PEDIATRIX MEDICAL GROUP INC (MD)
Sector: Health Care
2026 Annual Meeting Analysis
PEDIATRIX MEDICAL GROUP INC · Meeting: May 7, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Pediatrix's Directors
Director since May 2022 with relevant financial and healthcare management experience; stock performance check does not trigger a No vote as MD's 3-year return of +47.3% outpaces IHF (Healthcare Providers ETF Benchmark) by +60.7pp, which is below the 65pp threshold required to trigger an Against vote; no overboarding, attendance, or independence concerns identified.
Director since July 2020 with deep finance and executive management experience; stock performance check does not trigger a No vote as the +60.7pp gap versus IHF (Healthcare Providers ETF Benchmark) falls below the 65pp threshold; attended required meetings and serves appropriately on audit and other committees.
Director since July 2025, which is less than 24 months ago, so he is fully exempt from the TSR performance trigger under policy; brings strong clinical and operational expertise as former President and CEO of Children's National Hospital, making him well-qualified for this healthcare company's board.
CEO and Chair since January 2025 and Director since July 2020; as an executive director he is subject to the same TSR trigger as all other directors, but the +60.7pp gap versus IHF (Healthcare Providers ETF Benchmark) falls below the 65pp threshold so no trigger fires; he holds one outside public board seat at The Carlyle Group, which is within the two-seat limit for sitting CEOs.
Director since May 2019 with extensive healthcare executive experience including physician practice management; stock performance check does not trigger a No vote as the +60.7pp gap versus IHF (Healthcare Providers ETF Benchmark) is below the 65pp threshold; no overboarding, attendance, or independence concerns.
Lead Independent Director since 2020 with strong healthcare advisory and executive credentials; the +60.7pp outperformance gap versus IHF (Healthcare Providers ETF Benchmark) is below the 65pp trigger threshold; serves on multiple private and public boards but only one additional public company board seat (CVS Health) in addition to Pediatrix, which is within limits for a non-executive director.
Director since July 2020 with significant healthcare leadership experience; however, the proxy discloses he attended only 8 of 11 applicable meetings (73%), which falls below the 75% attendance threshold that triggers a No vote under policy — this is a clear signal of inadequate engagement regardless of the stated mitigating reason.
Director since July 2020 and Compensation Committee Chair with extensive Mayo Clinic and healthcare management experience; stock performance check does not trigger a No vote as the +60.7pp gap versus IHF (Healthcare Providers ETF Benchmark) is below the 65pp threshold; no attendance, overboarding, or independence concerns.
Director since May 2023 with over 35 years of hospital administration experience; stock performance check does not trigger a No vote as the +60.7pp gap versus IHF (Healthcare Providers ETF Benchmark) is below the 65pp threshold; serves on one additional public board (Lincoln Educational Services), which is within normal limits.
The policy supports voting FOR all nine director nominees. Pediatrix's 3-year stock return of +47.3% outperforms the IHF (Healthcare Providers ETF Benchmark) by +60.7 percentage points, which is below the 65pp threshold needed to trigger Against votes for directors with tenures overlapping the measurement period. Dr. Newman is exempt as a director appointed within the past 24 months. John Starcher's attendance of 73% technically falls below the 75% policy threshold and an Against flag is raised, but all other directors clear every applicable screen. The board discloses a skills matrix, has appropriate audit committee financial expertise, and no overboarding or independence concerns were identified.
Say on Pay
✓ FORCEO
Mark S. Ordan
Total Comp
$14,140,217
Prior Support
93.1%%
CEO total compensation of $14.1 million includes a base salary of $1,000,000 and more than 85% of target direct compensation in variable/performance-linked pay, well above the 50-60% variable pay threshold required by policy — the pay mix is strong. The annual bonus was earned at 200% of the financial component and 100% of the non-financial component, reflecting actual Adjusted Income from Operations of $231 million against a $181 million target, and long-term performance share awards are tied to Adjusted EBITDA goals and a three-year ROIC modifier, representing genuine performance conditions rather than guaranteed payouts. The prior Say on Pay vote received 93.1% support in 2025 (well above the 70% threshold) and the company's stock has significantly outperformed the IHF (Healthcare Providers ETF Benchmark) over the past year (+57.6pp) and three years (+60.7pp), meaning above-benchmark incentive pay is justified by strong shareholder outcomes.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing references audit fees, audit-related fees, tax fees, and other fees in the table of contents but the actual fee dollar amounts are not present in the provided filing text, so the non-audit fee ratio cannot be calculated — per policy, the tenure trigger requires confirmed data to fire and the fee ratio trigger similarly requires actual numbers, so the default FOR vote applies; PricewaterhouseCoopers LLP is a Big 4 firm fully appropriate for a $1.7B market cap company, and no material restatements are disclosed.
Overall Assessment
The 2026 Pediatrix annual meeting ballot is largely straightforward with FOR votes appropriate across the standard proposals: the director slate is well-qualified with strong stock outperformance versus IHF (Healthcare Providers ETF Benchmark), the compensation program is genuinely performance-based with 93% prior-year shareholder support, and PricewaterhouseCoopers is an appropriate Big 4 auditor for a company of this size. The one notable flag is John Starcher's 73% meeting attendance, which falls just below the 75% policy threshold, though the equity plan approval (Proposal 4) cannot be evaluated under current policy scope.