What is a MEIP in a healthcare PE deal?
A management equity incentive plan (MEIP) is a pool of equity reserved for executives and providers who stay with the platform after a PE deal, paying out at the next liquidity event. In WTW's 2026 survey of 47 PE-backed companies, the median pool was 10% of undiluted shares, and 75% of it was granted up front.
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Definition
A MEIP (management equity incentive plan) is the equity pool a PE buyer sets aside to retain and motivate the leadership team of an acquired practice through the hold period and exit.
The detail
PE buyers do not run practices. They buy the team that does. A MEIP is how they keep that team aligned through the hold period. The pool is set aside at the time of the investment and granted to a small group of executives and physician leaders: in WTW's 2026 survey the median plan started with 15 participants, about 2% of the company's employees, and smaller investments (under $200 million) tended to set aside a larger percentage than big ones. Vesting usually mixes time and performance. Goodwin's private equity deal database shows 62% of middle-market incentive plans blend the two. Time vesting typically runs four or five years in total, either a one-year cliff followed by three or four years of installments or equal installments, usually annual, over four or five years, and performance vesting is usually tied to the sponsor's multiple on invested capital or IRR at exit. Profits interests were the most common vehicle in WTW's survey (50% of respondents), ahead of stock options (30%) and restricted shares or units (28%). Selling physicians who stay with the platform can receive a MEIP grant on top of their rollover equity. The questions to ask: what is the strike price or threshold value, does the MEIP participate pari passu with the PE sponsor, what happens if you are terminated, and what is the vesting acceleration on a change of control. These questions are boring until they are not, which is usually at the exit, when getting the answers wrong costs real money.
The median long-term incentive pool at PE-backed companies was 10% of undiluted shares outstanding, with 75% of it granted up front and the rest held for new hires, promotions and special awards.
Source: WTW: LTI designs in private equity portfolio companies (May 2026)
62% of incentive equity plans in middle-market and lower-middle-market PE deals blend time-based and performance-based vesting; ratable time vesting usually runs four or five years.
What this means for clinic owners
From Sorso
Rollover equity and MEIP grants are two different instruments with different economics. Understand which one you are receiving and what it actually pays out under realistic and pessimistic scenarios, not just the glossy deck model.
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How do PE firms value medical practices?
Private equity firms value a medical practice as a multiple of its trailing-twelve-month adjusted EBITDA, and the multiple rises with scale. Published ladders run from 2.5–4x for a single owner-operated physical therapy clinic (Breakwater M&A) to 10x–20x for large primary care platforms (Scope Research), and payer mix, growth and owner dependence move a practice within its band.
Should I sell my practice to private equity?
Selling to private equity makes sense if you want partial liquidity, want to grow with capital and infrastructure, and are willing to operate as a partner rather than sole owner; it is wrong if you want full retirement or full operational autonomy.
How do I evaluate a PE offer?
Evaluate a PE offer on six dimensions: enterprise value multiple, cash at close percentage, rollover equity terms, post-close compensation structure, earnout conditions, and platform exit timing assumptions.
What is rollover equity in a practice sale?
Rollover equity is the portion of sale proceeds that the selling owner retains as equity in the buyer's platform, generally 10 to 40 percent of the practice's total enterprise value in physician deals according to Foley & Lardner, creating a second liquidity event when the platform is later sold.
Founder of Sorso and a CFA charterholder. Before Sorso, Stan spent 19 years in corporate finance at institutions including UniCredit and Société Générale — managing a $450M loan portfolio and making senior partner at a major mezzanine lender by 29 — then built a fractional CFO firm exclusively for outpatient healthcare clinics.
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