Pediatrix Medical Group, Inc.
For the period ended Mar 26, 2025. Filed Mar 28, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 26, 2025 · Filed Mar 28, 2025
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under Rule 14a-12 |
Pediatrix Medical Group, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No Fee Required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
2025 Notice of Annual Meeting of Shareholders
and Proxy Statement
Take great care of the patient,
everyday and ineveryway.™
Dear Pediatrix Shareholder:
You are cordially invited to attend the 2025 Annual Shareholders’ Meeting of Pediatrix Medical Group, Inc. (“Pediatrix”, the “Company”, “we” or “our”) on Thursday, May 8, 2025, beginning at 10:30 a.m. (ET). The annual meeting will be a virtual meeting conducted solely online via live webcast. In order to attend the annual meeting, you must register at https://proxydocs.com/MD prior to the deadline of May 6, 2025 at 5:00 p.m. (ET). Whether or
not you plan to virtually attend the annual meeting, we urge you to read this Proxy Statement and consider such information carefully before voting.
At the annual meeting, we will ask you to (i) vote on the election of the following individuals to Pediatrix’s Board of Directors: Laura A. Linynsky, Thomas A. McEachin, Mark S. Ordan, Michael A. Rucker, Guy P. Sansone, John M. Starcher, Jr., Shirley A. Weis and Sylvia J. Young; (ii) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2025 fiscal year; (iii) conduct an advisory vote regarding the compensation of our named executive officers for the 2024 fiscal year; and (iv) consider and act upon any other business properly brought before the meeting. Please vote on all the matters described in our Proxy Statement. Your Board of Directors unanimously recommends a vote “FOR” the election of each of the eight nominees for Director stated above, “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2025 fiscal year, and “FOR” the approval of the compensation of our named executive officers for the 2024 fiscal year.
Under the rules of the Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “E-Proxy Notice”) on or about March 28, 2025, to Pediatrix’s shareholders of record at the close of business on March 10, 2025. The E-Proxy Notice contains instructions for your use of this process, including how to access our Proxy Statement and Annual Report and how to vote online. In addition, the E-Proxy Notice contains instructions on how you may (i) receive a paper copy of the Proxy Statement and Annual Report or (ii) elect to receive your Proxy Statement and Annual Report over the Internet.
Whether or not you plan to virtually attend, it is important that your shares be represented and voted at the annual meeting. You may vote your shares over the Internet as described in the E-Proxy Notice. As an alternative, if you received a paper copy of the proxy card by mail, please mark, sign, date and promptly return the card in the self-addressed stamped envelope provided. You may also vote by telephone as described in your proxy card. Voting by telephone, over the Internet, or by mailing a proxy card will not limit your right to attend the annual meeting, revoke your proxy and vote your shares virtually. We appreciate your continued support of our Company.
To the Shareholders of Pediatrix Medical Group, Inc.:
| NOTICE IS HEREBY GIVEN that the 2025 Annual Shareholders’ Meeting of Pediatrix Medical Group, Inc., a Florida corporation (“Pediatrix”, the “Company”, or “our”), will be held at 10:30 a.m., ET, on Thursday, May 8, 2025, virtually, for the following purposes, as more fully described in our Proxy Statement: •to elect, each for a term expiring at the next annual meeting or until a successor has been duly elected and qualified, the following individuals to Pediatrix’s Board of Directors: Laura A. Linynsky, Thomas A. McEachin, Mark S. Ordan, Michael A. Rucker, Guy P. Sansone, John M. Starcher, Jr., Shirley A. Weis and Sylvia J. Young; •to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2025 fiscal year; •to conduct an advisory vote regarding the compensation of our named executive officers for the 2024 fiscal year; and •to consider and act upon such other business as may properly come before the annual meeting. | How toVote Internet Mail Phone |
|---|
The annual meeting will be a virtual meeting conducted solely online via live webcast. In order to attend the annual meeting, you must register at https://proxydocs.com/MDprior to the deadline of May 6, 2025 at 5:00 p.m. (ET).
The Board of Directors of Pediatrix has fixed the close of business on March 10, 2025, as the record date for determining those shareholders entitled to notice of, to virtually attend and to vote at the meeting and any postponement or adjournment thereof.
