The following tables provide pay versus performance information required by Regulation
S-K.
For information regarding the Company’s
pay-for-performance
philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation: Compensation Discussion and Analysis.”
| Year | Summary Compensation Table (“SCT”) Total for First PEO(1) | SCT Total for Second PEO(1) | SCT Total for Third PEO(1) | Compensation Actually Paid (“CAP”) to First PEO(2) | CAP to Second PEO | CAP to Third PEO | Average SCT Total for Non-PEO NEOs(3) | Average CAP to Non-PEO NEOs(2)(3) |
|---|
| 2023 | $2,237,839 | N/A | N/A | $1,620,732 | N/A | N/A | $1,721,885 | $1,191,132 |
| 2022 | N/A | $4,655,746 | N/A | N/A | $540,703 | N/A | $1,699,411 | $364,560 |
| 2021 | N/A | $6,848,969 | N/A | N/A | $9,015,601 | N/A | $2,107,197 | $2,525,213 |
| 2020 | N/A | $6,438,682 | $7,597,254 | N/A | $6,438,682 | $4,870,493 | $3,196,697 | $2,468,265 |
| Year · Value of Initial Fixed $100 Investment Based On: · Net (Loss) Income ($ in thousands) · Adjusted EBITDA ($ in thousands)(6) |
|---|
| Total Shareholder Return · Peer Group Total Shareholder Return(4) |
|---|
| 2023 | $33.47 | $99.53 | $(60,408) | $200,418 |
| 2022 | $53.47 | $102.25 | $66,331 | $241,033 |
| 2021 | $97.91 | $138.98 | $130,937 | $265,476 |
| 2020 | $88.31 | $131.41 | $(796,488) | $219,872 |
| (1) | In 2023, our principal executive officer (“PEO”) was Dr. Swift. Mr. Ordan served as our PEO for the entirety of 2021 and 2022. Mr. Ordan and Dr. Medel served as our PEOs in 2020. For purposes of the table, Dr. Swift is our First PEO, Mr. Ordan is our Second PEO and Dr. Medel is our Third PEO. |
| (2) | Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K, however, as required, the dollar amounts include (among other items) equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid during the applicable years. The table below sets forth each adjustment made during the years presented in the table to calculate the compensation “actually paid,” in accordance with Item 402(v) of Regulation S-K, to our NEOs during each year in the table. |
| (3) | During 2023, our non-PEO NEOs consisted of Mr. Richards, Dr. Pickert, Ms. Moore and Mr. Wood. In 2022, our non-CEO NEOs consisted of Messrs. Richards and Dominic Andreano, our former Executive Vice President and General Counsel, Ms. Moore and Dr. Swift. During 2021, our non-PEO NEOs consisted of Messrs. Richards and Andreano, Mr. John C. Pepia, Ms. Moore and Roger “Mack” Hinson, M.D. During 2020, our non-PEO NEOs consisted of Messrs. Richards, Andreano and Pepia, Dr. Hinson, Mr. Stephen D. Farber and Mr. Nicholas J. Nikolopoulos. |
| (4) | The peer group used by the Company consists of the companies used in the S&P 600 Health Care Index, the index used in the Company’s performance graph reported in Part II, Item 5 of its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
| (5) | Adjusted EBITDA is the financial measure from the Tabular List of 2023 Most Important Measures shown below, which, in the Company’s assessment, represents for 2023 the most important performance measure used to link compensation actually paid to our CEOs and other NEOs to the Company’s performance. Adjusted EBITDA is defined on page 32 and is a non-GAAP financial measure. |
| Pediatrix Medical Group, Inc. | 58 | 2024 Proxy Statement |
|---|
| Adjustments to Calculate Compensation “Actually Paid” to First PEO(7) | 2023 |
|---|
| SCT Total | $2,237,839 | |
|---|
| Minus: Grant Date Fair Value of Awards Granted During the Year(8) | $(1,025,015) | |
|---|
| Plus (Minus): CAP Adjustments Calculated Using SEC Methodology(9) | $407,908 | |
|---|
| CAP Total | $1,620,732 | |
|---|
| Adjustments to Calculate Compensation “Actually Paid” to Second PEO(7) | 2022 | 2021 | 2020 |
