Sector: Health Care
PEDIATRIX MEDICAL GROUP INC · Meeting: May 7, 2026
Directors FOR
8
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Pediatrix's Directors
Against Analysis
Mr. Starcher attended only 8 of 11 applicable board and committee meetings (73%), falling below the policy's 75% attendance threshold; the proxy acknowledges this shortfall and attributes it to pre-existing conflicts, but the attendance trigger is clear and objective.
For Analysis
Director since May 2022 with relevant healthcare and finance experience; stock outperforms IHF (iShares U.S. Healthcare Providers ETF) by +62.7pp over 3 years, well below the 65pp trigger threshold; no overboarding, independence, or attendance concerns.
Director since July 2020 with extensive finance and audit expertise; stock outperforms IHF (iShares U.S. Healthcare Providers ETF) by +62.7pp over 3 years, below the 65pp trigger threshold; attended at least 75% of meetings; no other disqualifying flags.
Director since July 2025, within the 24-month new-director exemption window; extensive pediatric healthcare leadership experience as former CEO of Children's National Hospital; TSR trigger does not apply.
CEO and Chair since January 2025 with deep healthcare operational experience; stock outperforms IHF (iShares U.S. Healthcare Providers ETF) by +62.7pp over 3 years, below the 65pp trigger threshold; serves on one outside public board (The Carlyle Group), within the two-seat limit for a sitting CEO.
Director since May 2019 with extensive healthcare executive experience; stock outperforms IHF (iShares U.S. Healthcare Providers ETF) by +62.7pp over 3 years, below the 65pp trigger threshold; no overboarding or attendance concerns.
Lead Independent Director since 2020 with strong healthcare advisory and finance background; stock outperforms IHF (iShares U.S. Healthcare Providers ETF) by +62.7pp over 3 years, below the 65pp trigger threshold; serves on multiple private and public boards but review of public board seats does not indicate overboarding under the policy's four-seat threshold for non-executive directors.
Director since July 2020 with extensive healthcare management and governance experience; stock outperforms IHF (iShares U.S. Healthcare Providers ETF) by +62.7pp over 3 years, below the 65pp trigger threshold; no attendance, overboarding, or independence concerns.
Director since May 2023 with relevant healthcare industry experience; stock outperforms IHF (iShares U.S. Healthcare Providers ETF) by +62.7pp over 3 years, below the 65pp trigger threshold; no disqualifying flags identified.
Eight of nine director nominees receive a FOR vote. The stock has significantly outperformed the IHF (iShares U.S. Healthcare Providers ETF) benchmark over 3 years (+62.7pp vs. a 65pp trigger threshold), meaning the TSR underperformance trigger does not fire for any director. John M. Starcher, Jr. receives an AGAINST vote solely because he attended only 73% of applicable board and committee meetings, below the policy's 75% minimum threshold.
CEO
Mark S. Ordan
Total Comp
$14,140,217
Prior Support
93.1%%
The prior say-on-pay vote received 93.1% support in 2025, well above the 70% threshold that would require corrective action. The pay structure is heavily performance-based — more than 85% of the CEO's target direct compensation is variable and tied to financial outcomes — with long-term equity split equally between performance stock awards (earned on Adjusted EBITDA targets with a 3-year ROIC modifier) and time-vesting restricted stock, satisfying the policy's 50-60% variable pay requirement. The company's 3-year stock return of +48.3% significantly outperforms the IHF (iShares U.S. Healthcare Providers ETF) benchmark which returned -14.4% over the same period, confirming that above-benchmark incentive pay is aligned with genuine shareholder value creation. A clawback policy is disclosed in the proxy, further supporting governance quality.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not provide a complete fee breakdown table with specific dollar amounts for audit fees versus non-audit fees in the extracted text, so the non-audit fee ratio trigger cannot be evaluated; auditor tenure is also not explicitly disclosed in the provided text. Under policy, when tenure cannot be confirmed, the default is FOR. PwC is a Big 4 firm appropriate for Pediatrix's $1.8B market cap. No material restatements are evident.
This is a routine annual meeting with four proposals. Eight of nine directors receive a FOR vote, with John Starcher receiving an AGAINST solely due to sub-75% meeting attendance. The say-on-pay vote earns a FOR given strong shareholder approval history, a highly performance-weighted pay structure, and meaningful outperformance of the IHF (iShares U.S. Healthcare Providers ETF) benchmark over three years; the auditor ratification also receives a FOR as PwC is an appropriate Big 4 auditor and no independence or restatement concerns are identified.
14 companies disclosed in 2026 proxy filing
