Laura Forese
Surgery PartnersAbout Laura L. Forese, M.D.
Independent Class II director at Surgery Partners (SGRY) since January 2025; age 63 as of March 31, 2025. Orthopedic surgeon and veteran healthcare operator; former EVP/COO of NewYork-Presbyterian overseeing a 10-campus, ~200-clinic integrated system with 45,000+ employees; background emphasizes patient safety, efficiency and large-scale transformation. Education: Princeton University (B.S.E., civil engineering & operations research), Columbia University College of Physicians & Surgeons (M.D.), and Columbia University School of Public Health (master’s in health services management). The Board has determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| NewYork-Presbyterian | Executive Vice President & Chief Operating Officer | Not disclosed | Led establishment of NYP Medical Groups; standardized financial/operational/clinical practices; focus on patient safety and transformation. |
| NewYork-Presbyterian (earlier roles) | Executive and management positions | Not disclosed | Focused on patient safety, efficiency and transformation. |
| Medical practice | Orthopedic surgeon | Not disclosed | Clinical background underpinning governance and quality oversight. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shubert Organization | Board Director | Current | Theater/real estate; non-healthcare governance breadth. |
| Mother Cabrini Health Foundation | Trustee | Current | Healthcare philanthropy. |
| Nereid Therapeutics | Director | Current | Private biotech. |
| Veuu Inc. | Director | Current | Private company. |
| NIH Clinical Research Hospital | Chair Emerita (board) | Prior | Federal research hospital governance. |
| Princeton University | Trustee Emerita | Prior | Academic governance. |
| Cantel Medical Corp. (public) | Director | 2015–2021 | Left at acquisition by another public healthcare company. |
Board Governance
- Independence: The Board determined Dr. Forese is independent under Nasdaq corporate governance standards.
- Board/committee structure and activity (2024): Board met 13 times; Audit (6 meetings), Compensation (6), Governance (2), Compliance & Ethics (4). Company disclosed no current director attended fewer than 75% of meetings for their service period in 2024; independent directors hold regular executive sessions.
- Committee assignments (current): Member, Compliance & Ethics Committee (chair: Teresa DeLuca, M.D.). Not listed on Audit, Compensation, or Governance committees.
| Committee | Role | Notes |
|---|---|---|
| Compliance & Ethics | Member | Oversee compliance, ethics and quality programs; receives reports from Chief Compliance Officer. |
- Leadership: Executive Chairman model (Wayne S. DeVeydt); no lead independent director disclosed.
Fixed Compensation (Director)
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors not associated with Bain) | $100,000 | 2024 structure. |
| Annual equity (restricted stock) | $160,000 grant-date fair value | 2024 structure; vests in full on first anniversary of grant. |
| Committee chair cash retainers | Audit: $25,000; Compensation: $20,000; Compliance & Ethics: $20,000; Governance: $20,000 | 2024 structure. |
| Meeting fees | Not disclosed | No separate meeting fees disclosed. |
Note: Bain-affiliated directors (not applicable to Dr. Forese) did not receive board compensation; Executive Chairman had a separate retainer/bonus program.
Performance Compensation
- No performance-based director compensation disclosed; director equity is time-based restricted stock (vests on first anniversary per 2024 program).
| Metric | Weighting | Targets | Payout Curve |
|---|---|---|---|
| Not applicable for non-employee directors | — | — | — |
Other Directorships & Interlocks
| Company | Public/Private | Sector | Potential Interlock/Conflict Relevance |
|---|---|---|---|
| Cantel Medical Corp. (2015–2021) | Public (acquired 2021) | Infection prevention/medical devices | Historical; no SGRY related-party transaction disclosed. |
| Nereid Therapeutics | Private | Biotech | No SGRY related-party transaction disclosed. |
| Veuu Inc. | Private | Not disclosed | No SGRY related-party transaction disclosed. |
| Shubert Organization | Private | Theater/real estate | No SGRY related-party transaction disclosed. |
| Mother Cabrini Health Foundation | Foundation | Healthcare philanthropy | No SGRY related-party transaction disclosed. |
- Related party disclosure: The proxy’s Related Person Transactions section did not list any transactions involving Dr. Forese; the only enumerated arrangement relates to Bain Capital’s registration rights.
