DEF 14A 1 d142151ddef14a.htm DEF 14A DEF 14A
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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

Mednax, 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 computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

     

  (2)  

Aggregate number of securities to which transaction applies:

 

     

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  (4)  

Proposed maximum aggregate value of transaction:

 

     

  (5)  

Total fee paid:

 

     

  Fee paid previously with preliminary materials:
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount Previously Paid:

 

     

  (2)  

Form, Schedule or Registration Statement No.:

 

     

  (3)  

Filing Party:

 

     

  (4)  

Date Filed:

 

     

 

 

 


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LOGO


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LOGO

1301 Concord Terrace

Sunrise, Florida 33323-2825

(954) 384-0175

Dear Mednax Shareholder:

You are cordially invited to attend the 2021 Annual Shareholders’ Meeting of Mednax, Inc. (“Mednax”, the “Company”, “we” or “our”) on Wednesday, May 12, 2021, beginning at 10:30 a.m. (ET). Due to continuing concerns regarding the novel coronavirus (“COVID-19”) pandemic and to protect the health and safety of our employees, directors and shareholders, the annual meeting will be a virtual meeting conducted solely online via live webcast and can be attended by visiting www.virtualshareholdermeeting.com/MD2021. 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 Mednax’s Board of Directors: Karey D. Barker, Waldemar A. Carlo, M.D., Paul G. Gabos, Manuel Kadre, Thomas A. McEachin, Roger J. Medel, M.D., Mark S. Ordan, Michael A. Rucker, Guy P. Sansone, John M. Starcher, Jr. and Shirley A. Weis; (ii) approve the amendment and restatement of the Mednax, Inc. Amended and Restated 2008 Incentive Compensation Plan; (iii) approve the amendment and restatement of the Mednax, Inc. 1996 Non-Qualified Employee Stock Purchase Plan, as amended; (iv) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2021 fiscal year; (v) conduct an advisory vote regarding the compensation of our named executive officers for the 2020 fiscal year; and (vi) to 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 eleven nominees for Director stated above, “FOR” the approval of the amendment and restatement of the Mednax, Inc. Amended and Restated 2008 Incentive Compensation Plan, “FOR” the approval of the amendment and restatement of the Mednax, Inc. 1996 Non-Qualified Employee Stock Purchase Plan, as amended, “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2021 fiscal year, and “FOR” the approval of the compensation of our named executive officers for the 2020 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 23, 2021, to Mednax’s shareholders of record at the close of business on March 10, 2021. 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 and vote your shares virtually. We appreciate your continued support of our company.

 

Sincerely,

 

LOGO

 

Mark S. Ordan

Chief Executive Officer

 

March 23, 2021

               

 

LOGO

 


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LOGO

Notice of 2021 Annual

Meeting of Shareholders

TO BE HELD ON MAY 12, 2021

To the Shareholders of Mednax, Inc.:

 

NOTICE IS HEREBY GIVEN that the 2021 Annual Shareholders’ Meeting of Mednax, Inc., a Florida corporation (“Mednax” or the “Company”), will be held at 10:30 a.m., ET, on Wednesday, May 12, 2021, virtually at www.virtualshareholdermeeting.com/MD2021, 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 Mednax’s Board of Directors: Karey D. Barker, Waldemar A. Carlo, M.D., Paul G. Gabos, Manuel Kadre, Thomas A. McEachin, Roger J. Medel, M.D., Mark S. Ordan, Michael A. Rucker, Guy P. Sansone, John M. Starcher, Jr. and Shirley A. Weis;

 

  to approve the amendment and restatement of the Mednax, Inc. Amended and Restated 2008 Incentive Compensation Plan;

 

  to approve the amendment and restatement of the Mednax, Inc. 1996 Non-Qualified Employee Stock Purchase Plan, as amended;

 

  to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2021 fiscal year;

 

  to conduct an advisory vote regarding the compensation of our named executive officers for the 2020 fiscal year; and

 

  to consider and act upon such other business as may properly come before the annual meeting.

                How to

Vote

 

LOGO

Internet

 

LOGO

Mail

 

LOGO

Phone

Due to continuing concerns regarding the COVID-19 pandemic and to protect the health and safety of our employees, directors and shareholders, the annual meeting will be a virtual meeting conducted solely online via live webcast and can be attended by visiting www.virtualshareholdermeeting.com/MD2021.

The Board of Directors of Mednax has fixed the close of business on March 10, 2021, 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,

 

LOGO

Dominic J. Andreano

Executive Vice President,

General Counsel and Secretary

Sunrise, Florida

March 23, 2021


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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 Mednax’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 Mednax’s Directors

     7  

Governance and Related Matters

     8  

Questions and Answers About Our Corporate Governance Practices

     9  

What Committees Have Our Board of Directors Established?

     9  

How Many Times Did Our Board of Directors Meet During 2020?

     9  

Are a Majority of Our Directors Independent?

     9  

Who Are the “Chair of the Board” and “Lead Independent Director”?

     10  

What Role Does the Board of Directors Serve in Risk Oversight for the Company?

     10  

How Can Shareholders Communicate with the Board of Directors?

     10  

Has Mednax Adopted a Code of Conduct?

     11  

Has Mednax Adopted a Clawback Policy?

     11  

Does Mednax Require its Executive Officers and Board of Directors to Retain a Certain Amount of MEDNAX Common Stock?

     11  

Has Mednax Adopted an Anti-Hedging and Anti-Pledging Policy?

     11  

Does Mednax Have a Director Retirement Age Policy?

     12  

Report of the Audit Committee

     12  

Directors and Executive Officers

     14  

Mednax’s Directors and Executive Officers

     14  

Committees of the Board of Directors

     23  

Audit Committee

     23  

Compensation Committee

     24  

Nominating and Corporate Governance Committee

     24  

Risk Considerations in Our Compensation Programs

     25  

Certain Relationships and Related Person Transactions

     25  

Review and Approval of Related Person Transactions

     25  

Transactions with Related Persons

     26  

Compensation Committee Interlocks and Insider Participation

     26  

Environmental, Social and Governance (“ESG”)

     26  

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

     28  

Section I: A Message to Our Shareholders

     28  

Section II: Compensation Committee Report

     29  

Section III: Executive Summary

     30  

2020 Business Highlights

     30  

2020 Financial Information

     31  

Response to Say-on-Pay Vote and Shareholder Outreach

     31  

CEO Pay At-A-Glance

     35  

Section IV: Overview of the Executive Compensation Program

     36  

The Guiding Principles of Our Pay Philosophy

     36  

Elements of Pay

     36  

How Pay Decisions Are Made

     36  

 

 

2021 Proxy Statement   i   Mednax, Inc.


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Section V: The Executive Compensation Program in Detail

     39  

Base Salary

     39  

2020 Base Salary Decisions

     39  

Annual Bonuses

     40  

2020 Annual Bonus Decisions

     41  

Equity-Based Awards

     42  

2020 Equity-Based Awards

     42  

Actual Performance and Shares Earned under the 2020 Performance Share Awards

     45  

One-Time Grants

     46  

Changes to the 2021 Equity Program

     46  

Equity Grant Practices

     46  

Clawback Policy

     47  

Stock Ownership and Retention Policy

     47  

Anti-Hedging and Anti-Pledging Policy

     48  

Retirement and Deferred Compensation Plans

     48  

Benefits and Perquisites

     49  

Termination of Employment and Change in Control Agreements

     49  

Summary Compensation Table

     50  

Grants of Plan-Based Awards in 2020

     52  

Outstanding Equity Awards at 2020 Fiscal Year-End

     54  

Stock Vested in Fiscal Year 2020

     54  

Potential Payments Upon Termination or Change in Control

     55  

Chief Executive Officer Pay Ratio

     62  

Director Compensation

     63  

Share Ownership Information

     65  

Security Ownership of Certain Beneficial Owners and Management

     65  

Independent Auditors

     67  

Independent Auditors

     67  

Fees Paid to Independent Auditors

     67  

Audit Fees

     67  

Audit-Related Fees

     67  

Tax Fees

     67  

All Other Fees

     67  

Pre-Approval Policies and Procedures

     67  
Proposal 2: Approval of the Amendment and Restatement of the Mednax, Inc. Amended and Restated 2008 Incentive Compensation Plan      68  
Proposal 3: Approval of the Amendment and Restatement of the Amended and Restated Mednax, Inc. 1996 Non-Qualified Employee Stock Purchase Plan, as amended      80  