Whether or not you plan to virtually attend, please vote your shares over the Internet, as described in the Notice of Internet Availability of Proxy Materials (the “E-Proxy Notice”). As an alternative, if you received a paper copy of the proxy card by mail, please mark, sign, date and promptly return the proxy card in the self-addressed stamped envelope provided. You may also vote by telephone as described in your proxy card. Shareholders who vote over the Internet, following the instructions provided in the E-Proxy Notice, who return proxy cards by mail, or vote by telephone prior to the meeting may nevertheless attend the meeting, revoke their proxies and vote their shares virtually.
By Order of the Board of Directors,
Mary Ann E. Moore
Executive Vice President,
General Counsel,
Chief Administrative Officer and Secretary
Sunrise, Florida
March 28, 2025
Table of Contents
| Questions and Answers About Our Annual Meeting | 1 |
|---|---|
| What Is the Date, Time and Place of the Annual Meeting? | 1 |
| What Is the Purpose of the Annual Meeting? | 2 |
| Who Is Entitled to Vote at the Annual Meeting? | 2 |
| What Are the Voting Rights of Pediatrix’s Shareholders? | 2 |
| What Constitutes a Quorum? | 2 |
| What Are “Broker Non-Votes”? | 2 |
| How Are Abstentions and Broker Non-Votes Treated? | 3 |
| Will My Shares Be Voted if I Do Not Provide My Proxy? | 3 |
| How Do I Vote? | 3 |
| What Vote Is Required for the Proposals? | 4 |
| How Does the Board of Directors Recommend I Vote on the Proposals? | 4 |
| How Will My Proxy Holders Vote? | 4 |
| Can I Change My Vote After I Have Voted? | 5 |
| Who Pays for the Preparation of the Proxy Statement? | 5 |
| How Can I Submit a Question or Make a Comment During the Annual Meeting? | 5 |
| Why is the Annual Meeting Being Held Virtually? | 5 |
| Proposal 1: Election of Pediatrix’s Directors | 6 |
| Governance and Related Matters | 7 |
| Questions and Answers About Our Corporate Governance Practices | 7 |
| What Committees Have Our Board of Directors Established? | 7 |
| How Many Times Did Our Board of Directors Meet During 2024? | 7 |
| Are a Majority of Our Directors Independent? | 7 |
| Who Is the “Chair of the Board”? | 8 |
| What Role Does the Board of Directors Serve in Risk Oversight for the Company? | 8 |
| How Can Shareholders and Other Interested Parties Communicate with the Board of Directors? | 10 |
| Has Pediatrix Adopted a Code of Conduct? | 10 |
| Has Pediatrix Adopted a Clawback Policy? | 11 |
| Has Pediatrix Adopted an Insider Trading Policy? | 11 |
| Does Pediatrix Require its Executive Officers and Board of Directors to Retain a Certain Amount of Pediatrix Common Stock? | 11 |
| Has Pediatrix Adopted an Anti-Hedging and Anti-Pledging Policy? | 11 |
| Does Pediatrix Have a Director Retirement Age Policy? | 11 |
| Report of the Audit Committee | 12 |
| Directors and Executive Officers | 14 |
| Pediatrix’s Directors and Executive Officers | 14 |
| Director Skills Matrix | 22 |
| Committees of the Board of Directors | 22 |
| Audit Committee | 22 |
| Compensation and Talent Committee | 23 |
| Nominating and Corporate Governance Committee | 24 |
| Strategy Committee | 25 |
| Risk Considerations in Our Compensation Programs | 25 |
| Certain Relationships and Related Person Transactions | 25 |
| Review and Approval of Related Person Transactions | 26 |
| Transactions with Related Persons | 26 |
| Compensation Committee Interlocks and Insider Participation | 27 |
| Social and Environmental Sustainability | 27 |
| Executive Compensation: Compensation Discussion and Analysis (“CD&A”) | 28 |
| Section I: A Message to Our Shareholders | 28 |
| Section II: Compensation and Talent Committee Report | 29 |
| 2025 Proxy Statement | i | Pediatrix Medical Group, Inc. |
|---|
TABLE OF CONTENTS
| Section III: Executive Summary | 30 |
|---|---|
| 2024 Business Highlights | 30 |
| 2024 Financial Information | 31 |
| Response to Say-on-Pay Vote and Shareholder Outreach | 31 |
| CEO Pay At-A-Glance | 35 |
| Elements of Pay | 36 |
| Section IV: Overview of the Executive Compensation Program | 37 |
| The Guiding Principles of Our Pay Philosophy | 37 |
| How Pay Decisions Are Made | 37 |
| Section V: The Executive Compensation Program in Detail | 39 |
| Base Salary | 39 |
| 2024 Base Salary Decisions | 39 |
| Annual Bonuses | 39 |
| 2024 Annual Bonus Program | 39 |
| Equity-Based Awards | 44 |
