David Doherty
Surgery PartnersAbout David Doherty
David T. Doherty is Executive Vice President and Chief Financial Officer of Surgery Partners, Inc. (SGRY) since February 1, 2022; he joined the company in 2018 as SVP of Corporate Finance and Controller after senior finance roles at Aetna, earning his CPA at Arthur Andersen and a B.S. in Accounting from the University of Connecticut . Under his finance leadership, SGRY’s revenues grew from $2,539.3M (2022) to $2,743.3M (2023) and $3,114.3M (2024); Adjusted EBITDA rose from $380.2M (2022) to $438.1M (2023) and $508.2M (2024), driven by same-facility growth and acquisitions . The company recorded net loss attributable to SGRY of $(54.6)M (2022), $(11.9)M (2023), and $(168.1)M (2024), reflecting portfolio activities, transaction costs, interest and tax effects .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Surgery Partners, Inc. | EVP & CFO | Feb 1, 2022–present | Led finance through revenue/EBITDA growth and active M&A program |
| Surgery Partners, Inc. | SVP Corporate Finance & Controller | 2018–Jan 2022 | Built internal finance, planning and control capabilities |
| Aetna Inc. | Senior finance leadership roles incl. internal audit lead, planning & risk, assistant controller | — | Oversaw audit, risk and planning functions at a Fortune 100 health insurer |
| Arthur Andersen LLP | CPA (earned while employed) | — | Foundational technical accounting training |
External Roles
- No external directorships or committee roles disclosed in SGRY’s proxy biographies for Doherty .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (set by Comp Committee) | $515,000 | $580,000 | $650,000 |
| Target Bonus % of Salary | 75% (per employment agreement) | 85% | 100% |
| Actual Cash Incentive Paid (Non-Equity Incentive Plan) | $274,238 | $345,000 | $225,000 |
| Special/Discretionary Bonuses | $250,000 (2022 equity offering) | $200,000 (transaction bonus) | — |
Performance Compensation
| Year | Incentive Type | Metric(s) | Weighting | Threshold / Target / Max | Target Award (USD) | Actual Payout (USD) | Vesting/Notes |
|---|---|---|---|---|---|---|---|
| 2023 | Annual Cash | Adjusted EBITDA | 100% (Doherty) | $399.0M / $420.0M / $436.8M; 25%/100%/200% payout slope | $493,000 (85% of $580k) | $345,000 | Paid post-year end under Cash Incentive Plan |
| 2024 | Annual Cash | Adjusted EBITDA / Net Revenue / Free Cash Flow | 70% / 15% / 15% | $484.5M / $510.0M / $530.4M; $2,909.9M / $3,063.0M / $3,185.5M; $142.5M / $150.0M / $156.0M; each 25%–200% payout | $650,000 (100% of $650k) | $225,000 | Paid post-year end; targets subject to M&A adjustments |
| 2023 | Long-Term Equity | RSUs (time-based) | — | — | $1,700,000 total RSU FV (1,000,000 + 700,000) | — | 1/3 vest annually on 3/2/24, 3/2/25, 3/2/26 |
| 2023 | Long-Term Equity | PSUs (3-year cliff) | — | Shares: 21,302 at threshold/target/max 21,302/42,604/63,906 | $700,000 PSU FV | — | Earn based on 3-year performance; cliff vest |
| 2024 | Long-Term Equity | RSUs (time-based) | — | — | $800,000 RSU FV (25,657 shrs) | — | 1/3 vest annually on 2/28/25, 2/28/26, 2/28/27 |
| 2024 | Long-Term Equity | PSUs (3-year cliff) | — | Shares: 38,486 at threshold/target/max 38,486/76,972/127,004 | $1,200,000 PSU FV | — | Earn based on 3-year performance; cliff vest |
Equity Ownership & Alignment
| Item | 2024 Proxy (as of Mar 30, 2024) | 2025 Proxy (as of Mar 31, 2025) |
|---|---|---|
| Beneficially owned shares | 95,719 | 150,868 |
| Shares outstanding | 127,101,670 | 128,192,739 |
| Ownership % of outstanding | ~0.08% (95,719 / 127,101,670) | ~0.12% (150,868 / 128,192,739) |
| Stock ownership guideline | 3× current base salary for NEOs | 3× current base salary for NEOs |
| Compliance status | All NEOs met guidelines except Ms. Brittenham and Dr. Maryland | All NEOs met guidelines except Dr. Maryland and Dr. Forese |
| Hedging policy | Hedging prohibited (options, swaps, collars, etc.) | Hedging prohibited |
| Pledging policy disclosure | Not specifically disclosed; no pledging noted in proxy | Not specifically disclosed; no pledging noted in proxy |
Outstanding equity awards (as of Dec 31, 2024):
| Award Type | Unvested/Unearned Shares | Market/Payout Value (USD) |
|---|---|---|
| RSU (granted 2/1/2022) | 4,464 | $94,503 |
| RSU (granted 3/11/2022 / footnote 6) | 14,202 | $300,656 |
| RSU (granted 3/2/2023) | 30,432 | $644,245 |
| RSU (granted 2/28/2024) | 25,657 | $543,159 |
| PSU (earned/unearned) tranche | 8,928 | $189,006 |
| PSU (earned/unearned) tranche | 21,302 | $450,963 |
| PSU (earned/unearned) tranche | 38,486 | $814,749 |
- RSUs vest in three equal annual installments on grant anniversaries, contingent on continued employment .