Proposal 4: Ratification of the Appointment of Independent Auditors

     82  

Proposal 5: Advisory Vote on Executive Compensation

     83  

Other Business

     85  

Availability of Annual Report on Form 10-K

     85  

Information Concerning Shareholder Proposals

     85  
Exhibit A - Mednax, Inc. Amended and Restated 2008 Incentive Compensation Plan      A-1  
Exhibit B - Amended and Restated Mednax, Inc. 1996 Non-Qualified Employee Stock Purchase Plan      B-1  

 

 

Mednax, Inc.   ii   2021 Proxy Statement


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LOGO

1301 Concord Terrace

Sunrise, Florida 33323-2825

Proxy Statement

We are furnishing this Proxy Statement and related materials to Mednax’s shareholders as part of the solicitation of proxies by Mednax’s Board of Directors for use at Mednax’s 2021 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 “Mednax,” “we,” “us,” “our” and the “Company” refer to the parent company, Mednax, Inc., a Florida corporation, and the consolidated subsidiaries through which its businesses are actually conducted, together with Mednax’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 Mednax 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 23, 2021 to Mednax’s shareholders of record at the close of business on March 10, 2021.

Questions and Answers About Our Annual Meeting

What Is the Date, Time and Place of the Annual Meeting?

Mednax’s 2021 Annual Shareholders’ Meeting will be held on Wednesday, May 12, 2021, beginning at 10:30 a.m. (ET). Due to continuing concerns regarding the COVID-19 pandemic and to protect the health and safety of our employees, directors and shareholders, the annual meeting will be a virtual meeting conducted solely online via live webcast and can be attended by visiting www.virtualshareholdermeeting.com/MD2021. The online meeting will begin promptly at 10:30 a.m. (ET). We encourage you to access the annual meeting 15 minutes prior to the start time leaving ample time for the check in and to ensure that you can hear audio prior to the annual meeting. If you encounter any difficulties accessing the annual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual annual meeting page for assistance. Technical support will be available 15 minutes prior to the start of the annual meeting.

 

 

2021 Proxy Statement   1   Mednax, Inc.


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QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

 

 

What Is the Purpose of the Annual Meeting?

At the annual meeting, Mednax’s shareholders will be asked to:

 

   

elect 11 Directors, each for a term expiring at the next annual meeting or until a successor has been duly elected and qualified;

 

   

approve the amendment and restatement of the Mednax, Inc. Amended and Restated 2008 Incentive Compensation Plan;

 

   

approve the amendment and restatement of the Mednax, Inc. 1996 Non-Qualified Employee Stock Purchase Plan, as amended;

 

   

ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2021 fiscal year;

 

   

conduct an advisory vote regarding the compensation of our named executive officers for the 2020 fiscal year; and

 

   

consider and act upon such other business as may properly come before the meeting.

Who Is Entitled to Vote at the Annual Meeting?

Only holders of record of our common stock at the close of business on March 10, 2021, the record date for the meeting, are entitled to notice of, to virtually attend and to vote at the annual meeting, or any postponements or adjournments of the meeting. At the close of business on the record date, 86,194,705 shares of our common stock were issued and outstanding and were held by approximately 221 holders of record.

What Are the Voting Rights of Mednax’s Shareholders?

Mednax’s shareholders have one vote per share of Mednax common stock owned on the record date for each matter properly presented at the annual meeting. For example, if you owned 100 shares of our common stock at the close of business on March 10, 2021, you can cast 100 votes for each matter properly presented at the annual meeting.

What Constitutes a Quorum?

A quorum will be present at the meeting if holders of a majority of the issued and outstanding shares of our common stock on the record date are represented at the meeting virtually or by proxy. If a quorum is not present at the meeting, Mednax expects to postpone or adjourn the meeting to solicit additional proxies. Abstentions, including broker non-votes (as described below), will be counted as shares present and entitled to vote for the purposes of determining the presence or absence of a quorum.

What Are “Broker Non-Votes”?

“Broker non-votes” occur when shares held by a brokerage firm are not voted with respect to a proposal because the firm has not received voting instructions from the shareholder and the firm does not have the authority to vote the shares at its discretion. Under the rules of the New York Stock Exchange, brokerage firms may have the authority to vote their customers’ shares on certain routine matters for which they do not receive voting instructions, including the ratification of the appointment of independent auditors. The election of Directors, the advisory vote on executive compensation, the approval of the amendment and restatement of the Mednax, Inc. Amended and Restated 2008 Incentive Compensation Plan and the approval of the amendment and restatement of

 

 

Mednax, Inc.   2   2021 Proxy Statement


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QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

 

 

the Mednax, Inc. 1996 Non-Qualified Employee Stock Purchase Plan, as amended, are considered “non-routine” matters under the New York Stock Exchange rules. In addition, other matters may properly be brought before the meeting that may be considered “non-routine” under the applicable New York Stock Exchange rules. Shares held by a brokerage firm will not be voted on such non-routine matters by a brokerage firm unless it has received voting instructions from the shareholder and, accordingly, any such shares will be “broker non-votes.”

How Are Abstentions and Broker Non-Votes Treated?

Abstentions and broker non-votes are counted as present for purposes of determining the presence of a quorum. Abstentions and broker non-votes will not be counted as votes cast either in favor of or against the election of the nominees for Director, the approval of the amendment and restatement of the Mednax, Inc. Amended and Restated 2008 Incentive Compensation Plan, the approval of the amendment and restatement of the Mednax, Inc. 1996 Non-Qualified Employee Stock Purchase Plan, as amended, the advisory vote on executive compensation, or the ratification of the appointment of our independent auditors.

Will My Shares Be Voted if I Do Not Provide My Proxy?

If your shares are held in the name of a brokerage firm, they will not be voted by the brokerage firm except as described above if you do not give the brokerage firm specific voting instructions. If you are a registered shareholder and hold your shares directly in your own name, your shares will not be voted unless you provide a proxy prior to the meeting.

How Do I Vote?

You can vote in any of the following ways:

To vote via the Internet prior to the annual meeting if you are a registered shareholder:

 

   

Follow the instructions on your proxy card and E-Proxy Notice; and

 

   

Vote your shares as instructed on your proxy card and E-Proxy Notice.

To vote by telephone if you are a registered shareholder who received a paper proxy card:

 

   

Dial 1-800-690-6903 from any touch-tone telephone at any time up until 11:59 p.m. ET on May 11, 2021; and

 

   

Have your proxy card in hand and follow the instructions given to you on the line.

To vote by mail if you are a registered shareholder who received a paper proxy card:

 

   

Mark, sign and date your proxy card; and

 

   

Return it in the envelope provided.

To vote prior to the annual meeting if you hold your shares in “street name,” follow the instructions of your bank or broker.

To vote virtually at the annual meeting if you are a registered shareholder or if you hold your shares in “street name”:

 

   

Access www.virtualshareholdermeeting.com/MD2021;

 

   

If you are a registered shareholder, have your 16-digit control number located on your E-Proxy Notice or your proxy card (if you received a printed copy of the proxy materials); and

 

 

2021 Proxy Statement   3   Mednax, Inc.


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If you hold your shares in “street name,” have your 16-digit control number provided to you by your bank or broker. If you hold your shares in “street name” and do not have your 16-digit control number, please contact your bank or broker prior to the annual meeting.

If you hold shares of our common stock in the Mednax, Inc. Amended and Restated 2008 Incentive Compensation Plan, the Mednax, Inc. 1996 Non-Qualified Employee Stock Purchase Plan, as amended, the Mednax, Inc. 2015 Non-Qualified Stock Purchase Plan, or the Mednax Services, Inc. Thrift and Profit Sharing Plan (collectively, the Plans), your vote with respect to such shares must be received by 11:59 p.m. ET on May 7, 2021.

We recommend that you log-in at least 15 minutes before the annual meeting starts to ensure that you are logged in and able to hear audio when the virtual meeting begins.

What Vote Is Required for the Proposals?