Expertise & Qualifications
- Physician-operator with >40 years in healthcare; proven large-system operating experience (NYP) and clinical quality focus; orthopedic surgery domain expertise.
- Education: Princeton (summa cum laude, Phi Beta Kappa), Columbia (M.D.), Columbia (master’s in health services management).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of March 31, 2025) | Not reported as owning SGRY shares (“—”). |
| Shares outstanding (reference for context) | 128,192,739 outstanding on record date April 8, 2025. |
| 2025 Director equity grant (Form 4) | 6,861 shares of restricted stock awarded on June 10, 2025 at $23.32 per share (≈$159,999 grant-date value). |
| Initial insider filing (Form 3) | Filed January 17, 2025 upon joining Board. |
| Hedging/Pledging | Hedging prohibited for employees, officers and directors; no pledging policy disclosed in proxy. |
Stock ownership guidelines:
- Non-employee directors must hold shares equal to 5x annual retainer; must retain 50% of net shares until compliant. As of March 31, 2025, Dr. Forese had not yet met the guideline (joined January 2025).
Fixed Compensation (Director) – Evidence Table
| Element | 2024 Structure | Source |
|---|---|---|
| Cash Retainer | $100,000 | |
| Equity Retainer (RS) | $160,000 grant-date fair value; vests after 1 year | |
| Chair Fees | Audit $25k; Comp $20k; Compliance & Ethics $20k; Governance $20k |
Performance Compensation (Director) – Evidence Table
| Metric | Description | Source |
|---|---|---|
| None | No performance-based elements disclosed for directors |
Insider Trades (Director)
| Date | Filing | Transaction | Notes |
|---|---|---|---|
| Jan 17, 2025 | Form 3 | Initial statement of beneficial ownership | Upon joining the Board. |
| Jun 12, 2025 (reporting Jun 10, 2025) | Form 4 | Stock Award/Grant: 6,861 RS at $23.32 | Director equity grant; aligns with $160k policy level. |
Governance Assessment
Strengths and signals supporting investor confidence
- Independent director with deep operating and clinical credentials; sits on Compliance & Ethics Committee, which oversees compliance, ethics and quality programs—highly relevant to SGRY’s regulatory risk profile.
- Clear director compensation structure skewed to equity (time-vested RS), reinforcing alignment; 2025 grant filed timely on Form 4.
- Robust stock ownership guidelines (5x retainer) and mandatory holding of 50% net shares until compliant; hedging is prohibited.
- Board disclosures note no current director fell below 75% attendance threshold in 2024; regular executive sessions of independent directors.
- Compensation governance infrastructure (FW Cook as independent consultant; peer benchmarking; double-trigger CIC; clawback policy for executive incentive comp) indicates attention to pay risk though director pay itself is straightforward.
Watch items / potential red flags
- New director; as of March 31, 2025 she had not yet met stock ownership guidelines (expected given January 2025 start; retention requirement applies).
- No explicit pledging prohibition disclosed (hedging banned); investors may prefer explicit anti-pledging policy for directors.
- Concentration of influence from Bain-affiliated directors persists at the Board level (unrelated to Dr. Forese); nonetheless Forese is classified as independent.
Additional shareholder context
- 2024 Say‑on‑Pay support was ~95%, indicating broad investor approval of compensation practices.
Related Party & Conflicts Check
- Policy: Audit Committee reviews/approves related person transactions.
- Disclosures: No related person transactions involving Dr. Forese were listed; the only enumerated arrangement related to Bain Capital registration rights.
Compensation Committee Analysis (context for governance quality)
- Independent compensation consultant FW Cook advises the committee; Board concluded no conflicts of interest.
- Peer group used for benchmarking is healthcare-focused and size-adjusted (e.g., Acadia Healthcare, Encompass Health, Option Care Health, Select Medical).
Summary Implications
- Board effectiveness: Forese’s compliance/clinical operations background is well-matched to Compliance & Ethics oversight, a key risk area for SGRY’s ambulatory surgery model.
- Alignment: Equity-heavy director pay and ownership guidelines drive alignment; initial Form 4 grant evidences onboarding to the program.
- Conflicts: None disclosed related to Dr. Forese; independence affirmed.