- PSUs vest on a 3-year cliff based on Company performance objectives; post-2021 grants include provisions for pro-rata/earned PSUs upon certain terminations .
Employment Terms
- Employment agreement: Provides base salary and target bonus (75% in prior agreement; increased to 85% for 2023 and 100% for 2024 per program design) with eligibility for benefits and equity awards .
- Restrictive covenants: Non-compete for one year post-termination; non-solicitation for two years .
- Severance and change-in-control:
- Cash severance: 12 months base salary continuation + target bonus; lump-sum if termination within 12 months following a change in control .
- Health benefits: 12 months of Company-paid health/welfare coverage .
- Equity acceleration: Time-based RSUs and earned PSUs accelerate to the next vest date upon termination without cause/for good reason; death/disability accelerates time-based RSUs; change-in-control provisions include double-trigger acceleration and vesting rules for PSUs granted after 12/31/2021 .
Potential payments (as of Dec 31, 2024):
| Scenario | Cash Severance | Health Benefits | Equity Acceleration/Payout |
|---|---|---|---|
| Death/Disability | — | — | $1,582,563 |
| Termination Without Cause / Resignation for Good Reason | $1,300,000 | $23,349 | $425,884 (certain awards) |
| Same, in connection with a Change in Control | $1,300,000 | $23,349 | $3,022,448 |
Compensation Structure Analysis
- Cash vs equity mix: Doherty’s stock awards increased from $1,000,000 (2022) to $2,400,000 (2023) and were $2,360,000 in 2024, with annual cash incentive payments of $274,238 (2022), $345,000 (2023), and $225,000 (2024) . The program emphasizes RSUs and PSUs; no options outstanding for Doherty, indicating a shift toward time- and performance-based stock over options .
- Target bonus tightening: Target bonus increased from 75% (agreement) to 85% (2023) and 100% (2024), aligning more pay-at-risk with multi-metric performance (EBITDA, Net Revenue, FCF) .
- Governance and shareholder feedback: Say-on-Pay support ~94% (2023) and ~95% (2024), indicating investor acceptance of pay design .
Investment Implications
- Alignment: Doherty meets stock ownership guidelines (3× salary) and is subject to anti-hedging policies; equity mix favors RSUs/PSUs with explicit performance hurdles across EBITDA, revenue, and FCF, supporting pay-for-performance alignment .
- Retention and selling pressure: Annual RSU vesting around late February/early March (2023: 3/2; 2024: 2/28) can create periodic net-share settlements; however, retention covenants (1-year non-compete, 2-year non-solicit) and severance economics (12 months salary plus target bonus; double-trigger equity acceleration) moderate attrition risk .
- Trading signals: Upcoming vest dates and potential PSU conversions are focal points for monitoring insider transactions and supply; beneficial ownership rose from 95,719 to 150,868 shares YoY (as of proxy dates), indicating increasing personal exposure, though ownership remains <1% of shares outstanding . Continued Adjusted EBITDA/revenue growth momentum is supportive, but non-GAAP adjustments, transaction costs, and tax/interest burdens affect reported net income; watch the Bain Capital proposal backdrop for change-of-control dynamics and equity acceleration outcomes .