Assuming that a quorum is present at the annual meeting, the 11 Director nominees receiving the highest number of affirmative votes from holders of our common stock will be elected as Directors of Mednax.

Mednax has a majority voting policy as part of its corporate governance principles. The majority voting policy is applicable solely to uncontested elections, which are those elections in which the number of nominees for election is less than or equal to the number of Directors to be elected. Under the majority voting policy, any nominee for Director who receives more “withheld” votes than “for” votes in an uncontested election must submit a written offer to resign as Director. Any such resignation will be reviewed by the Nominating and Corporate Governance Committee and, within 90 days after the election, the independent members of the Board of Directors will determine whether to accept, reject or take other appropriate action with respect to, the resignation, in furtherance of the best interests of Mednax and its shareholders.

How Does the Board of Directors Recommend I Vote on the Proposals?

The Board of Directors recommends that you vote:

 

   

“FOR” the election of each of the 11 nominees for Director named in this Proxy Statement;

 

   

“FOR” the approval of amendment and restatement of the Mednax, Inc. Amended and Restated 2008 Incentive Compensation Plan;

 

   

“FOR” the approval of the amendment and restatement of the Mednax, Inc. 1996 Non-Qualified Employee Stock Purchase Plan, as amended;

 

   

“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2021 fiscal year; and

 

   

“FOR” the approval of the compensation of our named executive officers for the 2020 fiscal year.

How Will My Proxy Holders Vote?

The enclosed proxy designates Mark S. Ordan, our Chief Executive Officer, Dominic J. Andreano, our Executive Vice President, General Counsel and Secretary, and C. Marc Richards, our Executive Vice President and Chief Financial Officer, each with full power of substitution, to hold your proxy and vote your shares. Messrs. Ordan, Andreano and Richards will vote all shares of our common stock represented by proxies properly submitted via telephone or the Internet or properly executed proxies received in time for the annual meeting in the manner specified by the holders of those shares. Messrs. Ordan, Andreano and Richards intend to vote all shares of our common stock represented by proxies properly submitted via telephone, or the Internet, or that are properly executed by the record holder but otherwise do not contain voting instructions, as follows:

 

   

“FOR” the election of each of the 11 nominees for Director named in this Proxy Statement;

 

   

“FOR” the approval of amendment and restatement of the Mednax, Inc. Amended and Restated 2008 Incentive Compensation Plan;

 

 

Mednax, Inc.   4   2021 Proxy Statement


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“FOR” the approval of the amendment and restatement of the Mednax, Inc. 1996 Non-Qualified Employee Stock Purchase Plan, as amended;

 

   

“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2021 fiscal year;

 

   

“FOR” the approval of the compensation of our named executive officers for the 2020 fiscal year; and

 

   

in accordance with the recommendation of Mednax’s Board of Directors, “FOR” or “AGAINST” all other matters as may properly come before the annual meeting.

Can I Change My Vote After I Have Voted?

Voting by telephone, over the Internet or by mailing a proxy card does not preclude a shareholder from voting virtually at the meeting. A shareholder may revoke a proxy, whether submitted via telephone, the Internet or mailed, at any time prior to its exercise by filing with Mednax’s Secretary a duly executed revocation of proxy, by properly submitting, either by telephone, mail or Internet, a proxy to Mednax’s Secretary bearing a later date or by appearing at the meeting and voting online. Virtual attendance at the meeting will not itself constitute revocation of a proxy.

Who Pays for the Preparation of the Proxy Statement?

Mednax will bear the cost of the solicitation of proxies from its shareholders, including preparing, printing and mailing this Proxy Statement, should you request a printed copy of the proxy materials, and the E-Proxy Notice. In addition to solicitations by mail, Mednax’s Directors, officers and employees, and those of its subsidiaries and affiliates, may solicit proxies from shareholders by telephone or other electronic means or virtually but will receive no additional compensation for soliciting such proxies. Mednax will cause banks and brokerage firms and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of our common stock held of record by such banks, brokerage firms, custodians, nominees and fiduciaries. Mednax will reimburse such banks, brokerage firms, custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in doing so.

How Can I Submit a Question or Make a Comment During the Annual Meeting?

If you want to submit a question or make a comment during the annual meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/MD2021, type your question into the “Ask a Question” field, and click “Submit”. Questions and comments submitted via the virtual meeting platform that are pertinent to annual meeting matters will be addressed during the meeting. Questions and comments that are not pertinent to annual meeting matters or that are not addressed during the meeting due to time constraints will be addressed after the meeting by our investor relations department. Consistent with our approach when annual meetings are held in person, questions or comments that are not related to the proposals under discussion, are about personal concerns not shared by shareholders generally, or use blatantly offensive language may be ruled out of order.

Why is the Annual Meeting Being Held Virtually?

We have been closely monitoring the COVID-19 pandemic and the related recommendations and protocols issued by public health authorities and federal, state, and local governments, including current recommendations regarding travel restrictions and large gatherings. In light of these continuing concerns and in order to protect the health and safety of our employees, directors and shareholders, we will be conducting the annual meeting solely online. We are excited to embrace the

 

 

2021 Proxy Statement   5   Mednax, Inc.


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QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

 

 

latest technology to provide expanded access, improved communication and cost savings for our shareholders and the Company. We believe that hosting a virtual meeting will enable more of our shareholders to attend and participate in the meeting since our shareholders can participate from any location around the world with Internet access.

 

 

Mednax, Inc.   6   2021 Proxy Statement


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Proposal 1: Election of Mednax’s Directors

Mednax’s Amended and Restated Articles of Incorporation, as amended (our “Articles of Incorporation”), and Amended and Restated Bylaws provide that the number of Directors constituting Mednax’s Board of Directors will be determined from time to time by resolution adopted by Mednax’s Board of Directors. Upon the recommendation of the Nominating and Corporate Governance Committee, the nominees for Director to be elected at the annual meeting in 2021 by the holders of our common stock are as follows:

 

        Karey D. Barker, who has served as a Director since May 2015;           Mark S. Ordan, who has served as a Director since July 2020;
         
    Waldemar A. Carlo, M.D., who has served as a Director since June 1999;       Michael A. Rucker, who has served as a Director since May 2019;
         
    Paul G. Gabos, who has served as a Director since November 2002;       Guy P. Sansone, who has served as a Director since July 2020;
         
    Manuel Kadre, who has served as Lead Independent Director since March 2014 and as a Director since May 2007;       John M. Starcher, Jr., who has served as a Director since July 2020; and
         
    Roger J. Medel, M.D., who has served as a Director since 1979;       Shirley A. Weis, who has served as a Director since July 2020.
         
    Thomas A. McEachin, who has served as a Director since July 2020;      

Please see below under “Directors and Executive Officers” for the biographies of these nominees for Director.

Each Director elected will serve for a term expiring at Mednax’s 2022 Annual Meeting of Shareholders, which is expected to be held in May 2022, or until a successor has been duly elected and qualified.

Mednax’s Board of Directors has no reason to believe that any nominee will refuse to act or be unable to accept election; however, in the event that a nominee for a directorship is unable to accept election or if any other unforeseen contingencies should arise, proxies will be voted for the remaining nominees and for such other person as may be designated by Mednax’s Board of Directors, unless the proxies provide otherwise.

Vote Required

If a quorum is present at the annual meeting, the 11 nominees receiving the highest number of votes “FOR” election will be elected to the Board of Directors of Mednax, subject to the majority voting policy described above. Proxies will be voted “FOR” all such nominees absent contrary instructions.

 

 
             Mednax’s Board of Directors recommends a vote “FOR
Proposal 1 to elect each of the 11 nominees for Director.

 

 

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Governance and Related Matters

Our business, property and affairs are managed under the direction of our Board of Directors, except with respect to those matters reserved for our shareholders. Our Board of Directors establishes our overall corporate policies, reviews the performance of our senior management in executing our business strategy and managing our day-to-day operations and acts as an advisor to our senior management. Our Board of Directors’ mission is to further the long-term interests of our shareholders. Members of the Board of Directors are kept informed of Mednax’s business through discussions with Mednax’s management, primarily at meetings of the Board of Directors and its committees, and through reports and analyses presented to them. Significant communications between our Directors and senior management occur apart from such meetings.

