Devin O'Reilly

About Devin O’Reilly

Devin O’Reilly is an independent Class II director of Surgery Partners, Inc. (SGRY), serving on the Board since August 2017 and previously as Chairman from August 2017 to January 2020; he is a Partner at Bain Capital Private Equity (joined 2005) and earlier was a consultant at Bain & Company; he holds a B.A. from Princeton University and an M.B.A. from The Wharton School at the University of Pennsylvania . He is 50 years old as of March 31, 2025 .

Past Roles

External Roles

Board Governance

• Independence: The Board determined O’Reilly is independent under Nasdaq standards (despite Bain-related beneficial ownership considerations) .
• Committee assignments: Chair of the Compensation, Culture & People Committee; member of the Nominating & Corporate Governance Committee .
• Committee activity: Compensation Committee met 6 times in 2024; Governance Committee met 2 times in 2024 .
• Board activity and attendance: The Board met 13 times in 2024; no current director attended fewer than 75% of applicable meetings .
• Executive sessions: Independent directors meet in regularly scheduled executive sessions .
• Hedging policy: Directors are prohibited from hedging SGRY securities .
• Stock ownership guidelines: Non‑employee directors are expected to hold shares equal to 5x annual retainer; as of March 31, 2025, all non‑employee directors other than Bain Capital–associated directors met the guideline (Bain‑associated directors excluded from that tally) .

Fixed Compensation

• Policy reference: Standard non‑employee director retainer $100,000 cash plus $160,000 in restricted stock; committee chair cash retainers include $20,000 for Compensation Committee Chair. Bain‑associated directors (including O’Reilly) did not receive Board compensation .

Performance Compensation

2024 Cash Incentive Plan Performance Goals (executive plan):

Say‑on‑Pay (advisory) support: 95% approval in 2024 .

Other Directorships & Interlocks

• Compensation committee interlocks and insider participation: The proxy discloses no interlocks; no SGRY executive officer serves on the board or compensation committee of a company having an executive officer serving on SGRY’s Board or Compensation Committee .

Expertise & Qualifications

• Healthcare private equity investor with multi‑board experience across providers and health tech; prior management consulting in PE and healthcare sectors .
• Education: B.A., Princeton University; M.B.A., The Wharton School, University of Pennsylvania .
• Board credentials: Experience investing in and governing healthcare companies cited by SGRY as qualification for Board service .

Equity Ownership

• Stock ownership guidelines: Non‑employee directors have 5x retainer guideline; compliance reported for non‑Bain directors; Bain‑associated directors are excluded from the compliance tally .
• Section 16 compliance: Company states all required Section 16 reports were timely filed for 2024 .
• Hedging/pledging: Hedging prohibited for directors; no pledging disclosure specific to directors provided .

Governance Assessment

• Strengths

  • Independent director with long-standing healthcare investing and board experience; independent status affirmed by the Board .
  • Chairs Compensation Committee and sits on Governance Committee; committees were active in 2024 (6 and 2 meetings, respectively), indicating engagement .
  • High shareholder support for Say‑on‑Pay in 2024 (95%), suggesting investor confidence in compensation oversight during his chair tenure .
  • Use of independent compensation consultant (FW Cook) with no conflicts identified; robust clawback and ownership guidelines; hedging prohibited .

• Risk indicators and potential conflicts

  • Bain Capital owns 39.0% of SGRY; O’Reilly (Bain Partner) chairs Compensation Committee, and other Bain‑affiliated directors serve on the Board (Andrew Kaplan; Blair Hendrix as Senior Advisor), concentrating influence; while SGRY deems these directors independent, investors may scrutinize perceived influence on pay and governance .
  • Related‑party posture: SGRY maintains a Registration Rights Agreement with Bain Capital and amended it in connection with a private placement, underscoring ongoing related‑party linkages; Audit Committee oversees related‑party transactions .
  • Director compensation alignment: O’Reilly receives no SGRY director fees/equity (as Bain‑associated), so his economic alignment is primarily through Bain’s block (not personal ownership tracked under guidelines), which can be viewed as indirect alignment .

• Attendance and engagement

  • Board met 13 times; no director fell below 75% attendance, indicating baseline engagement .
  • Independent director executive sessions held regularly .

• RED FLAGS

  • Concentrated shareholder influence: Bain’s 39% stake combined with Bain‑affiliated leadership roles (including Compensation Chair) creates a potential perceived conflict in pay decisions and broader governance, notwithstanding formal independence determinations .
  • Ongoing related‑party framework (registration rights and prior private placement with Bain affiliates) necessitates strict Audit Committee oversight to mitigate conflict risks .

Notes: All information above is drawn from Surgery Partners, Inc. DEF 14A (filed April 24, 2025).