Surgery Partners' stock fell approximately 62% over the past three years while the IHF (iShares U.S. Healthcare Providers ETF) benchmark fell only about 6%, a gap of more than 56 percentage points, meaning shareholders have suffered significant losses while peers held their value. Despite this, the CEO received total compensation of roughly $6.1 million in 2025, consisting largely of equity awards ($5 million in stock grants), and the compensation structure continued to deliver above-benchmark long-term incentive award levels — even though the Compensation Committee did correctly pay no annual cash bonus given missed financial targets. The policy requires a No vote when variable or incentive pay is above benchmark while total shareholder return underperforms sector/peer benchmarks by more than 20 percentage points over three years, and that condition is clearly met here; the pay program has not sufficiently aligned executive outcomes with the shareholder experience of steep share-price losses.

EY was appointed in August 2024 and has served for approximately two years, well below the 25-year tenure threshold; non-audit fees (audit-related fees of $20,000 plus all other fees of $450,000, totaling $470,000) represent about 13% of audit fees of $3,736,292, comfortably below the 50% independence threshold; EY is a Big 4 firm appropriate for a $1.9 billion market-cap company, and no material restatements attributable to audit failure are noted.