Settlement Agreement with Starboard

On July 12, 2020, we entered into a Settlement Agreement (the “Settlement Agreement”) with Starboard Value LP and certain of its affiliates (“Starboard”), which owned, in the aggregate, 8,450,000 shares, or approximately 9.9%, of our common stock issued and outstanding as of such date. Pursuant to the Settlement Agreement, we (i) accepted the resignations of each of Cesar L. Alvarez, Michael B. Fernandez, Pascal J. Goldschmidt, M.D., Carlos Migoya and Enrique J. Sosa, Ph.D. (collectively, the “Departing Directors”) as members of the Board of the Directors and from any Board committee memberships, (ii) concurrently with the resignations by the Departing Directors, appointed each of Ms. Weis and Messrs. McEachin, Ordan, Sansone and Starcher (collectively, the “2020 Appointees”) as Directors of the Company with terms expiring at the 2020 annual meeting of shareholders (the “2020 Annual Meeting”); (iii) subject to their consent to serve, nominated the 2020 Appointees and Ms. Barker, Drs. Carlo and Medel and Messrs. Gabos, Kadre and Rucker (collectively, the “Continuing Directors”) for election to the Board of Directors at the 2020 Annual Meeting for terms expiring at our 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”); (iv) recommended, supported and solicited proxies for the election of the 2020 Appointees at the 2020 Annual Meeting in the same manner as we recommend, support, and solicit proxies for the election of the Continuing Directors; (v) determined that each of the 2020 Appointees were deemed to be (a) a member of the “Incumbent Board” or an “Applicable Director” (as such term may be defined in the definition of “Change in Control,” “Change of Control” (or any similar term) under certain of our compensation plans, equity plans, and similar internal documents and (b) a member of the Board of Directors as of the beginning of any applicable measurement period for the purposes of the definition of “Change in Control” or any similar term under our compensation plans, equity plans, and similar internal documents; (vi) accepted the resignation of Mr. Alvarez as Chair of the Board of Directors and appointed Mr. Sansone as Chair of the Board of Directors for the duration of the Standstill Period (as defined below); (vii) accepted the irrevocable resignation of Dr. Medel as a non-employee director and from all applicable committees of the Board of Directors effective upon the conclusion of the 2021 Annual Meeting, however, the Board of Directors has subsequently determined to nominate Dr. Medel for reelection to the Board at the 2021 Annual Meeting; (viii) agreed that, during the Standstill Period, the Board of Directors will not increase the size of the Board to more than 11 directors without Starboard’s consent; (ix) agreed to allow Gavin T. Molinelli, a representative of Starboard, as a Board of Directors observer during the Standstill Period; (x) formed a Strategy Committee of the Board of Directors (the “Strategy Committee”) to review, evaluate and oversee our corporate strategy and identify opportunities to create value for our shareholders; (xi) appointed the members of the Strategy Committee, the Audit Committee of the Board of Directors (the “Audit Committee”), the Compensation Committee of the Board of Directors (the “Compensation Committee”), the Nominating and Corporate Governance Committee of the Board of Directors (the “Nominating and Corporate Governance Committee”) and the Medical Science and Technology Committee of the Board of Directors (the “Medical Science and Technology Committee”), and (xii) disbanded the Executive Committee of the Board of Directors. The Settlement Agreement also governed the composition of the committees of the Board of Directors during the Standstill Period. With respect to the 2020 Annual Meeting, Starboard, among other things, (i) withdrew its letter to the Company in November 2019 nominating a slate of director candidates to

 

 

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be elected to the Board of Directors at the 2020 Annual Meeting and (ii) voted all shares of our common stock beneficially owned by Starboard in favor of the Continuing Directors and in accordance with the Board of Directors’ recommendations on all other proposals. Starboard also agreed to certain customary standstill provisions, effective as of the date of the Settlement Agreement through the earlier of (x) fifteen (15) business days prior to the deadline for the submission of shareholder nominations for the 2021 Annual Meeting pursuant to the Company’s Amended and Restated Articles of Incorporation, as amended, or (y) 100 days prior to the first anniversary of the 2020 Annual Meeting (the “Standstill Period”), which Standstill Period has elapsed.

Questions and Answers About Our Corporate Governance Practices

What Committees Have Our Board of Directors Established?

The standing committees of Mednax’s Board of Directors are the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Medical Science and Technology Committee and the Strategy Committee. Copies of the charters for these committees, as well as our corporate governance principles, are available on our website at www.Mednax.com, other than the charter for the Strategy Committee, which, as of the date of this Proxy Statement, has not been approved by the Strategy Committee. Our website and the information contained therein, other than material expressly referred to in this Proxy Statement, or connected thereto, are not incorporated into this Proxy Statement. A copy of our committee charters and corporate governance principles are also available upon request from Mednax’s Secretary at 1301 Concord Terrace, Sunrise, Florida 33323.

How Many Times Did Our Board of Directors Meet During 2020?

During 2020, Mednax’s Board of Directors held 21 meetings. Committees of the Board of Directors held a combined total of 21 meetings and also took various actions by unanimous written consent. Each Director attended at least 75% of the total number of meetings of Mednax’s Board of Directors and its committees held during 2020 during the period such Director was a member thereof. Although Mednax has no formal policy with respect to its Directors’ attendance at Mednax’s Annual Shareholders’ Meetings, in 2020 all of our Directors attended the Annual Shareholders’ Meeting virtually.

Are a Majority of Our Directors Independent?

Our Board of Directors has reviewed information about each of our Directors and made the determination that all of the non-employee Directors on our Board of Directors, other than Dr. Medel, are independent. In arriving at this conclusion, our Board of Directors made the affirmative determination that each of the non-employee Directors, other than Dr. Medel, meets the Board of Directors’ previously adopted categorical standards for determining independence in accordance with the New York Stock Exchange’s corporate governance rules. In making this determination, the Board of Directors considered transactions and relationships between each Director or any member of such Director’s immediate family and Mednax and its subsidiaries and affiliates. These transactions consisted of those transactions reported below under “Certain Relationships and Related Person Transactions — Transactions with Related Persons.” Our Board of Directors determined that each of these transactions and relationships was within the New York Stock Exchange standards and our categorical standards and that none of the transactions or relationships affected the independence of the Director involved. Our adopted categorical standards for determining independence in accordance with the New York Stock Exchange’s corporate governance rules are contained in our corporate governance principles, a copy of which is available on our website at www.Mednax.com.

 

 

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Who Are the “Chair of the Board” and “Lead Independent Director”?

To assist the Board of Directors in fulfilling its obligations, following each annual meeting of shareholders, Mednax’s Board of Directors designates a non-management Director as “Chair of the Board.” In addition, the Board of Directors, by a majority vote of the non-management Directors, may also designate a non-management Director as “Lead Independent Director.”

Mednax separates the roles of Chief Executive Officer and Chair of the Board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for determining the long-term strategic direction for the Company. The principal responsibility of the Chair of the Board is to serve as chief administrative liaison between independent Directors and Mednax management and to monitor implementation of Board of Directors’ directives and actions. The principal responsibility of the Lead Independent Director, if designated, is to work collaboratively with the Chair of the Board and the Chief Executive Officer with respect to Board of Directors governance and process. The Lead Independent Director has additional responsibilities and authorities set out in our corporate governance principles. We believe this balance of shared leadership between the two positions is a strength for the Company.

At least once a year, the Chair of the Board or Lead Independent Director also presides over meetings of our independent Directors. On July 12, 2020, in connection with our entry into the Settlement Agreement, Mr. Alvarez resigned as Chair of the Board and Mr. Sansone was appointed as his successor. Following our 2020 annual meeting of shareholders, our Board of Directors appointed Mr. Kadre to serve as Lead Independent Director.

The Board believes that its current leadership structure provides the most effective leadership model for our Company, as it promotes balance between the Board’s independent authority to oversee our business and the Chief Executive Officer and the Company’s management team, which manage the business on a day-to-day basis.

What Role Does the Board of Directors Serve in Risk Oversight for the Company?

