Marissa Brittenham
Surgery PartnersAbout Marissa Brittenham
Marissa A. Brittenham is Executive Vice President and Chief Strategy Officer at Surgery Partners (SGRY), serving in this role since January 2022; she is age 40, with prior roles leading Growth at Cityblock Health, Medicaid Partnerships at Evolent Health, and as an Associate Partner at McKinsey & Company, and holds a B.A. in Ethics, Politics and Economics from Yale and a JD/MBA from Penn Carey Law and Wharton . Company 2024 performance tied to NEO pay included revenue up 13.5% to $3.11B and Adjusted EBITDA up 16.0% to $508.2M, while free cash flow was below threshold and net loss was $168.1M . The pay program emphasizes pay-for-performance with annual cash incentives and PSU awards linked to multi-year Adjusted EBITDA and modified by TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cityblock Health | Led Growth | — | Not disclosed in proxy |
| Evolent Health (NYSE: EVH) | Led Medicaid Partnerships | — | Not disclosed in proxy |
| McKinsey & Company | Associate Partner | — | Not disclosed in proxy |
External Roles
Not disclosed in company filings for Brittenham .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (Committee set, Feb 2025) |
|---|---|---|---|
| Base Salary ($) | $470,192 | $495,192 | $515,000 |
| Target Bonus (% of Base) | — | 70% | 70% |
| Non-Equity Incentive Plan Compensation ($ cash portion) | — | $110,000 | — |
| Stock Awards ($, grant-date fair value) | $1,000,000 | $840,000 | — |
Notes:
- 2024 earned cash incentive was $260,000, with a portion settled in restricted stock issued March 4, 2025; the cash portion appears in Non-Equity Incentive Plan Compensation and the stock-settled portion is reflected in Stock Awards .
Performance Compensation
Annual cash incentive design and 2024 outcome
| Item | Adjusted EBITDA | Net Revenue | Free Cash Flow | Payout Mechanics |
|---|---|---|---|---|
| Weighting (%) | 70% | 15% | 15% | 25%–200% of target via interpolation and overachieve; 0% if below threshold |
| 2024 Threshold ($MM) | $484.5 | $2,909.9 | $142.5 | — |
| 2024 Target ($MM) | $510.0 | $3,063.0 | $150.0 | — |
| 2024 Maximum ($MM) | $530.4 | $3,185.5 | $156.0 | — |
| 2024 Actual | $508.2MM Adjusted EBITDA | $3.11B Net Revenue | Below threshold | Committee discretion led to below-target payouts |
| Brittenham 2024 Earned ($) | — | — | — | $260,000 (partly settled in RS) |
Long-term incentives (PSUs and RS)
| Grant Year | Award Type | Grant Date | Shares/Units | Vesting | Performance Metric | TSR Modifier |
|---|---|---|---|---|---|---|
| 2024 | Time-based RS | 2/28/2024 | 7,697 shares ($240,000) | 1/3 each year over 3 years | — | — |
| 2024 | Special RS | 2/28/2024 | 2,886 shares ($90,000) | 1/2 each on 1st and 2nd anniversary | — | — |
| 2024 | PSUs (threshold) | 2/28/2024 | 11,545 units ($360,000) | Cliff vest at 3 years if achieved | Adjusted EBITDA threshold $649.1MM by 12/31/2026; higher tiers at $666.3MM and $683.8MM; 100%–300% payout | ±10% modifier |
| 2025 | Time-based RS | 2/2025 | 10,084 shares ($240,000) | 1/3 each year over 3 years | — | — |
| 2025 | PSUs (threshold) | 2/2025 | 15,126 units ($360,000) | Cliff vest at 3 years if achieved | Adjusted EBITDA threshold (goal set for 3-year period) | ±20% modifier; cap at 300% |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficially owned shares | 63,408 (less than 1%) |
| Shares outstanding (as of 3/31/2025) | 128,192,739 |
| Ownership % of outstanding | ~0.05% (63,408 ÷ 128,192,739; derived from ) |
| Unvested restricted stock (12/31/2024) | 34,406 shares (3,534; 5,073; 15,216; 7,697; 2,886) |
| PSUs unearned at target (12/31/2024) | 27,523 units (8,370; 7,608; 11,545) |
| Market value of unearned PSUs (12/31/2024) | $582,662 ($177,193; $161,061; $244,408 at $21.17) |
| Ownership guidelines | NEOs: 3x base salary; retain 50% of net shares until met |
| Compliance status (as of 3/31/2025) | NEOs met guidelines (except two directors noted); Brittenham is an NEO, thus compliant per disclosure |
| Hedging policy | Hedging transactions prohibited for employees/officers/directors |
| Pledging | Not disclosed in proxy |
Employment Terms