|---|
| SCT Total | $4,655,746 | $6,848,969 | $6,438,682 |
|---|
| Minus: Grant Date Fair Value of Awards Granted During the Year(8) | $(3,500,013) | $(3,500,021) | $(4,999,998) |
|---|
| Plus (Minus): CAP Adjustments Calculated Using SEC Methodology(9) | $(615,030) | $5,666,653 | $4,999,998 |
|---|
| CAP Total | $540,703 | $9,015,601 | $6,438,682 |
|---|
| Adjustments to Calculate Compensation “Actually Paid” to Third PEO(7) | 2020 | |
|---|
| SCT Total | $7,597,254 | |
|---|
| Minus: Grant Date Fair Value of Awards Granted During the Year(8) | $(6,150,001) | |
|---|
| Plus (Minus): CAP Adjustments Calculated Using SEC Methodology(9) | $3,423,240 | |
|---|
| CAP Total | $4,870,493 | |
|---|
| Adjustments to Calculate Compensation “Actually Paid” to Non-PEO NEOs(7) | 2023 | 2022 | 2021 | 2020 |
|---|
| SCT Total | $1,721,885 | $1,699,411 | $2,107,197 | $3,196,697 |
|---|
| Minus: Grant Date Fair Value of Awards Granted During the Year(8) | $(931,681) | $(1,081,261) | $(990,016) | $(2,163,436) |
|---|
| Plus (Minus): CAP Adjustments Calculated Using SEC Methodology(9) | $400,928 | $(253,590) | $1,408,032 | $1,435,004 |
|---|
| CAP Total | $1,191,132 | $364,560 | $2,525,213 | $2,468,265 |
|---|
| (7) | As shown in these tables, the Compensation “Actually Paid” totals represent the SCT totals for the applicable year, but adjusted as required by SEC rules to include the fair value of current and prior year equity awards that are outstanding, vested or forfeited during the applicable year, instead of the grant date value of awards granted during the applicable year. |
| (8) | Represents the total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for the applicable year. |
| (9) | The fair value of equity component of the CAP calculation was determined in accordance with SEC methodology for this disclosure. Unlike the SCT, which reflects the grant date fair value of equity awards granted during the applicable year, the CAP table reflects equity fair value as follows: |
| • | for awards granted during the applicable year (and which are still outstanding), the year-end value; plus |
| • | for awards granted during prior years that were still outstanding as of the applicable year-end, the change in value as of the applicable year-end compared against the prior year-end; plus |
| • | for awards granted in prior years that vested during the applicable year, the change in value as of the vesting date compared against the prior year-end; plus |
| 2024 Proxy Statement | 59 | Pediatrix Medical Group, Inc. |
|---|
| • | for any awards granted in the applicable year that vested during the applicable year, the value as of the vesting date; plus |
| • | the value of any dividend equivalents that were paid during the applicable year that are not otherwise included in total compensation; minus |
| • | for awards granted in prior years that were forfeited during the applicable year, the value as of the prior year-end. |
The specific calculations with respect to the CAP fair value of equity for the relevant years are shown in the tables below:
| First PEO – CAP Equity Adjustments | 2023 |
|---|
| YE Value of Current Year Awards Outstanding as of YE | $616,999 | |
|---|
| Change in Value as of YE for Prior Year Awards Outstanding as of YE | $(187,294) | |
|---|
| Change in Value as of Vesting Date for Prior Year AwardsThat Vested During the Year | $(21,797) | |
|---|
| Value as of Vesting Date for Current Year Awards That Vested During the Year | $— | |
|---|
| Value as of Vesting Date for Dividend Equivalents Paid During the Year Not Otherwise Included in Total Compensation | $— | |
|---|
| Value as of Prior YE for Prior Year Awards Forfeited During the Year | $— | |
|---|
| Value of Equity for CAP Purposes | $407,908 | |