The Board of Directors evaluates its leadership structure and role in risk oversight on an ongoing basis. The Board of Directors provides oversight of the Company’s risk exposure by receiving periodic reports from senior management regarding matters relating to financial, operational, regulatory, legal and strategic risks and mitigation strategies for such risks. In addition, as reflected in the Audit Committee Charter, the Board of Directors has delegated to the Audit Committee responsibility to oversee, discuss and evaluate the Company’s policies and guidelines with respect to risk assessment and risk management, including internal control over financial reporting. As appropriate, the Audit Committee provides reports to and receives direction from the full Board of Directors regarding the Company’s risk management policies and guidelines, as well as the Audit Committee’s risk oversight activities. The Board of Directors believes that this division of responsibilities is the most effective approach for addressing the risks facing the Company and that the Board’s leadership structure supports this approach.

How Can Shareholders Communicate with the Board of Directors?

Anyone who has a concern about Mednax’s conduct, including accounting, internal controls or audit matters, may communicate directly with our Chair of the Board of Directors, Lead Independent Director, our non-management Directors, the Chair of the Audit Committee or the Audit Committee. In addition, at the request of the Board of Directors, communications that do not directly relate to our Board’s duties and responsibilities as directors will be excluded from distribution. Such excluded items include, among others, “spam;” advertisements, mass mailings, form letters, and email campaigns that involve unduly large numbers of similar communications; solicitations for goods, services, employment or contributions; and surveys. Any excluded communication will be made

 

 

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available to any Director upon request. Such communications may be confidential or anonymous, and may be submitted in writing to the Chief Compliance Officer, Mednax, Inc., 1301 Concord Terrace, Sunrise, Florida 33323, or reported by phone at 877-835-5764. Any such concerns will be forwarded to the appropriate Directors for their review, and will be simultaneously reviewed and addressed by the Company’s General Counsel or Chief Compliance Officer in the same way that other concerns are addressed by us. Mednax’s Code of Conduct, which is discussed below, prohibits any employee from retaliating or taking any adverse action against anyone for raising or helping to resolve an integrity concern.

Has Mednax Adopted a Code of Conduct?

Mednax has adopted a Code of Conduct that applies to all Directors, officers, employees and independent contractors of Mednax and its affiliated professionals. Mednax intends to disclose any amendments to, or waivers from, any provision of the Code of Conduct that applies to any of Mednax’s executive officers or Directors by posting such information on its website at www.Mednax.com.

Mednax has also adopted a Code of Professional Conduct — Finance that applies to all employees with access to, and responsibility for, matters of finance and financial management, including Mednax’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. Mednax intends to disclose any amendments to, or waivers from, any provision of the Code of Professional Conduct — Finance that applies to any of Mednax’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or persons performing similar functions by posting such information on its website at www.Mednax.com.

Copies of our Code of Conduct and the Code of Professional Conduct — Finance are available on our website at www.Mednax.com and upon request from Mednax’s Secretary at 1301 Concord Terrace, Sunrise, Florida 33323.

Has Mednax Adopted a Clawback Policy?

Mednax has adopted a Clawback Policy that permits the Company to seek to recover certain amounts of incentive compensation, including both cash and equity, paid to any executive officer (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) on or after January 1, 2014, if payment of such compensation was based on the achievement of financial results that were subsequently the subject of a restatement of its financial statements due to misconduct, and if the executive engaged in improper conduct that materially contributed to the need for restatement, and a lower amount of incentive compensation would have been earned based on the restated financial results.

Does Mednax Require its Executive Officers and Board of Directors to Retain a Certain Amount of Mednax Common Stock?

Mednax has adopted a Stock Ownership and Retention Policy which requires that each named executive officer and each non-management Director retain Mednax common stock worth a certain multiple of annual base salary, or cash retainer, respectively. Details of the policy and the required ownership levels are described in further detail in the “Executive Compensation: Compensation Discussion and Analysis” section of this Proxy Statement.

Has Mednax Adopted an Anti-Hedging and Anti-Pledging Policy?

Mednax has adopted a policy prohibiting its Directors, management, financial and other insiders from engaging in transactions in Mednax securities or derivatives of Mednax securities that might be considered hedging, or from holding Mednax securities in margin accounts or pledging Mednax securities as collateral for a loan, unless such person clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities.

 

 

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Does Mednax Have a Director Retirement Age Policy?

Mednax has adopted a Director Retirement Age Policy which provides that a Director must retire and may not stand for re-election during the calendar year in which the Director attains age 80. Additionally, no Director may be nominated to a new term if the Director would attain age 80 by the end of the calendar year in which the election is held.

Report of the Audit Committee

The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of Mednax’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that we specifically incorporate such report by reference.

We act under a written charter that has been adopted by Mednax’s Board of Directors. While we have the responsibilities set forth in this charter, it is not our duty to plan or conduct audits or to determine that Mednax’s financial statements are complete, accurate or in compliance with accounting principles generally accepted in the United States (“GAAP”). This is the responsibility of Mednax’s management and independent auditors.

Our primary function is to assist the Board of Directors in their evaluation and oversight of the integrity of Mednax’s financial statements and internal control over financial reporting, the qualifications and independence of Mednax’s independent auditors and the performance of Mednax’s audit functions. In addition, while we are also responsible for assisting the Board of Directors in their evaluation and oversight of Mednax’s compliance with applicable laws and regulations, it is not our duty to assure compliance with such laws and regulations or Mednax’s Compliance Plan and related policies. We are also responsible for overseeing, discussing and evaluating Mednax’s guidelines, policies and processes with respect to risk assessment and risk management and the steps management has taken to monitor and control risk exposure, and we advise the Board of Directors with respect to such matters, as appropriate.

We also oversee Mednax’s auditing, accounting and financial reporting processes generally. Management is responsible for Mednax’s financial statements and the financial reporting process, including the system of internal controls. We also review the preparation by management of Mednax’s quarterly and annual financial statements. Mednax’s independent auditors, who are accountable to us, are responsible for expressing an opinion as to whether the consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of Mednax in conformity with GAAP. Mednax’s independent auditors are also responsible for auditing and reporting on the effective operation of Mednax’s internal control over financial reporting. We are responsible for retaining Mednax’s independent auditors and maintain sole responsibility for their compensation, oversight and termination. We are also responsible for pre-approving all non-audit services to be provided by the independent auditors, and on an annual basis discussing with the independent auditors all significant relationships they have with Mednax to determine their independence.

In fulfilling our oversight role, we met and held discussions with Mednax’s management and independent auditors. Management advised us that Mednax’s audited consolidated financial statements were prepared in accordance with GAAP, and we reviewed and discussed the consolidated financial statements for the fiscal year ended December 31, 2020. In addition, we reviewed and discussed the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of Mednax’s periodic reports, key accounting and reporting issues and the scope, adequacy and assessments of Mednax’s internal controls and disclosure controls and procedures with management and Mednax’s independent auditors. We discussed privately with the independent auditors matters deemed significant by the independent auditors. We discussed privately with the independent auditors matters deemed significant by the independent auditors, including those matters required to be discussed pursuant to the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC.

 

 

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The independent auditors also provided us with the written disclosures and the letter required by applicable requirements of the PCAOB, regarding the independent accountant’s communications with the Audit Committee concerning independence, and we discussed with the independent auditors matters relating to their independence. We also reviewed a report by the independent auditors describing the firm’s internal quality-control procedures and any material issues raised in the most recent internal-quality control review or external peer review or inspection performed by the PCAOB.

Based on our review with management and the independent auditors of Mednax’s audited consolidated financial statements and internal controls over financial reporting and the independent auditors’ report on such financial statements and their evaluation of Mednax’s internal controls over financial reporting, and based on the discussions and written disclosures described above and our business judgment, we recommended to the Board of Directors that the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2020 be included in Mednax’s Annual Report on Form 10-K for the year ended December 31, 2020, for filing with the SEC.

Submitted by the Audit Committee of the Board of Directors.

