer than 75% of aggregate Board/committee meetings during their service in 2024 .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | $30,000 | Began receiving a cash retainer upon retirement from Bain in 2024 |
| 2024 Stock Awards | $0 | — |
| 2024 Total | $30,000 | — |
Director compensation structure (2024):
- Standard non-employee director retainer: $100,000 cash .
- Annual equity grant (restricted stock): $160,000 grant date fair value; vests in full after one year .
- Committee chair fees: Audit $25,000; Compensation $20,000; Compliance & Ethics $20,000; Nominating & Corporate Governance $20,000 .
Performance Compensation
| Component | Structure | Metrics/Vesting |
|---|---|---|
| Director equity | Restricted stock, $160,000 grant date fair value annually | Vests 100% on first anniversary; no performance metrics |
| Ownership guidelines | Non-employee directors to hold shares equal to 5x annual retainer | Company reports all non-employee directors (other than Bain-associated directors) met the guidelines as of 3/31/2025, except Dr. Maryland and Dr. Forese |
| Clawback policy | Executive Compensation Recovery Policy administered by the Compensation Committee | Applies to executive incentive-based compensation; governance signal of accountability |
Other Directorships & Interlocks
- Large shareholder influence: Bain Capital Investors owns ~39.0% of SGRY (49,946,972 shares as of 3/31/2025) .
- Board composition includes Bain-affiliated directors (Devin O’Reilly and Andrew Kaplan); Hendrix retired from Bain in 2024 and now receives standard director fees .
- Related person safeguards: Audit Committee reviews/approves related person transactions; SGRY maintains an Amended and Restated Registration Rights Agreement with Bain Capital (as amended in connection with a 2022 private placement) .
Expertise & Qualifications
- Private equity and healthcare services operator with board experience across numerous Bain Capital portfolio companies .
- Co-founder and operating executive experience (DigiTrace/SleepMed), plus healthcare consulting background (Oliver Wyman) .
- Academic credentials: A.B., Brown University .
Equity Ownership
| As of Date | Shares Beneficially Owned | Ownership % |
|---|---|---|
| March 31, 2025 | — (no shares reported in table) | — |
Additional alignment signals:
- Hedging prohibited for directors under the Company’s Insider Trading Policy .
- Stock ownership guidelines in place for directors (5x annual retainer), with compliance status disclosed at the Board level (see Performance Compensation) .
Insider Trades
| Filing Date | Transaction Date | Form | Summary | Source |
|---|---|---|---|---|
| June 12, 2025 | June 10, 2025 | Form 4 | Director reporting transaction; see filing for details | |
| December 21, 2023 | December 19, 2023 | Form 4 (PDF) | Transactions by Bain-affiliated entities; Hendrix disclaimed beneficial ownership except to extent of pecuniary interest |
Governance Assessment
- Strengths: Independent director and Governance Committee chair with deep healthcare and PE experience; Board-level independence confirmed; robust meeting cadence with strong attendance; director ownership guidelines in place and largely met; hedging prohibited; related party transactions overseen by Audit Committee; strong 2024 say-on-pay support (~95%) signaling investor confidence .
- Watch items / potential conflicts: Bain Capital remains a 39% holder and has two Bain partners on the Board; Hendrix’s recent transition from Bain to independent status may merit continued monitoring for perceived influence, though Board independence determinations explicitly include Hendrix as independent under Nasdaq rules; registration rights provide ongoing liquidity mechanics for Bain .
- Director pay signals: Hendrix only began receiving fees upon retirement from Bain in 2024 (cash $30k; no 2024 equity reported); standard director package includes meaningful annual equity ($160k) and committee chair retainers that promote alignment .
Additional reference disclosures:
- Compensation Committee independence and use of independent advisor (FW Cook); no interlocks/insider participation .
- No delinquent Section 16 reports for 2024 among directors/executives/10% holders, indicating procedural compliance .