Earl H. Devanny III
SelectQuoteAbout Earl H. Devanny III
Independent Class II director at SelectQuote since February 2020; age 73 with 5.5 years of board tenure as of the 2025 proxy. Former healthcare technology executive (Cerner, TriZetto, Nuance, Tract Manager) with an undergraduate degree from the University of the South (Sewanee). Board has determined he is independent under NYSE standards and he serves across multiple committees, including co-chairing the Healthcare Oversight Committee .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Cerner Corporation | President | 1999–2010 | Health information technology supplier; senior operating leadership |
| TriZetto Corporation | Chairman & CEO | 2010–2013 | Healthcare IT provider; chief executive and board leadership |
| Nuance Communications (Healthcare) | President, Healthcare Business | 2014–2016 | Led healthcare segment for voice/language solutions company |
| Tract Manager | Chief Executive Officer | 2016–2021 | Provider of healthcare strategic sourcing and compliance; company sold in 2021 |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Commerce Bancshares, Inc. (NASDAQ: CBSH) | Director | 2010–April 2025 | Public company |
| Accesshealthcare | Director | Current | Private |
| McNeil Trusts | Director | Current | Private |
Board Governance
- Committees: Audit Committee member; Compensation and Talent Development Committee member; Healthcare Oversight Committee co-chair; also served on a Special Litigation Committee in FY2025 .
- Independence and engagement: Board determined Devanny is independent; all Audit and Compensation Committee members (including Devanny) satisfy SEC/NYSE independence standards .
- Attendance: Board held 4 meetings in FY2025; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Board structure: Independent, non-executive Chairman (Donald L. Hawks III); executive sessions of independent directors are held regularly, presided over by the Chair .
- Healthcare oversight: Co-chair of the Healthcare Oversight Committee, which expanded in 2025 to include regulatory compliance oversight (federal/state healthcare laws) .
Fixed Compensation
| Component (FY2025) | Amount ($) |
|---|---|
| Board annual retainer | 50,000 |
| Audit Committee membership | 10,000 |
| Compensation Committee membership | 5,000 |
| Healthcare Oversight Committee membership | 5,000 |
| Healthcare Oversight Committee Co-Chair fee | 15,000 |
| Special Litigation Committee membership | 10,000 |
| Total Fees Earned/Paid in Cash | 95,000 |
| Meeting fees (per-meeting) | None; reimbursed expenses only |
Performance Compensation
| Equity Award (FY2025) | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU Retainer | Nov 12, 2024 | 52,631 | 129,999 | Generally vests at next annual meeting (one-year), subject to continued service |
| Stock options outstanding (as of 6/30/2025) | — | 25,000 | — | Outstanding; strike/term not disclosed in director table |
Notes:
- Non-employee directors target annual RSU grants are set at $130,000, with units determined by the grant-date closing price; initial RSU grants for new directors vest ratably over three years, while annual RSU retainers vest at the following annual meeting .
- Devanny’s FY2025 stock awards totaled $129,999, and his cash compensation was $95,000, indicating a balanced cash/equity mix aligned with long-term value creation .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Influence |
|---|---|---|
| Commerce Bancshares, Inc. | Former director through April 2025 | Financial services exposure; not a SelectQuote competitor |
| Brookside-related directors (others on SLQT board) | Hawks and Weldon affiliated with Brookside; Brookside holds ~10.1% | Governance influence via significant stockholder and multiple board seats, though Devanny is not affiliated with Brookside |
Expertise & Qualifications
- Deep healthcare technology and operations leadership across Cerner, TriZetto, Nuance, and Tract Manager, providing domain expertise for SLQT’s Healthcare Services evolution .
- Broad governance experience from long tenure at a public financial institution (Commerce Bancshares) .
- Multi-committee service at SLQT, including audit and compensation oversight and co-chairing healthcare compliance, indicating strong governance engagement .
Equity Ownership
| Category | Amount/Details |
|---|---|
| Shares held directly | 310,583 |
| Indirect holdings (Devanny LLC) | 38,500; Devanny disclaims beneficial ownership except for pecuniary interest |
| RSUs vesting within 60 days of 9/20/2025 | 52,631 |
| Options exercisable within 60 days of 9/20/2025 | 25,000 |
| Total beneficial ownership | 426,714 shares; represents <1% of outstanding |
| Ownership guidelines | Directors must hold ≥5x annual Board retainer; all directors (including Devanny) have attained required ownership |
| Hedging/pledging | Company prohibits hedging, short selling, and pledging of company stock (narrow, pre-cleared exceptions) |
Governance Assessment
- Strengths: Independent status; multi-committee breadth (Audit, Compensation, Healthcare Oversight co-chair); consistent attendance; equity ownership aligned with director ownership guidelines; anti-hedging/anti-pledging policy supports alignment .
- Pay-for-performance alignment: Director compensation uses annual RSU grants ($130,000 target) and modest cash retainers without meeting fees; balances long-term equity with cash .
- Potential risks/RED FLAGS:
- Special Litigation Committee service indicates ongoing or anticipated legal matters; while a prudent board response, investors should monitor disclosures and outcomes of related proceedings .
- Governance constraints from 2025 Preferred equity financing: Morgan Stanley and Bain hold consent rights on key actions and director designation rights, elevating investor influence; board independence processes should remain vigilant amidst these terms .
- Related-party exposure appears limited for Devanny; indirect holdings via Devanny LLC are disclosed with beneficial ownership disclaimers .
Say-on-Pay context: SLQT’s 2024 say-on-pay received ~92% support; Compensation Committee retained independent consultant Semler Brossy; robust clawback policy adopted in 2023, reinforcing governance disciplines (executive focus but relevant to overall governance posture) .