Teresa DeLuca
Surgery PartnersAbout Teresa DeLuca
Teresa DeLuca, M.D., MBA is an independent director of Surgery Partners, Inc. (SGRY) who has served on the Board since September 2016; she is 59 years old as of March 31, 2025 and is a physician-executive with deep healthcare and governance credentials, including cybersecurity and NACD certifications . She earned her M.D. at Jefferson Medical College of Thomas Jefferson University and an M.B.A. from Drexel University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Columbia University – NY Life Science Venture Fund | Managing Director | Jan 2018 – Jan 2020 | Life sciences venture leadership |
| Columbia University | Faculty Advisor, School of Entrepreneurship; Faculty Member, School of Professional Studies | Ongoing (as disclosed) | Academic governance/innovation support |
| Icahn School of Medicine at Mount Sinai | Assistant Clinical Professor of Psychiatry | 2014 – 2017 | Clinical/academic leadership |
| Magellan Health (Magellan Pharmacy Solutions) | Chief Medical Officer | 2012 – 2014 | Pharmacy/clinical leadership |
| Humana | SVP, Pharmacy Health Solutions | Not disclosed | P&L and pharmacy operations leadership |
| Walgreen Co. | National Medical Director & VP, Clinical Sales Solutions | Not disclosed | Clinical-commercial integration |
| Medco | VP, Personalized Medicine; VP, Medical Policy & Clinical Quality; CMO UHG at Medco (as disclosed) | Not disclosed | Personalized medicine and policy leadership |
| PRA International | Senior Director, Global Product Development Services | Not disclosed | Clinical development operations |
| GlaxoSmithKline | Senior Medical Scientist | Not disclosed | R&D/medical science |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| LifeStance (behavioral healthcare) | Director | Since 2024 | Public company directorship |
| Rejuveron (private, Swiss drug discovery) | Director | Since Mar 2022 | Private company board |
| 180 Life Science (biotechnology) | Director | May 2021 – Dec 2023 | Prior public directorship |
| North Bud Farms, Inc. (pharmaceutical commercialization) | Director | May 2018 – Feb 2020 | Prior board role |
Board Governance
- Independence: The Board determined Dr. DeLuca is independent under Nasdaq rules .
- Board attendance: The Board met 13 times in 2024; no current director attended fewer than 75% of Board and applicable committee meetings during the period served in 2024 .
- Committee assignments and activity:
- Audit Committee – Member; Committee met six times in 2024 .
- Compliance and Ethics Committee – Chair; Committee met four times in 2024 .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions as required by Nasdaq .
| Committee | Role | Independence | 2024 Meetings |
|---|---|---|---|
| Audit Committee | Member | Independent | 6 |
| Compliance & Ethics Committee | Chair | Independent | 4 |
Fixed Compensation
| Component (Directors, 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (standard) | $100,000 | Non-employee directors (excluding Bain-affiliated and Executive Chairman) |
| Committee chair fee – Compliance & Ethics | $20,000 | Chair retainer amount |
| Equity grant (annual, RS) | $160,000 | Time-based restricted stock; vests in full on first anniversary of grant |
| Dr. DeLuca – Fees earned or paid in cash (2024) | $120,000 | Reflects $100k base + $20k Compliance & Ethics chair fee |
| Dr. DeLuca – Stock awards (2024) | $160,000 | Annual director equity grant |
| Dr. DeLuca – Total (2024) | $280,000 | Sum of cash and equity |
- Director equity grants vest on the first anniversary of grant (for 2024 awards) .
- Additional chair fees: Audit ($25k), Compensation ($20k), Nominating & Governance ($20k) .
Performance Compensation
- Directors receive time-based restricted stock; no performance-based metrics or bonus program are disclosed for non-employee director compensation .
Other Directorships & Interlocks
| Company | Market Type | Role | Overlap/Notes |
|---|---|---|---|
| LifeStance | Public | Director | Behavioral healthcare focus; current |
| Rejuveron | Private | Director | Drug discovery; current |
| 180 Life Science | Public | Director | Biotech; prior (ended Dec 2023) |
| North Bud Farms, Inc. | Public (as disclosed) | Director | Prior (ended Feb 2020) |
No related-person transactions involving Dr. DeLuca are disclosed; the Audit Committee reviews and approves related party transactions under the Company’s policy .
Expertise & Qualifications
- Physician with active medical license; prior Fortune 50 Chief Medical Officer and P&L owner experience .
- Cybersecurity governance credentials: Carnegie Mellon Cybersecurity Certificate (2016); passed Digital Directors Network Cyber Risk Masterclass exam (2022) .
- NACD Board Leadership Fellow (Master Level) since 2016; NACD Directorship Certified (2020); NACD Subject Matter Expert (exam development) and Board Advisory Faculty (2023); NACD Certification Commissioner (2024) .
- Recognitions: “Director to Watch” (Directors & Boards, 2020); “Featured Director of the Month” (Chief Executive Group, 2022); “Who’s Who in America” (2024); leadership roles with Women Corporate Directors and Madam Chair (2022–2025) .
- Education: M.D. (Jefferson Medical College); MBA (Drexel University) .
Equity Ownership
| Item | Amount/Status | Date/Notes |
|---|---|---|
| Beneficial ownership (common shares) | 58,330 (<1%) | As of March 31, 2025; “*” indicates <1% per proxy table |
| Unvested restricted stock (director grant) | 6,170 shares | As of Dec 31, 2024 for Dr. DeLuca |
| Director ownership guideline | 5× annual retainer (value-based) | Applies to non-employee directors |
| Compliance with guideline | Meets requirement | As of March 31, 2025 (all non-employee directors met, except Dr. Maryland and Dr. Forese) |
| Hedging policy | Prohibited for directors | Insider Trading Policy bans hedging transactions |
| Section 16(a) compliance | No delinquencies noted | Company believes all required filings were made in 2024 |
Governance Assessment
- Strengths
- Independent director; chairs Compliance & Ethics Committee and serves on Audit—key oversight roles for risk, compliance, and financial reporting .
- Meets robust stock ownership guideline (5× annual retainer), aligning interests with shareholders; hedging prohibited, supporting alignment .
- Adequate engagement: Board met 13 times; no director was below 75% attendance in 2024; committees under her purview were active (Audit met 6; Compliance & Ethics met 4) .
- No related-person transactions disclosed involving Dr. DeLuca; Audit Committee oversees related-party review under formal policy .
- Considerations
- Board includes multiple Bain-affiliated directors (do not receive director compensation), reflecting significant sponsor influence; however, Dr. DeLuca is classified as independent under Nasdaq rules .
- Director compensation is time-based (not performance-based), typical for U.S. boards but offers limited direct pay-for-performance linkage at the director level; equity vests after one year .
- Broader governance signals
- Strong say-on-pay support (approx. 95% approval in 2024) indicates constructive shareholder sentiment toward compensation governance .
- Recent auditor transition from Deloitte to EY in 2024 governed by Audit Committee; no disagreements or reportable events disclosed, suggesting orderly change .
Overall, Dr. DeLuca’s committee leadership (Compliance & Ethics chair; Audit member), independence, ownership alignment, and governance credentials support board effectiveness and investor confidence, with no conflicts or attendance concerns disclosed .