Pediatrix Medical Group, Inc.
For the period ended Jun 30, 2025. Filed Aug 5, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 5, 2025
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Item 5. Other Information
Rule 10b5-1 Trading Plans
During the three months ended June 30, 2025, none of the Company’s directors or officers adopted orterminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
Appointment of Chief Investment and Strategy Officer
Effective on August 1, 2025 (the “Effective Date”), the Company’s Board of Directors (the “Board”) appointed Mr. Don Gregory Neeb to serve as the Company’s Chief Investment and Strategy Officer.
Prior to his appointment, Mr. Neeb served as Managing Partner of Neeb Management LLC and Neeb Investments LLC, healthcare and real estate advisory and investment firms he founded in 2013 serving global institutional clients. From 2016 to 2018, Mr. Neeb served as President and Chief Investment Officer of Quality Care Properties, Inc. (formerly NYSE: QCP) prior to its sale to Welltower Inc. and ProMedica Health System. From 2008 to 2013, Mr. Neeb served as Chief Investment and Administrative Officer for Sunrise Senior Living, Inc. (formerly NYSE: SRZ) prior to its sale to Welltower Inc. and Kohlberg Kravis Roberts & Co. LP. From 1995 to 2007, Mr. Neeb served as Chief Investment Officer for The Mills Corporation (formerly NYSE: MLS), prior to its sale to Simon Property Group and Farallon Capital Management. From 1989 to 2004, Mr. Neeb worked as a Manager at Kenneth Leventhal & Company serving real estate and financial institution clients. Mr. Neeb earned a B.B.A. from the University of Michigan Ross School of Business.
In connection with his appointment as Chief Investment and Strategy Officer, on the Effective Date, Mr. Neeb, the Company and a wholly-owned subsidiary of the Company entered into an employment agreement (the “Employment Agreement”), which has an initial term of three years, subject to automatic annual renewals thereafter. Pursuant to the Employment Agreement, Mr. Neeb is to receive, among other items and subject to certain exceptions and conditions set forth therein, (i) an annual salary of $550,000; (ii) a one-time cash retention award of $1,000,000, payable within 30 days of the Effective Date and subject to pro-rata repayment in the event that Mr. Neeb voluntary resigns (other than for “Good Reason,” as defined in the Employment Agreement) or is terminated by the Company for “Cause” (as defined in the Employment Agreement) during the three years following the Effective Date; (iii) an annual performance bonus, with a target opportunity equal to 125% of his annual base salary, with the amount payable based on performance metrics and a performance range to be set annually by the Compensation and Talent Committee of the Board; (iv) an equity transformation award (the “Equity Transformation Award”) in the form of a performance share unit award with respect to 320,000 shares of the Company’s common stock, which will vest, to the extent earned, on the three-year anniversary of the Effective Date and with the shares underlying the Equity Transformation Award being earned in one-third installments based on the Company achieving stock price hurdles equal to $16.94, $20.33 and $23.71 for at least 20 consecutive trading days before the third anniversary of the Effective Date; and (v) annual equity grants in each year during the Employment Period, with a target grant date fair value of no less than $2,762,500.
Under the terms of the Employment Agreement, Mr. Neeb is eligible for cash severance for a termination by the Company without “Cause” or by Mr. Neeb for “Good Reason” equal to two times Mr. Neeb’s base salary, plus two times the greater of his average annual performance bonus and his target bonus, plus a pro rata bonus for the year of termination based on actual performance and the acceleration of Mr. Neeb’s then-outstanding equity awards, with any performance-based awards subject to the achievement of the underlying performance goals. In the event of Mr. Neeb’s termination by the Company without Cause or resignation due to Good Reason, in each case, within six months prior to or twelve months following a Change in Control, Mr. Neeb will receive a severance payment equal to two times his base salary plus two times the greater of his average annual performance bonus and his target bonus, plus a pro rata bonus for the year of termination based on actual performance and the acceleration of Mr. Neeb’s then-outstanding equity awards, with any performance-based awards deemed achieved at the greater of target or actual performance through the date of the change in control. Mr. Neeb is also subject to customary non-competition, non-solicitation, non-disparagement and confidentiality provisions under the terms of the Employment Agreement.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as an exhibit to this Quarterly Report on Form 10-Q.
There are no arrangements or understandings between Mr. Neeb and any other person pursuant to which he was appointed as Chief Investment and Strategy Officer of the Company and no family relationships between Mr. Neeb and any director or executive officer of the Company. Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transactions, and there are no proposed transactions, or series of similar transactions, in which the Company was or is to be a participant and in which Mr. Neeb had a direct or indirect material interest in which the amount involved exceeds or exceeded $120,000.
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