Paul G. Gabos

Karey D. Barker

Thomas A. McEachin

Michael A. Rucker

 

 

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Directors and Executive Officers

Mednax’s Directors and Executive Officers

Mednax’s current Directors and Executive Officers are as follows:

 

Name

  Age     Position with Mednax

Mark S. Ordan

    62    

Chief Executive Officer and Director

Guy P. Sansone(1)

    56    

Chair of the Board of Directors

Manuel Kadre(1)(3)(4)

    55    

Lead Independent Director

Karey D. Barker(2)(4)

    53    

Director

Waldemar A. Carlo, M.D.(3)(5)

    68    

Director

Paul G. Gabos(2)

    55    

Director

Thomas A. McEachin(1)(2)(4)

    68    

Director

Roger J. Medel, M.D.(5)

    74    

Director

Michael A. Rucker(2)(5)

    51    

Director

John M. Starcher, Jr.(1)(3)(4)(5)

    50    

Director

Shirley A. Weis(3)(4)

    67    

Director

C. Marc Richards

    50    

Executive Vice President, Chief Financial Officer

Dominic J. Andreano

    52    

Executive Vice President, General Counsel and  Secretary

Roger “Mack” Hinson, M.D.

    57    

President, Pediatrix and Obstetrix Medical Groups

John C. Pepia

    58    

Senior Vice President, Chief Accounting Officer

(1)

Member of the Strategy Committee.

(2)

Member of the Audit Committee.

(3)

Member of the Compensation Committee.

(4)

Member of the Nominating and Corporate Governance Committee.

(5)

Member of the Medical Science and Technology Committee.

 

 

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Mark S. Ordan

Director and Chief Executive Officer

 

Director Since:  2020

 

Age:  62

 

Committees:  None

                LOGO                 The Board of Directors has concluded that Mr. Ordan’s qualifications to serve on the Board include his extensive experience in the healthcare industry, including as a senior executive and board member of both public and private companies, together with his extensive experience managing large-scale healthcare operations.
                         

Mark S. Ordan has been a Director and the Chief Executive Officer of the Company since July 2020. Mr. Ordan most recently served as the Chief Executive Officer and Chairman of the board of directors of Quality Care Properties, Inc. (NYSE:QCP)(“QCP”), a self-managed and self-administered real estate investment trust (“REIT”) and one of the nation’s largest actively-managed real estate companies focused on post-acute/skilled nursing and memory care/assisted living properties, from October 2016 to July 2018. Prior to joining QCP, he served as a consultant to HCP, Inc. (NYSE:HCP), a REIT which invests primarily in real estate serving the United States healthcare industry, from March 2016 until QCP’s spin-off from HCP, Inc. in October 2016. Mr. Ordan previously held several positions at Washington Prime Group Inc. (NYSE:WPG), a retail REIT, including as a director from May 2014 to May 2017, Non-Executive Chairman of the board of directors from January 2016 to June 2016, Executive Chairman from January 2015 to January 2016, and Chief Executive Officer from May 2014 until January 2015. From January 2013 to November 2013, Mr. Ordan served as a director and as the Chief Executive Officer of Sunrise Senior Living, LLC, the successor to the management business of Sunrise Senior Living, Inc. (formerly NYSE:SZR)(“Sunrise”), which had been an operator of approximately 300 senior living communities in the United States, Canada and the United Kingdom, prior to its sale in January 2013. Mr. Ordan served as Sunrise’s Chief Executive Officer from November 2008 to January 2013, as its Chief Investment and Administrative Officer from March 2008 to November 2008 and as a director from July 2008 to January 2013. While at Sunrise, Mr. Ordan led its restructuring and oversaw its eventual sale to Health Care REIT, Inc. Prior to Sunrise, he served as the Chief Executive Officer and President of The Mills Corporation (“Mills”) (formerly NYSE:MLS), an owner and manager of a diversified portfolio of regional shopping malls and retail entertainment centers, from October 2006 to May 2007, as its Chief Operating Officer from February 2006 to October 2006 and as a director from December 2006 until March 2007. While at Mills, Mr. Ordan oversaw its operations and its eventual sale to Simon Property Group, Inc. and Farallon Capital Management, L.L.C. in April 2007. Prior to Mills, he served as the President and Chief Executive Officer of Balducci’s LLC, a gourmet food store chain. He also founded and served as Chairman, President and Chief Executive Officer of Fresh Fields Markets, Inc., an organic foods supermarket chain, eventually leading the merger of the company with Whole Foods Markets, Inc. Mr. Ordan was also previously employed in the equities division of the investment banking firm of Goldman Sachs & Co. Since February 2019, Mr. Ordan has served on the Board of Trustees of Federal Realty Investment Trust (NYSE:FRT), a REIT specializing in the ownership, management, development, and redevelopment of high quality retail assets, where he also previously served from 1996 to 2006, including as Chairman from 2001 to 2006. Mr. Ordan has served on the board of directors of Elli Finance (UK) plc, the parent holding company of Four Seasons Health Care, a private home care operator, since October 2018. Previously, Mr. Ordan served on the boards of VEREIT, Inc. (NYSE:VER)(f/k/a American Realty Capital Properties, Inc.), a leading, full-service real estate operating company with investment management capability, a position he held from June 2015 until his appointment as our Chief Executive Officer in July 2020, and of Forest City Realty Trust, Inc. (formerly NYSE: FCEA), a real estate company that owns, develops, manages and acquires commercial and residential real estate, from April 2018 until its acquisition by a real estate fund of Brookfield Asset Management Inc. (NYSE: BAM) in December 2018. Mr. Ordan currently serves on the boards of the U.S. Chamber of Commerce, Vassar College and Holton Arms School. Mr. Ordan received a BA from Vassar College and an MBA from Harvard Business School.

 

 

 

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Guy P. Sansone

Chair of the Board of Directors

 

Director Since:  2020

 

Age:  56

 

Committees:  Strategy

                LOGO                 The Board of Directors has concluded that Mr. Sansone’s qualifications to serve on the Board include his more than 25 years of experience working as an adviser, investor and senior manager of companies in the healthcare industry, together with his extensive financial expertise and leadership experience as a senior executive and board member.
                         

Guy P. Sansone has been Chair of the Board of Directors Director of the Company since July 2020. Mr. Sansone has served as the Co-Founder, Chairman and Chief Executive Officer of H2 Health, a leading regional provider of physical rehabilitation services and clinician staffing solutions, since February 2020. Prior to that, he served as Managing Director at Alvarez & Marsal in New York, a financial advisory and consulting firm notable for its work in turnaround management and performance improvement of a number of large, high-profile businesses across the globe, where he served as Chairman of the firm’s Healthcare Industry Group, which he founded in 2004. Mr. Sansone has also served on the Boards of Directors of Magellan Health, Inc. (NASDAQ: MGLN), a healthcare company focused on special populations, complete pharmacy benefits and other specialty areas of healthcare, since March 2019, and Carisk Partners, a risk transfer, care coordination company, since April 2019, and as Non-Executive Chairman of Brookdale Senior Living, Inc. (NYSE: BKD), an owner and operator of senior living and retirement communities, since January 2020. Mr. Sansone has served on the Board of Advisors for Pager, Inc., a mobile healthcare technology company, since March 2017. Previously, Mr. Sansone served on the Boards of Directors of Civitas Solutions, Inc. (formerly NYSE:CIVI), a leading national provider of home-and community-based health and human services to must-serve individuals with intellectual, developmental, physical or behavioral disabilities and other special needs, from December 2009 until its acquisition by Celtic Intermediate Corp. in March 2019, and HealthPRO Heritage, a leading national provider of therapy management and consulting services, from September 2015 to November 2019. Over the past 20 years, he has invested in and consulted as an executive to numerous companies, focusing on developing and evaluating strategic and operating alternatives designed to enhance value. Mr. Sansone earned a B.S. from the State University of New York at Albany.

 

 

Manuel Kadre

Lead Independent Director

 

Director Since:  2014

 

Age:  55

 

Committees:  Strategy, Compensation, Nominating and Corporate Governance

                LOGO                 The Board of Directors has concluded that Mr. Kadre’s qualifications to serve on the Board include his experience in acquiring and managing businesses, including those in regulated industries and in government relations, his financial expertise as well as his experience as a member of the Board of Trustees of the University of Miami.
                         

