John Deane
Surgery PartnersAbout John A. Deane
Independent Class I director of Surgery Partners (SGRY) since May 2019; age 63 as of March 31, 2025. Former Chairman, Advisory Board Consulting at The Advisory Board Company (2009–2018) and Founder/CEO of Southwind Health Partners (1998–2009). Holds a B.A. in Political Science and an M.P.A. from American University. Board cites his extensive experience working with physicians in the healthcare industry as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Advisory Board Company | Chairman, Advisory Board Consulting | Dec 2009 – Apr 2018 | Advisory and consulting leadership for healthcare providers |
| Southwind Health Partners, LLC | Founder & Chief Executive Officer | Oct 1998 – Dec 2009 | Built physician-aligned management services for hospital/health system medical groups |
| Boutique resort & marina (outside Nashville) | Owner/Operator | Post-2018 – present | Private enterprise activity following healthcare career |
| Various not-for-profit boards | Director | Not disclosed | Community/non-profit governance experience |
External Roles
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| Public company boards | Public | — | None disclosed beyond SGRY |
| Not-for-profit boards | Non-profit | Director | “Several not-for-profit boards” (no names disclosed) |
| Private enterprise (resort & marina) | Private | Owner/Operator | Personal business interest outside healthcare |
Board Governance
- Independence: Determined independent under Nasdaq standards .
- Board tenure/class: Class I director; up for election in 2025; term runs three years thereafter .
- Committee assignments (2024): Audit Committee member; Compensation, Culture and People Committee member. Not a chair of either committee .
- Committee engagement: Audit Committee met 6x in 2024; Compensation Committee met 6x in 2024 .
- Board attendance: Board met 13x in 2024; no director attended fewer than 75% of applicable Board/committee meetings; all directors at the time attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- Audit Committee report: Signed by Chair Brent Turner, Teresa DeLuca, M.D., and John A. Deane, evidencing participation .
- Auditor oversight: Audit Committee (of which Deane is a member) oversaw dismissal of Deloitte and appointment of EY in Aug 2024; ratification proposed for 2025 .
Fixed Compensation (Director)
| Year | Cash Retainer | Committee Chair Fees | Equity (Restricted Stock) | Grant/Vesting | Total |
|---|---|---|---|---|---|
| 2024 | $100,000 | None (not a chair) | $160,000 | Granted 6/1/2024; vests in full on 1st anniversary | $260,000 |
- Standard chair retainers: Audit Chair $25k; Compensation Chair $20k; Compliance & Ethics Chair $20k; Nominating & Governance Chair $20k (not applicable to Deane) .
- No meeting fees disclosed; program is retainer + equity based .
Performance Compensation (Director)
| Element | Structure | Performance Metrics | Notes |
|---|---|---|---|
| Annual equity | Time-based restricted stock | None | Director RS awards vest after one year; no PSUs/options for directors disclosed |
No performance-based metrics are tied to non-employee director pay; equity is time-based to align ownership without incentivizing short-term operational targets .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company directorships (outside SGRY) | None disclosed |
| Compensation Committee interlocks | None; no member has been an officer/employee; no reciprocal executive-board relationships disclosed |
| Bain Capital association | Deane is not identified as Bain-affiliated; Bain partners on the Board do not receive director compensation |
Expertise & Qualifications
- Physician engagement/healthcare operations expertise built via Southwind and The Advisory Board Company .
- Financial literacy and audit oversight experience evidenced by Audit Committee role and signature on Audit Committee report .
- Advanced public policy/management education (M.P.A.), supportive of governance and regulatory oversight .
Equity Ownership
| Metric | Amount | As Of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 27,391 | Mar 31, 2025 | <1% of shares outstanding (128,192,739) |
| Unvested RS held | 6,170 shares | Dec 31, 2024 | Directors incl. “Dean” (Deane) held 6,170 unvested RS; vests 1 year from grant |
| Director ownership guideline | 5x annual retainer | Policy | Applies to non-employee directors |
| Guideline compliance | In compliance | Mar 31, 2025 | All non-employee directors (other than Bain-affiliated) met guidelines, except Dr. Maryland and Dr. Forese |
| Hedging/Pledging | Hedging prohibited; no pledging policy disclosure | Policy | Company prohibits hedging by directors; pledging not specifically addressed in proxy |
Insider Filings & Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (2024) | Company believes all executive officers, directors, and 10% holders complied with filing requirements for 2024 |
Related-Party & Conflicts Review
- Related-party transactions policy administered by the Audit Committee; factors include independence impact, terms vs third parties, and company benefit .
- No related-party transactions involving Deane are disclosed in the proxy. Bain Capital remains a significant holder (approx. 39% via affiliates) but Deane is listed as independent; Bain-associated directors receive no director compensation .
Say-on-Pay & Shareholder Feedback (Context for Compensation Committee Member)
- 2024 Say-on-Pay support: approximately 95% of votes cast in favor, indicating strong shareholder support for compensation practices overseen by the Compensation Committee .
- Independent compensation consultant: FW Cook retained by the Compensation Committee; no conflicts noted .
Governance Assessment
- Strengths:
- Independent director serving on two key committees (Audit; Compensation), indicating trust and influence in oversight of financial reporting and pay practices .
- Good attendance culture and engagement; Deane signed the Audit Committee report; Board and committees active (13 Board meetings; 6 Audit; 6 Compensation in 2024) .
- Ownership alignment: meets 5x retainer guideline; holds both beneficial and unvested shares, aligning interests with shareholders .
- Hedging prohibited; robust policy framework for related-party reviews .
- Watch items:
- Concentrated ownership by Bain Capital (~39%) requires continued vigilance on minority shareholder protections, though Deane is independent and Bain directors receive no fees .
- Auditor change in 2024 (Deloitte to EY) increases scrutiny on audit committee oversight and transition quality; neutral signal but worth monitoring .
Overall signal: Deane presents as a seasoned, independent healthcare operator/advisor with meaningful committee roles, strong ownership alignment, and no disclosed conflicts—supportive of investor confidence in board oversight .