| 2024 Equity-Based Awards | 44 |
| 2024 Tranches of Prior Year Performance Share Awards | 48 |
| Actual Performance and Shares Earned under Performance Share Awards | 49 |
| Other Practices, Policies & Guidelines | 49 |
| Equity Grant Practices | 49 |
| Clawback Policy | 50 |
| Stock Ownership and Retention Policy | 50 |
| Anti-Hedging and Anti-Pledging Policy | 51 |
| Retirement and Deferred Compensation Plans | 51 |
| Benefits and Perquisites | 51 |
| Employment Agreements | 52 |
| Summary Compensation Table | 53 |
| Grants of Plan-Based Awards in 2024 | 54 |
| Outstanding Equity Awards at 2024 Fiscal Year-End | 55 |
| Stock Vested in Fiscal Year 2024 | 56 |
| Potential Payments Upon Termination or Change in Control | 56 |
| Chief Executive Officer Pay Ratio | 60 |
| Pay Versus Performance | 61 |
| Director Compensation | 68 |
| Share Ownership Information | 69 |
| Security Ownership of Certain Beneficial Owners and Management | 69 |
| Independent Auditors | 71 |
| Independent Auditors | 71 |
| Fees Paid to Independent Auditors | 71 |
| Audit Fees | 71 |
| Audit-Related Fees | 71 |
| Tax Fees | 71 |
| All Other Fees | 71 |
| Pre-Approval Policies and Procedures | 71 |
| Proposal 2: Ratification of the Appointment of Independent Auditors | 72 |
| Proposal 3: Advisory Vote on Executive Compensation | 73 |
| Other Business | 75 |
| Information Concerning Shareholder Proposals | 75 |
| Pediatrix Medical Group, Inc. | ii | 2025 Proxy Statement |
|---|
TABLE OF CONTENTS
This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which may include, but are not limited to, statements relating to our objectives, plans and strategies, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. These statements are often characterized by terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions, and are based on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Any forward-looking statements in this proxy statement are made as of the date hereof, and we undertake no duty to update or revise any such statements, whether as a result of new information, future events or otherwise, except as required by law. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in our Annual Report on Form 10-K for the year ended December 31, 2024. Website references throughout this proxy statement are provided for convenience only, and none of the statements on our websites or reports referenced or discussed in this proxy statement are deemed to be part of, or incorporated by reference into, this proxy statement.
| 2025 Proxy Statement | iii | Pediatrix Medical Group, Inc. |
|---|
Proxy Statement
We are furnishing this Proxy Statement and related materials to Pediatrix’s shareholders as part of the solicitation of proxies by Pediatrix’s Board of Directors for use at Pediatrix’s 2025 Annual Shareholders’ Meeting and at any postponement or adjournment of the meeting. As used in this Proxy Statement, unless the context otherwise requires, the terms “Pediatrix,” “we,” “us,” “our” and the
“Company” refer to the parent company, Pediatrix Medical Group, Inc., a Florida corporation, and the consolidated subsidiaries through which its businesses are actually conducted, including Pediatrix® and its affiliated medical groups, Pediatrix® Medical Group and Obstetrix® Medical Group, together with Pediatrix’s affiliated business corporations or professional associations, professional corporations, limited liability companies and partnerships.
Under the rules and regulations of the SEC, we are furnishing our proxy materials to our shareholders over the Internet and providing a Notice of Internet Availability of Proxy Materials (the “E-Proxy Notice”) by mail instead of mailing a printed copy of our proxy materials, which include our Proxy Statement and Annual Report, to all Pediatrix shareholders. The E-Proxy Notice will instruct you on how you may access and review all of the important information contained in the proxy materials. The E-Proxy Notice also instructs you how you may submit your proxy via the Internet. You will not receive a printed copy of the proxy materials unless you request to receive these materials in hard copy by following the instructions provided in the E-Proxy Notice.
We are mailing the E-Proxy Notice on or about March 28, 2025 to Pediatrix’s shareholders of record at the close of business on March 10, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.