Manuel Kadre was elected as a Director in May 2007 and designated as Lead Independent Director in March 2014. Since December 2012, Mr. Kadre has been the Chairman and Chief Executive Officer of Tri-State Luxury Collection, a group of luxury automotive dealerships. From July 2009 until 2013, Mr. Kadre was the Chief Executive Officer of Gold Coast Caribbean Importers, LLC. Mr. Kadre has served on the Board of Directors of Republic Services, Inc. since June 2014 and was appointed as Chairman of the Board of Directors of Republic Services, Inc. in February 2017. Mr. Kadre has also served on the Board of Directors for The Home Depot, Inc. since October 2018. Mr. Kadre also serves on the Board of Trustees of the University of Miami and on the Board of Governors of University of Miami Hospital.

 

 

 

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Karey D. Barker

Director

 

Director Since:  2015

 

Age:  53

 

Committees:  Audit, Nominating and Corporate Governance

                LOGO                 The Board of Directors has concluded that Ms. Barker’s qualifications to serve on the Board include her financial expertise and experience in managing venture capital and public equity funds.
                         

Karey D. Barker was elected as a Director in May 2015. Ms. Barker founded Cross Creek Advisors, LLC, a venture capital firm, in 2013 and has served as its Managing Director, Chief Executive Officer and President since that time. Ms. Barker previously served as Managing Director, Venture of Wasatch Advisors, Inc., an investment advisory services firm, from 2006 until 2012 and served as a member of its Board of Directors from 1995 until 2012. Ms. Barker also serves as a board observer for several investment companies on behalf of Cross Creek Advisors.

 

 

Waldemar A. Carlo, M.D.

Director

 

Director Since:  1999

 

Age:  68

 

Committees:  
Compensation, Medical Science and Technology

                LOGO                 The Board of Directors has concluded that Dr. Carlo’s qualifications to serve on the Board include his experience as a nationally known Professor of Neonatology leading one of the nation’s largest academic neonatal practices as well as his experience performing scientific research and developing and implementing educational programs for physicians.
                         

Waldemar A. Carlo, M.D., was elected as a Director in June 1999. Dr. Carlo has served as Professor of Pediatrics and Director of the Division of Neonatology at the University of Alabama at Birmingham School of Medicine since 1991. Dr. Carlo participates as a member of several medical and professional organizations. He has received numerous research awards and grants and has lectured extensively, both nationally and internationally. Additionally, Dr. Carlo is a recipient of the Apgar Award, the highest recognition given to neonatologists by the American Academy of Pediatrics.

 

 

Paul G. Gabos

Director

 

Director Since:  2002

 

Age:  55

 

Committees:  Audit

                LOGO                 The Board of Directors has concluded that Mr. Gabos’ qualifications to serve on the Board include his management experience as a senior executive and financial expertise as Chief Financial Officer of a publicly traded healthcare services company and prior thereto as an investment banker with a large national firm.
                         

Paul G. Gabos was elected as a Director in November 2002. Mr. Gabos, who is presently retired, served as Chief Financial Officer of Lincare Holdings Inc. (“Lincare”), a provider of oxygen and other respiratory therapy services to patients in the home, from June 1997 through December 2012, until its merger with a subsidiary of Linde AG, and prior thereto served as Vice President – Administration for Lincare. Prior to joining Lincare in 1993, Mr. Gabos worked for Coopers & Lybrand, an accounting firm, prior to its merger with Price Waterhouse, and for Dean Witter Reynolds, Inc., a securities firm. Mr. Gabos served as Chairman of the Board and Audit Committee Chairman of Benefytt Technologies, Inc. (formerly NASDAQ: BFYT), a developer and administrator of individual health insurance plans from 2013 until its acquisition by funds affiliated with Madison Dearborn Partners in August 2020. Over the past eight years, Mr. Gabos has provided strategic and financial consulting services to public companies and private equity firms and is an active investor in and advisor to multiple early stage companies in the healthcare and technology industries.

 

 

 

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Thomas A. McEachin

Director

 

Director Since:  2020

 

Age:  68

 

Committees:  Strategy, Audit, Nominating and Corporate Governance

                LOGO                 The Board of Directors has concluded that Mr. McEachin’s qualifications to serve on the Board include his extensive finance and executive management experience and in-depth knowledge of financial reporting, compliance, accounting and controls and corporate governance matters.
                         

Thomas A. McEachin has been a Director of the Company since July 2020. Mr. McEachin has served on the Board of Directors of Surgalign Holdings, Inc. (NASDAQ: SRGA) (formerly RTI Surgical Holdings, Inc. (NASDAQ: RTIX)), a global medical technology company advancing the science of spine care, since December 2015. Previously, he held executive positions at Covidien Surgical Solutions, a division of Covidien plc (formerly NYSE: COV), a global health care products company and manufacturer of medical devices and supplies, from 2008 to 2012. During his tenure at Covidien Surgical Solutions, he served as Vice President, Finance from 2008 to 2011 and Vice President and Group Chief Financial Officer from 2011 to 2012. From 1997 to 2008, Mr. McEachin served in various finance capacities at United Technologies Corporation (NYSE: UTX), a global leader in the aerospace and building industries, and its subsidiaries, including as chief Investor Relations officer, Vice President and Controller of Pratt & Whitney, and Vice President and Chief Financial Officer of UTC Power. Prior to that, he held several executive positions with Digital Equipment Corporation (formerly NYSE: DEC), a vendor of computer systems, including computers, software, and peripherals, from 1986 to 1997. Mr. McEachin was with Xerox Corporation (n/k/a Xerox Holdings Corporation) (NYSE: XRX), a global corporation that sells print and digital document products and services, from 1975 to 1986, serving as Controller of the procurement organization. Mr. McEachin formerly served as a trustee and officer of the Wadsworth Atheneum (Hartford, CT), the oldest public art institution in the United States, serving on their executive, finance and investment committees. He also is a past board member of the Connecticut Science Center and chair of the audit committee. Mr. McEachin holds a B.S. from New York University and an MBA from Stanford University.

 

 

Roger J. Medel, M.D.

Director

 

Director Since:  1979

 

Age:  74

 

Committees:  Medical Science and Technology

                LOGO                 The Board of Directors has concluded that Dr. Medel’s qualifications to serve on the Board include his experience as our Chief Executive Officer and founder of the Company and a physician with training and experience in the Company’s historical base service line of neonatology.
                         

Roger J. Medel, M.D., has been a Director of the Company since he co-founded it in 1979. Dr. Medel served as the Company’s President until May 2000 and as Chief Executive Officer until December 2002. In March 2003, Dr. Medel reassumed the position of President, serving in that position until May 2004, and Chief Executive Officer, a position in which he served until July 12, 2020 when he retired. Dr. Medel has served as a member of the Board of Trustees of the Dana Farber Cancer Institute, Inc. since January 2016. Dr. Medel was a member of the Board of Trustees of the University of Miami from January 2004 to February 2012. Dr. Medel participates as a member of several medical and professional organizations and, from June 2006 to April 2009, served on the Board of Directors of MBF Healthcare Acquisition Corp.

 

 

 

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Michael A. Rucker

Director

 

Director Since:  2019

 

Age:  51

 

Committees:  Audit, Medical Science and Technology

                LOGO                 The Board of Directors has concluded that Mr. Rucker’s qualifications to serve on the Board include his extensive experience as an executive in the healthcare industry, including the management of physician practices and partnerships.
                         

Michael A. Rucker was elected as a Director in May 2019. Since 2017, Mr. Rucker has served as Chief Executive Officer, and since 2016 as a member of the Board of Directors, of Ivy Rehab Network, Inc., one of the largest networks of physical therapy clinics in the United States. Prior to joining Ivy Rehab, Mr. Rucker served from 2010 to 2017 as Executive Vice President and Chief Operating Officer of Surgical Care Affiliates, Inc., at the time a publicly traded operator of one of the nation’s largest networks of surgical facilities, until its acquisition by UnitedHealth Group. Mr. Rucker has also held executive roles in various healthcare companies, including DaVita, Inc., where he served as Division Vice President from 2005 to 2008 after DaVita acquired Gambro Healthcare, where Mr. Rucker had served in various general management and business development capacities since 1997.

 

 

 

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John M. Starcher, Jr.

Director

 

Director Since:  2020

 

Age:  50

 

Committees:  Strategy, Compensation, Nominating and Corporate Governance, Medical Science and Technology

                LOGO                 The Board of Directors has concluded that Mr. Starcher’s qualifications to serve on the Board include his significant leadership experience as a senior executive in the healthcare industry, including as President and Chief Executive Officer of Bon Secours Mercy Health.
                         