|---|
| Second PEO – CAP Equity Adjustments | 2022 | 2021 | 2020 |
|---|
| YE Value of Current Year Awards Outstanding as of YE | $— | $4,664,583 | $3,000,006 |
|---|
| Change in Value as of YE for Prior Year Awards Outstanding as of YE | $— | $— | $— |
|---|
| Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year | $(1,748,149) | $1,002,070 | $— |
|---|
| Value as of Vesting Date for Current Year Awards That Vested During the Year | $1,133,119 | $— | $1,999,992 |
|---|
| Value as of Vesting Date for Dividend Equivalents Paid During the Year Not Otherwise Included in Total Compensation | $— | $— | $— |
|---|
| Value as of Prior YE for Prior Year Awards Forfeited During the Year | $— | $— | $— |
|---|
| Value of Equity for CAP Purposes | $(615,030) | $5,666,653 | $4,999,998 |
|---|
| Pediatrix Medical Group, Inc. | 60 | 2024 Proxy Statement |
|---|
| Third PEO – CAP Equity Adjustments | 2020 |
|---|
| YE Value of Current Year Awards Outstanding as of YE | $5,583,464 |
|---|
| Change in Value as of YE for Prior Year Awards Outstanding as of YE | $(546,293) |
|---|
| Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year | $(1,613,931) |
|---|
| Value as of Vesting Date for Current Year Awards That Vested During the Year | $— |
|---|
| Value as of Vesting Date for Dividend Equivalents Paid Duringthe Year Not Otherwise Included in Total Compensation | $— |
|---|
| Value as of Prior YE for Prior Year Awards Forfeited During theYear | $— |
|---|
| Value of Equity for CAP Purposes | $3,423,240 |
|---|
| Non-PEO NEOs – CAP Equity Adjustments | 2023 | 2022 | 2021 | 2020 |
|---|
| YE Value of Current Year Awards Outstanding as of YE | $560,818 | 350,057 | $1,310,553 | $717,561 |
|---|
| Change in Value as of YE for Prior Year Awards Outstanding as of YE | $(150,476) | (496,890) | $60,423 | $(37,398) |
|---|
| Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year | $(9,414) | (106,757) | $37,056 | $(499,755) |
|---|
| Value as of Vesting Date for Current Year Awards That Vested During the Year | $— | — | $— | $1,254,596 |
|---|
| Value as of Vesting Date for Dividend Equivalents Paid During the Year Not Otherwise Included in Total Compensation | $— | — | $— | $— |
|---|
| Value as of Prior YE for Prior Year Awards Forfeited During the Year | $— | — | $— | $— |
|---|
| Value of Equity for CAP Purposes | $400,928 | (253,590) | $1,408,032 | $1,435,004 |
|---|
| 2024 Proxy Statement | 61 | Pediatrix Medical Group, Inc. |
|---|
Relationship Between “Compensation Actually Paid” and Performance
As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a
pay-for-performance
philosophy. The Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation
S-K)
(“CAP”) for a particular year.
The following chart shows the relationship of the compensation actually paid to our PEOs and the average compensation actually paid to our other
non-PEO
NEOs to the total shareholder return for the Company (“PDX”) and for the S&P 600 Healthcare Index (“S&P 600 HC”).
| Pediatrix Medical Group, Inc. | 62 | 2024 Proxy Statement |
|---|
The following chart shows the relationship of the compensation actually paid to our PEOs and the average compensation actually paid to our other
non-PEO
NEOs as compared to our net (loss) income and our Adjusted EBITDA (“AEBITDA”).
Tabular List of Most Important Financial Performance Measures
We consider the below financial performance measures to be the most important measures used by us to link NEO compensation to Company performance. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis.”
| Most Important Financial Measures |
|---|
| • Adjusted EBITDA | • Adjusted Income From Operations |
|---|
| • Stock Price |
|---|
| 2024 Proxy Statement | 63 | Pediatrix Medical Group, Inc. |
|---|
