Jennifer Baldock
Surgery PartnersAbout Jennifer Baldock
Jennifer B. Baldock, age 54, is Executive Vice President, Chief Administrative and Development Officer at Surgery Partners (SGRY), a role she has held since February 2020; she previously served as EVP & Chief Legal Officer from May 2018 to February 2020 . She holds a B.A. in Economics and Accounting from Lipscomb University, a J.D. from the University of Alabama, and is a Certified Public Accountant (inactive) . Company performance context: 2024 revenues rose 13.5% to $3.11B and Adjusted EBITDA increased 16.0% to $508.2M; net loss attributable to common stockholders was $168.1M (loss per share $1.33) . Long-term incentives for executives include PSUs with a three-year Adjusted EBITDA target and a TSR-based modifier, aligning pay with long-term value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Surgery Partners, Inc. | EVP, Chief Administrative & Development Officer | 2020–present | Enterprise administration and development leadership driving growth priorities |
| Surgery Partners, Inc. | EVP & Chief Legal Officer | 2018–2020 | Led legal function supporting corporate strategy and transactions |
| Surgery Partners & Symbion, Inc. | Senior management roles | 2010–2014 (pre-acquisition) | Leadership across combined organizations prior to Symbion acquisition in Nov 2014 |
| Symbion, Inc. | Senior management roles | 2010–2014 | Operations and corporate development support within ASC platform |
| Ambulatory Services of America | Assistant General Counsel | Not disclosed | Legal support for ASC and dialysis platforms |
| Renal Care Group | Assistant General Counsel | Not disclosed | Legal and compliance for provider operations |
| Waller Lansden Dortch & Davis | Corporate Attorney | Not disclosed | Healthcare M&A and corporate law expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Certified Public Accountant | CPA (inactive) | Not disclosed | Credential enhances financial acumen |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $508,461 | $571,346 | $596,154 |
| All Other Compensation ($) | $15,725 | $18,300 | $22,950 |
| Total ($) | $1,815,324 | $3,088,695 | $2,685,090 |
- 2025 base salary set at $618,000 .
- Perquisites are limited (e.g., cell phone reimbursement); hedging transactions are prohibited by policy .
Performance Compensation
| Component | Metric | Weighting | 2024 Threshold | 2024 Target | 2024 Maximum | 2024 Actual | 2024 Payout Mechanics |
|---|---|---|---|---|---|---|---|
| Annual Incentive | Adjusted EBITDA | 70% | $484.5M | $510.0M | $530.4M | $508.2M | Straight-line between 25–100% below target; up to 200% above target |
| Annual Incentive | Net Revenue | 15% | $2,909.9M | $3,063.0M | $3,185.5M | $3.11B | Same scale as above |
| Annual Incentive | Free Cash Flow | 15% | $142.5M | $150.0M | $156.0M | < Threshold | No payout if below threshold |
| 2024 Bonus Outcome | Total Earned (Ms. Baldock) | — | — | — | — | $540,000 | Paid as mix of cash ($200,000) and time-based restricted stock vesting in 12 months |
| 2025 Bonus Target | Target % and $ | — | — | — | — | — | 100% of base salary; $618,000 target |
- LTI structure: 40% time-based restricted stock (three-year ratable vesting), 60% PSUs (three-year cliff based on Adjusted EBITDA with TSR modifier) .
- 2024 PSU performance curve: Threshold ≥$649.1M; 100% at $649.1–$666.3M; 200% at $666.3–$683.8M; 300% at ≥$683.8M; ±10% TSR modifier; cliff vest on 2/28/2027 if earned .