| Provision | Terms for Brittenham |
|---|---|
| Employment agreement | EVP & CSO; eligible for base salary and target bonus; equity awards under omnibus plan |
| Severance (without cause/for good reason) | 12 months base salary + target bonus, continued health & welfare benefits; equity vesting mechanics per awards |
| Potential payout (termination w/o cause or for good reason) | Cash severance $850,000; equity acceleration $213,376 (time/earned to next vest); health benefits $8,135 |
| Potential payout (termination in connection with change in control) | Cash severance $850,000; equity acceleration $1,556,171; health benefits $8,135 |
| Equity acceleration terms | RS: double-trigger acceleration (90 days prior to or 18 months post-CoC) if not assumed; PSUs: earned as of CoC (prorated), then time-based vest; if not assumed, accelerate |
| Restrictive covenants | Non-compete 1 year; non-solicit 2 years post-termination; confidentiality/IP assignment |
| Clawback policy | Executive Compensation Recovery Policy adopted, administered by Compensation Committee |
2024 Stock Vested and Option Activity
| Item | 2024 Value |
|---|---|
| Brittenham shares acquired on vesting | 3,534 (RS granted 2/1/2022); 2,535 (RS granted 3/2/2023) |
| Options exercised | None disclosed for Brittenham in 2024; option vest/exercise table shows no options for Brittenham |
Compensation Structure Analysis
- Mix shift and emphasis: Brittenham’s compensation is heavily equity-linked via time-based RS and PSUs; 2024 included special retention RS alongside standard annual grants, increasing retention weight while maintaining performance linkage through PSUs .
- Performance metric rigor: PSU thresholds require multi-year Adjusted EBITDA at $649.1MM by 12/31/2026, scaling to 300% payout at $683.8MM, with TSR modifiers; 2025 PSU adds a larger TSR band (±20%) and maintains 300% cap, reinforcing long-term value orientation .
- Annual incentives aligned to core drivers: 2024 STIP weighted 70% EBITDA, 15% revenue, 15% FCF; with FCF below threshold, payouts were below target; Brittenham earned $260,000 with partial settlement in RS, indicating Committee discretion and alignment to cash generation .
- Ownership alignment: NEO 3x salary ownership requirement with retention of 50% net shares until compliant; proxy states NEOs met guidelines, improving alignment and reducing sell pressure risks .
- Risk controls: Hedging prohibited; double-trigger equity acceleration; clawback policy; and non-compete/non-solicit covenants mitigate misalignment and retention risks .
Compensation Peer Group and Governance Inputs
- Peer group: Acadia, Amedisys, AMN, Brookdale, Chemed, Encompass Health, Ensign, ModivCare, Option Care, Pediatrix, Premier, RadNet, Select Medical; selected for comparable healthcare scale and talent market .
- Independent consultant: FW Cook engaged; Committee meets in executive sessions without management; independence affirmed .
- Say-on-pay: ~95% approval in 2024, indicating broad investor support for program structure .
Investment Implications
- Alignment: Strong equity ownership requirements and significant PSU weighting tied to multi-year EBITDA, with TSR modifiers, indicate robust pay-for-performance alignment and long-term value focus .
- Near-term selling pressure: Brittenham has no options and limited annual RS vesting; partial 2024 bonus paid in RS increases retention; hedging is prohibited; no pledging disclosure—a monitoring point but no explicit red flag in proxy .
- Retention risk: Severance terms (1x salary + target bonus) and double-trigger CoC acceleration provide standard protection; non-compete (1 year) and non-solicit (2 years) enhance retention; special RS grants in 2024/2025 suggest strategic retention of key talent .
- Execution risk: 2024 FCF below threshold dampened annual payouts; achieving PSU thresholds requires sustained EBITDA growth to at least $649.1MM by 2026, creating a high bar and potential upside if strategy execution succeeds .
- Governance support: High say-on-pay approval and use of independent consultant reduce pay inflation risk and support disciplined compensation governance .