Justin Oppenheimer
Surgery PartnersAbout Justin Oppenheimer
Justin Oppenheimer, age 41, was appointed Executive Vice President, Chief Operating Officer and National Group President of Surgery Partners effective January 1, 2026, reporting to the CEO . He joins from Hospital for Special Surgery (HSS), where he spent roughly a decade in leadership roles including Chief Strategy Officer and Chief Operating Officer; he holds a BA in political economy from Princeton and an MBA from Harvard Business School . As context for incentive alignment, Surgery Partners delivered 2024 revenue of $3.11B (+13.5% YoY) and Adjusted EBITDA of $508.2M (+16.0% YoY), while recording a net loss attributable to common stockholders of $168.1M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hospital for Special Surgery (HSS) | Chief Strategy Officer; Chief Operating Officer; other leadership roles | ~10 years | Led operations and enterprise strategy at a leading specialty hospital, positioning for scale and efficiency |
External Roles
| Organization | Role | Years |
|---|---|---|
| Urban Dove (NY-based charter school management org.) | Board of Directors | Not disclosed (current) |
Fixed Compensation
| Component | Detail | Amount/Terms | Effective Date |
|---|---|---|---|
| Base Salary | Annual cash salary | $660,000 per annum, payable in regular payroll | Commencement (Jan 1, 2026) |
| Signing Bonus | One-time cash payment | $500,000; repayable if resignation without Good Reason or termination for Cause before first anniversary | Within 30 days after Commencement |
| Annual Bonus Target | Performance-based cash bonus | 100% of base salary; paid no later than March 31 following year-end | Ongoing during Employment Period |
| Initial Equity Grant | Restricted Stock (time-based) | $1,250,000; vests on first anniversary; shares determined by grant-date FMV | As soon as practicable post Commencement |
| Recurring Equity Target | Annual long-term equity | $1,500,000 target starting in calendar 2026; form/types determined by Board/Committee | 2026 onward |
| Equity Plan Participation | Omnibus equity eligibility | Eligible under Surgery Partners, Inc. 2025 Omnibus Incentive Plan | Employment Period |
| Benefits | Health and welfare plans; vacation | Medical, dental, vision, life, disability; ≥20 vacation days per year | Employment Period |
| Legal Fee Reimbursement | Agreement-related legal fees | Up to $5,000 reimbursed within 20 days of invoice | Agreement execution |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Annual Bonus (Board-set performance goals) | Not disclosed | 100% of base salary | Paid no later than March 31 following the close of the year | Cash; subject to Committee discretion; under the 2025 Plan for equity eligibility |
Company precedent for NEO annual bonuses in 2024 used 70% Adjusted EBITDA, 15% Net Revenue, 15% Free Cash Flow as primary metrics; Oppenheimer’s specific 2026 metrics have not been disclosed .
Equity Ownership & Alignment
- Stock ownership guidelines: NEOs must hold shares equal to 3x current base salary; until met, retain 50% of net shares from equity award settlements/options exercises .
- Hedging prohibited: Employees, officers, and directors are barred from hedging transactions (e.g., collars, equity swaps, prepaid forwards, short sales, options) on Company stock .
- Double-trigger protections: Equity awards accelerate only with change-in-control plus qualifying termination per Company policy (context from proxy program design) .
- Say-on-Pay support: 2025 advisory vote on executive compensation received ~96.6% approval, indicating investor support for pay practices .
Employment Terms
| Term | Key Provision | Notes |
|---|---|---|
| Role & Reporting | EVP, COO & National Group President; reports to CEO | Effective Jan 1, 2026 |
| Contract Term | Employment Period from Commencement until termination | No fixed end date |
| Good Reason (examples) | Material diminution of role/resources; material pay cut; benefit reduction (not across-the-board); change in reporting; relocation >50 miles; material breach | Notice/cure periods apply (90-day notice; 30 days to cure) |
| Non-Compete | 12 months post-termination | Prohibits competitive activities within defined territory; narrow exceptions for de minimis/limited revenue segments |
| Non-Solicitation | 12 months post-termination | Customers, physicians, suppliers/vendors; employee non-solicit also applies |
| Confidentiality & IP | Confidential information and inventions assignment | Robust protection; carve-out for inventions developed entirely on own time with no Company resources (subject to limits) |
| Non-Disparagement | Mutual undertakings | Executive restricted; Company informs Board and leadership of reciprocal expectations during Restrictive Period |
| Severance (no CIC) | 12 months base salary; welfare benefits for 12 months; target bonus; acceleration to next vest date for time-based RS; earned PSUs vest to next event; PSUs not yet earned fully vest pro rata to termination date performance | Subject to release and ongoing compliance; installments for salary continuation |
| Severance (with CIC) | Lump-sum payment of severance within 30 days | Applies to termination without Cause or for Good Reason within 90 days prior to or 12 months post CIC |
| Equity Treatment (CIC) | Committee determines earned PSUs as of CIC (time-based vest thereafter); if not assumed/continued, earned PSUs vest; RS unvested may accelerate if not assumed/continued | Standard double-trigger mechanics embedded |
| Jurisdiction & Jury Waiver | Waiver of jury trial; consent to jurisdiction | Primary jurisdiction in Executive’s resident state; special enforcement for restrictive covenants |
| Expense Reimbursement | Business expenses reimbursed | Subject to documentation; standard tax compliance and timing |
Investment Implications
- Strong pay-for-performance alignment and retention design: Annual bonus at 100% of salary tied to Board-set goals, with meaningful annual and initial equity grants under the 2025 Plan—consistent with Company’s broader performance-centric philosophy (Adj. EBITDA, revenue, FCF precedents) and double-trigger CIC protections .
- Near-term vesting catalyst and potential supply overhang: The initial $1.25M restricted stock award cliff-vests on the first anniversary; stock ownership guidelines and 50% net-share retention reduce immediate selling pressure but the vesting date is nonetheless a supply event to monitor .
- Severance and protection terms mitigate transition risk: Standard 12 months salary/benefits plus target bonus and pro-rata PSU vesting upon qualifying separation; CIC treatment uses double-trigger with lump-sum severance—balanced retention and shareholder-friendly design relative to peer norms .
- Governance and program support: High 2025 Say-on-Pay approval (~96.6%) and independent Compensation Committee with FW Cook as advisor underscore investor acceptance of compensation frameworks likely to apply to Oppenheimer’s role .
Note: No pledging of Company stock was referenced in the cited materials; hedging is expressly prohibited .