- 2025 PSUs: similar EBITDA goal architecture; payout 100–300% with ±20% TSR modifier; cliff vest on third anniversary (Feb 2028) if earned .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 435,547 shares; less than 1% of outstanding |
| Shares Outstanding (reference) | 128,192,739 as of 4/8/2025 |
| Options (Exercisable) | 199,500 @ $13.42; expire 3/15/2029 |
| Unvested RS (counts; market value at $21.17) | 2,468 ($52,248) ; 12,173 ($257,702) ; 22,824 ($483,184) ; 19,243 ($407,374) |
| PSUs (target counts; market value at $21.17) | 7,403 ($156,722) ; 18,259 ($386,543) ; 28,864 ($611,051) |
| Ownership Guidelines | 3x base salary for NEOs; Baldock meets guideline as of 3/31/2025 |
| Hedging/Pledging | Hedging prohibited; no pledging disclosures identified |
Insider selling pressure indicators:
- Near-term vesting: 2024 restricted stock vests one-third on each anniversary beginning 2/28/2025 through 2027; 2025 restricted stock vests one-third annually beginning Feb 2026 through 2028 .
- PSU cliffs: 2024 PSUs potentially vest 2/28/2027 if earned; 2025 PSUs potentially vest in Feb 2028 if earned .
Employment Terms
- Employment agreement provides severance if terminated without cause or resigns for good reason: 12 months base salary continuation, target bonus payable after year-end, and continued health/welfare benefits; double-trigger lump-sum if within 90 days before or 12 months after change in control .
- Equity treatment on termination (without cause/for good reason): acceleration to next vesting event for time-based RS and earned PSUs; PSUs granted after 12/31/2021 vest based on performance measured through end of employment period .
- Change of control equity: RS double-trigger acceleration; PSUs earned as of CoC based on prorated performance then time-based vesting; if awards not assumed/substituted, they vest .
- Restrictive covenants: non-compete 1 year; non-solicit 2 years post-termination .
- Clawback: Executive Compensation Recovery Policy for erroneously awarded incentive-based compensation .
- Deferred compensation: participates in Symbion SERP (Company contribution $11,600; 2024 earnings $25,986; aggregate balance $302,240 as of 12/31/2024) .
Compensation Structure Details
| Year | Time-based RS ($ / shares) | PSUs at Threshold ($ / units) | Key Vesting Terms |
|---|---|---|---|
| 2024 | $600,000 / 19,243 shares | $900,000 / 28,864 units | RS: three-year ratable; PSUs: 3-year cliff, EBITDA curve + TSR modifier |
| 2025 | $600,000 / 25,210 shares | $900,000 / 37,815 units | RS: three-year ratable; PSUs: 3-year cliff, EBITDA curve + 20% TSR modifier |
Compensation peer group and benchmarking:
- FW Cook engaged as independent consultant; pay-for-performance philosophy; strong mix of at-risk compensation .
- 2024 peer group includes Acadia, Encompass, RadNet, Select Medical, Option Care, Chemed, AMN, ModivCare, Brookdale, Pediatrix, Premier, The Ensign Group, Amedisys .
Say-on-Pay:
- 2024 advisory vote approval ~95% of votes cast, indicating broad shareholder support for program design .
Investment Implications
- Pay-for-performance alignment: Annual incentives tied 70% to Adjusted EBITDA and 30% to Net Revenue/Free Cash Flow; PSUs tied to three-year EBITDA with TSR modifier, supporting multi-year value creation and discouraging short-termism .
- Retention risk: Multi-year vesting (RS three-year ratable, PSUs three-year cliff) plus severance protections and non-compete/non-solicit covenants reduce near-term departure risk; vesting schedule creates periodic windows of potential selling pressure around 2027–2028 PSU cliffs .
- Ownership alignment: Meets 3x salary ownership guideline; significant unvested equity and in-the-money options (199,500 @ $13.42), but beneficial ownership <1%—alignment present though not a controlling stake; hedging prohibited and no pledging disclosed (reduced misalignment risk) .
- Change-of-control economics: Double-trigger acceleration and lump-sum severance standard for NEOs; no tax gross-ups disclosed; structure is shareholder-friendly relative to single-trigger constructs .
- Execution track record context: Company delivered 2024 revenue +13.5% and Adjusted EBITDA +16.0% YoY, but remained loss-making; 2024 FCF below threshold reduced cash incentive payouts—signals discipline in bonus outcomes and committee discretion .