The offer always sounds the same. Above market valuation, a management team to take over the operational side, and a contract that promises you keep full clinical autonomy. After 20 years of running a solo ophthalmology practice, handling billing, HR, equipment and lease negotiations on top of a full surgical schedule, someone finally shows up and says they'll carry the weight for you. So you sign and for about 90 days, it actually works, but then the changes start.

What Autonomy Actually Means in a PE Contract

The word autonomy appears in nearly every physician services agreement attached to a PE acquisition. It's there because the lawyers know you need to see it, but the definition of autonomy in a PE contract and the definition of autonomy in your clinical practice aren't the same thing.

In a PE agreement, autonomy means you choose the procedure and decide whether to recommend LASIK or PRK. You write the prescription. What it doesn't cover is how many patients move through your schedule in a day, how long a consultation lasts, which diagnostic equipment stays when the platform standardizes across locations, or what happens when the operations team shortens your informed consent workflow from a 20-minute conversation to 3 verbal sentences and a 12-page form the patient signs without reading.

And even though you're still the doctor, you just no longer get to decide what being the doctor looks like inside your own practice.

The Non-Compete Problem

Every physician employment agreement has some version of a non-compete, and in a traditional practice sale the terms are straightforward. You agree not to practice within a defined radius of the practice you sold, for a defined period after you leave. Both sides know exactly what they're agreeing to before anyone signs.

What PE backed groups have been writing into these clauses over the last 5 years is different. The restriction applies to "current and future locations" of the platform, which means the non-compete radius expands every time the group acquires another practice. A physician signs a contract covering Manhattan and by the time they want to leave, the group has locations across 3 boroughs, Long Island, Westchester, and southern Connecticut. The non-compete now covers a region the physician never agreed to, but the language they signed allowed it.

We've spoken with physicians who left PE backed groups and had to relocate out of state because the non-compete made it impossible to practice anywhere within driving distance of their own patients.

Volume Pressure and What Gets Lost

The economics of a PE backed ophthalmology platform run on volume. The group paid a premium to acquire your practice and financed that acquisition with debt that needs servicing, and the way they service that debt is by pushing more patients through every practice in the portfolio. Instead of getting a memo about this, you get scheduling changes, an extra 2 patients per half day block, a 15-minute consultation window where you used to have 25, and a tech who preps the diagnostic results before you walk in so you can "review and confirm" instead of running the workup yourself.

The research confirms what physicians already feel. A study published in the American Journal of Ophthalmology found that PE ownership is associated with shorter appointments, fewer Medicare and Medicaid patients seen, and an 11% mean increase in charges per medical claim compared to independent practices. A separate study reported in Medical Economics found that physician turnover at PE acquired ophthalmology practices increased by 265% compared to baseline rates. These are peer-reviewed findings based on years of Medicare claims data.

For an ophthalmologist, this is where it breaks. Whether your patients are making an elective decision about LASIK or ICL, or managing a chronic condition that requires ongoing intravitreal injections for macular degeneration or careful glaucoma monitoring, the consultation is where trust gets built. The nervous 30-year-old sitting in your chair asking about refractive surgery and the 70-year-old trying to understand why they need another injection both need the same thing: time, clarity, and a physician who isn't watching a clock set by someone who's never been in the room. When the platform compresses that conversation into a workflow, the surgeon who spent 20 years building a reputation for thoroughness ends up running a volume line. Patients notice, reviews change, referrals slow, and the platform blames the market instead of the schedule it created.

What Happens When You Push Back

Some physicians push back. They tell the operations team the schedule is too compressed, refuse to shorten consultations, and flag patient safety concerns about the consent process. What they learn is that dissent inside a PE backed group is a managed process. The 1st conversation is supportive, the 2nd is documented, and by the 3rd or 4th the physician is being "counseled" on "alignment with practice standards." The subtext is always the same: conform or be managed out.

The ones who leave voluntarily tend to do so quietly, because their contract includes a non-disparagement clause. They can't tell colleagues what happened and can't warn the next surgeon who gets recruited by the same platform. The silence is a contract term, and it's one reason the data is so striking when it does surface: a 2024 study found that 78% of ophthalmology trainees said they wouldn't even consider employment at a PE-owned practice, citing fear of lost autonomy and reduced quality of patient care.

What the Alternative Looks Like

The structural answer to this problem already exists. A physician owned PC with an MSO providing operational support through a management services agreement where the physician owns the clinical entity, the management company runs operations, and the MSA defines what each side does, pays, and what happens if either side wants to walk away.

The difference from a PE deal comes down to 4 things. Ownership stays with the physician, meaning their name is on the clinical entity, their license governs clinical decisions, and their vote controls what happens inside the practice. The non-compete is geographic and fixed, covering the actual practice location, a defined radius, and a time period, and it doesn't expand when the management company acquires a practice in another zip code.

The exit is defined before the relationship starts. Both sides agree to the termination provisions upfront, with no rolling extensions and no breakup penalties designed to make leaving more expensive than staying. The consent process stays with the physician too, including how long a consultation takes, how you explain the risks, and how you talk to a patient sitting in your chair for the 1st time. In an MSO structure, those decisions never leave the exam room.

The Pattern

We didn't set out to write an anti-PE position paper. This is what we heard, repeatedly, from ophthalmologists across New York, New Jersey, and Connecticut who lived through it. The details change from one physician to the next but the structure underneath is always the same.

A physician joins because the offer sounds like support, and over time that support becomes oversight, the oversight becomes production pressure, and eventually the physician faces a choice between compliance and leaving.

The contract is designed to make leaving as painful as possible, and every physician we've spoken with who got through it and rebuilt on the other side said the same thing: they wish someone had shown them the structural alternative before they signed.

Why We Built What We Built

We started Verdira because the only options available to a solo ophthalmologist approaching a transition were broken. Sell to PE and watch the practice get restructured around volume targets. Sell to a hospital system and become an employee in the building you used to own. Or close the doors, send a letter to your patients, and walk away from something that took you 25 years to build.

None of those options protect the practice, the patients, or the physician, so we built a 4th one. Acquire the practice through a permanent hold structure, bring in a physician who owns the clinical entity from day one, and run the business side through an MSA that puts everything in writing before anyone signs.

If you're an ophthalmologist who has been through the PE model and wants to understand what a different structure looks like, or if you know a colleague who is weighing their options, we're happy to have the conversation.

Verdira is a healthcare acquisition platform focused on ophthalmology practices, built around physician ownership, transparent structure, and no volume quotas. If you're looking for a different model, or you know a colleague who is, contact us today.

Contact info@verdira.com | 307-381-3734 | verdira.com