Clifford Adlerz
Surgery PartnersAbout Clifford G. Adlerz
Clifford G. Adlerz is an independent Class III director at Surgery Partners (SGRY), age 71 as of March 31, 2025, serving on the Board since October 2017; his current term runs through the 2027 annual meeting . He previously served as Interim Chief Executive Officer (Sep 2017–Jan 2018) and as a consultant (Feb 2018–May 2019) to the Company, and the Board has determined he is independent under Nasdaq rules . He brings deep ambulatory surgery center (ASC) operating experience, including President of Symbion, Inc. (May 2002–Nov 2014), and earlier roles at HCA and Midsouth HealthTrust; he holds a B.A. in Business and an MBA from the University of Florida .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Surgery Partners, Inc. | Interim Chief Executive Officer | Sep 2017–Jan 2018 | Led transition period for the Company |
| Surgery Partners, Inc. | Consultant | Feb 2018–May 2019 | Advisory support post-Interim CEO service |
| Symbion, Inc. (acquired by SGRY Nov 2014) | President | May 2002–Nov 2014 | Led large multi-specialty ASC and hospital platform |
| HCA Healthcare | Division Vice President | Not disclosed | Healthcare facility operations leadership |
| Midsouth HealthTrust | Regional Vice President | Not disclosed | Regional healthcare leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| US HealthConnect | Director | Current | Board service in healthcare communications/education |
| Ovation Fertility | Director | Prior | Prior board service |
| National Ambulatory Surgery Center Association | Director | Prior | Industry association leadership |
| ASC Quality Collaboration | Leadership Group Member | Prior | Industry quality collaboration leadership |
Board Governance
- Independence: The Board determined Mr. Adlerz is independent under Nasdaq corporate governance standards .
- Board class and term: Class III; term ends at the 2027 annual meeting .
- Committee assignments: Member, Compliance and Ethics Committee (chaired by Dr. Teresa DeLuca); the committee met four times in 2024 . He is not listed as a member of the Audit or Compensation or Nominating and Corporate Governance Committees based on disclosed rosters .
- Attendance: In 2024, the Board held 13 meetings and no director attended fewer than 75% of Board and applicable committee meetings; all directors at the time attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions as required by Nasdaq .
- Indemnification: SGRY maintains indemnification agreements with all directors .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $100,000 | Standard non‑employee director annual cash retainer |
| Committee Chair Fees | $0 | Not a committee chair; chair stipends were: Audit $25k, Compensation $20k, Compliance & Ethics $20k, Nominating & Corporate Governance $20k |
| Total Cash | $100,000 | Sum of cash components |
Policy reference: In 2024, non‑employee directors (other than Bain Capital‑associated directors and the Executive Chairman) were eligible for a $100,000 cash retainer; Bain‑associated directors did not receive compensation for Board service .
Performance Compensation
| Instrument | Grant Date | Shares/Units | Grant-Date Fair Value (USD) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock (RSUs) | Jun 1, 2024 | 6,170 (unvested as of Dec 31, 2024) | $160,000 | Vests 100% on first anniversary of grant | None; time‑based RSUs (no performance metrics) |
Note: Equity grants to non‑employee directors vest on time‑based schedules; performance metrics are not applied to director RSUs .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Mr. Adlerz; current external role is US HealthConnect (not disclosed as a public company) .
- Compensation Committee interlocks: The Company disclosed no interlocks; none of its Compensation Committee members were officers/employees, and no cross‑board interlocks were reported for the past year .
Expertise & Qualifications
- ASC operations leader (Symbion President), HCA divisional leadership; extensive healthcare services domain knowledge .
- Business and financial acumen cited by the Board as qualifications for his service .
- Education: B.A. (Business) and MBA, University of Florida .
- Independent director status under Nasdaq rules .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficially Owned Shares (as of Mar 31, 2025) | 50,573 shares; less than 1% of outstanding |
| Unvested RSUs (as of Dec 31, 2024) | 6,170 shares from 6/1/2024 grant |
| Ownership Guidelines | Non‑employee directors required to hold shares equal to 5x annual retainer; all non‑employee directors except Dr. Maryland and Dr. Forese met guidelines as of Mar 31, 2025 (Bain‑associated directors excluded) |
| Hedging Policy | Hedging by directors is expressly prohibited by Company policy |
| Pledging | No pledge notation for Mr. Adlerz in the beneficial ownership table/footnotes reviewed |
| Section 16 Compliance | Company believes all directors complied with Section 16(a) filing requirements for 2024 |
Governance Assessment
- Positive signals:
- Independent, experienced operator in ASCs and hospitals; Board cites business/financial acumen as a qualification .
- Attendance expectations met at Board level in 2024; independent directors hold regular executive sessions .
- Strong alignment: meets director stock ownership guidelines; receives a balanced mix of cash and time‑based equity; hedging prohibited .
- Watch items:
- Prior service as Interim CEO (2017–2018) and consultant (2018–2019); while the Board deems him independent, investors may monitor ongoing objectivity given this history .
- Board context: Bain Capital beneficially owns ~39% of shares and has two associated directors who receive no Board compensation, indicating significant sponsor influence in governance; not specific to Mr. Adlerz but relevant to overall board dynamics .
Director Compensation (Reference)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash (USD) | $100,000 |
| Stock Awards – Grant-Date Fair Value (USD) | $160,000 |
| Total (USD) | $260,000 |
| RSUs Unvested at 12/31/2024 (shares) | 6,170 |
| RSU Vesting | 100% on 1st anniversary of 6/1/2024 grant |
Board Governance (Reference)
- Committee Memberships: Compliance & Ethics Committee member; committee met 4 times in 2024 .
- Not on Audit (Turner chair; DeLuca, Deane members) or Compensation (O’Reilly chair; Turner, Deane, Kaplan members) or Nominating & Corporate Governance (Hendrix chair; Maryland, O’Reilly members) per disclosed rosters .
- Board meetings: 13 in 2024; no director under 75% attendance; all directors attended the 2024 annual meeting .
- Independence and executive sessions affirmed by the Board .
Citations:
DEF 14A (Apr 24, 2025) – Director ages, current directors; Section 16 compliance
DEF 14A – Class III directors; Adlerz biography, tenure, education
DEF 14A – Director independence; executive sessions
DEF 14A – Board meeting attendance 2024; annual meeting attendance
DEF 14A – Audit Committee composition/meetings
DEF 14A – Compensation Committee duties/composition/meetings
DEF 14A – Nominating & Corporate Governance and Compliance & Ethics committees; composition and meetings; interlocks disclosure
DEF 14A – Employee, Officer and Director Hedging policy
DEF 14A – Compensation policies and practices (program features)
DEF 14A – Independent compensation consultant; peer group methodology
DEF 14A – Stock ownership guidelines; compliance status; Say‑on‑Pay support (~95%)
DEF 14A – Director compensation table; amounts, RSU grant details, chair stipends
DEF 14A – Related person transactions policy (Board/Audit oversight)
DEF 14A – Indemnification agreements for directors and officers
DEF 14A – Security ownership table; Adlerz holdings; Bain Capital ownership