John M. Starcher, Jr. has been a Director of the Company since July 2020. Mr. Starcher is the President and Chief Executive Officer of Bon Secours Mercy Health, a not-for-profit Catholic health system that owns and operates 48 acute care hospitals, over 1,000 sites of care serving more than 10 million patients and has more than 60,000 employees across seven states and two countries, where he has served since September 2018. Prior to this, he served as Chief Executive Officer and President of Mercy Health from April 2016 to August 2018, where he oversaw the development of system strategies and operations for all 23 Mercy Health hospitals and the clinically integrated network across Ohio and Kentucky. Before being promoted to Chief Executive Officer at Mercy Health, Mr. Starcher served as an Executive Vice President of Operations and Chief Executive Officer of the Cincinnati Market at Mercy Health from January 2015 to April 2016. From August 2013 through March 2014, Mr. Starcher served as the Interim President and Chief Executive Officer of Health Management Associates Inc. (formerly NYSE:HMA) (“HMA”), an integrated acute care delivery system with 71 hospitals across 15 states, where he guided HMA through its successful sale to Community Health Systems. Prior to that, Mr. Starcher served as President of HMA’s Eastern Group from February 2012 until August 2013. Before joining HMA, Mr. Starcher served as the Chief Executive Officer of three of Mercy Health’s four divisions — overseeing more than 20 acute care hospitals, five long term care facilities, six home health agencies, and dozens of affiliated clinical practices with more than $3 billion in net revenue. Prior to that, he served as the Chief Executive Officer of the Northeastern Pennsylvania Region, the senior vice president of Human Resources and corporate associate general counsel at Catholic Health Partners. Mr. Starcher started his career in 1993 in Human Resources at the Medical College of Ohio as the Director of Labor Relations where he worked until he joined Catholic Health Partners in 1999. Mr. Starcher serves as a Director on the Boards of Bon Secours Mercy Health, Ensemble Health Partners, the Innovation Institute, Lirio, LLC, and American Pain Consortium, LLC. He also serves on the Advisory Board of HealthQuest Capital. Mr. Starcher holds a Bachelor’s degree in business administration from Bowling Green State University and a Doctorate in Jurisprudence from the University of Toledo. He is licensed to practice law in the State of Ohio (currently inactive) and has actively served as a director on more than 20 boards in varied industries, including banking, insurance, acute and sub-acute healthcare, specialty care, and physician practice organizations.

 

 

 

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Shirley A. Weis

Director

 

Director Since:  2020

 

Age:  67

 

Committees:  Compensation, Nominating and Corporate Governance

                LOGO                 The Board of Directors has concluded that Ms. Weis’ qualifications to serve on the Board include her extensive leadership, management and consulting experience in the healthcare industry, including as Mayo Clinic’s first female Chief Administrative Officer, together with her private and public company board experience.
                         

Shirley A. Weis has been a Director of the Company since July 2020. Ms. Weis has served as the President of Weis Associates, LLC, a consulting firm she founded focused on healthcare management, strategic planning and leadership development, since January 2014. Previously, Ms. Weis was the Vice President and Chief Administrative Officer of Mayo Clinic, a nonprofit medical practice and medical research group, from 2007 until her retirement in December 2013. She joined Mayo Clinic in 1995 and held a number of clinical and administrative leadership positions, including Chair of Administrative Services for the Mayo Clinic in Arizona, Chair of the Mayo Clinic Managed Care Department and Executive Director of Mayo Management Services, Inc. Ms. Weis was also previously a member of the Mayo Clinic Board of Trustees. Ms. Weis has served on the Boards of Directors of Surgalign Holdings, Inc. (NASDAQ: SRGA) (formerly RTI Surgical Holdings, Inc. (NASDAQ: RTIX)), a global medical technology company advancing the science of spine care, since October 2014 (but will not stand for re-election in May 2021) and The Medical Memory, LLC, a Phoenix-based, private company that facilitates recording of medical conversations with doctors and distributes them to patients and families, since July 2017. She previously served on the Boards of Directors of Sentry Insurance Company, a mutual insurance company specializing in business insurance, from May 2015 until April 2019, and Traverse Global Healthcare, a Phoenix-based developer of U.S. — style healthcare facilities in global markets, from February 2014 until the company was dissolved in October 2016. Ms. Weis holds a bachelor of science degree in Nursing from Michigan State University and a Master’s degree in management from Aquinas College. She also received an honorary Doctor of Science degree from Michigan State University. She was named one of the Top 25 Women in Healthcare by Modern Healthcare magazine for 2007 and 2013.

 

 

C. Marc Richards

Executive Vice President and Chief Financial Officer

 

Age:  50

 

Committees:  None

                LOGO                     
                         

C. Marc Richards was appointed Executive Vice President and Chief Financial Officer in September 2020. Prior to joining the Company as Executive Vice President in September 2020, Mr. Richards, served as Chief Financial Officer of Quality Care Properties (“QCP”), a self-managed and self-administered real estate investment trust focused on post-acute/skilled nursing and memory care/assisted living properties, from October 2016 to July 2018. In this role he oversaw the spin-off of QCP from Healthcare Property Investors (“HCP”) and the eventual merger of QCP with Welltower. Prior to the establishment of QCP, Mr. Richards served as a consultant to HCP from March 2016 to October 2016. Mr. Richards previously served as Executive Vice President and Chief Administrative Officer of Washington Prime Group Inc. from January 2015 to January 2016 and as Chief Financial Officer from May 2014 to January 2015. From January 2013 to May 2014, Mr. Richards served as Chief Financial and Administrative Officer of Sunrise Senior Living, LLC (“Sunrise”). He served as Chief Financial Officer of Sunrise from March 2011 to January 2013 and as Chief Accounting Officer of Sunrise from July 2009 to March 2011. Before joining Sunrise, Mr. Richards served in executive roles with JE Robert Companies, Republic Property Trust and The Mills Corporation.

 

 

 

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Dominic J. Andreano

Executive Vice President, General Counsel and Secretary

 

Age:  52

 

Committees:  None

                LOGO                     
                         

Dominic J. Andreano joined the Company in September 2001 and has served as our General Counsel and Secretary since May 2012. Mr. Andreano was appointed as an Executive Vice President in February 2020 and previously served as Senior Vice President from May 2012 to February 2020. Prior to his appointment as Senior Vice President, General Counsel and Secretary, Mr. Andreano previously served as Vice President, Deputy General Counsel for the Company from January 2009 until May 2012, as Associate General Counsel for the Company from January 2004 until January 2009, and prior thereto as Director, Business Development. Prior to joining the Company, Mr. Andreano was an associate in the corporate securities department of Holland & Knight, LLP in Miami from June 2000 until September 2001, and an associate in the healthcare corporate department of Greenberg Traurig, P.A. in Miami from September 1997 until June 2000.

 

 

Roger “Mack” Hinson, M.D.

President, Pediatrix and Obstetrix Medical Group

 

Age:  57

 

Committees:  None

                LOGO                     
                         

Roger “Mack” Hinson, M.D., joined the Company in 2003 and was appointed President of Pediatrix and Obstetrix Medical Group in July 2019. Dr. Hinson previously served as the Chief Operating Officer of Mednax National Medical Group and served in various leadership roles for the Mountain West Region, including President, Regional Vice President and Director of Operations. Prior to serving in these positions, Dr. Hinson served as Corporate Medical Director of one of the Company’s affiliated neonatology practices. Dr. Hinson received his medical degree from the George Washington University School of Medicine and Health Sciences. He completed his pediatric residency at Madigan Army Medical Center. Dr. Hinson completed his neonatal-perinatal medicine fellowship at Walter Reed Army Medical Center and his fellowship postdoctoral research at the National Cancer Institute and the Food and Drug Administration. He is a fellow of the American Academy of Pediatrics. Dr. Hinson holds a master’s degree in management with a focus in leadership from Nova Southeastern University. He has held academic appointments at the Uniformed Services University, Tulane University and the University of Washington.

 

 

 

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John C. Pepia

Senior Vice President and Chief Accounting Officer

 

Age:  58

 

Committees:  None

                LOGO                     
                         

John C. Pepia joined the Company in February 2002 and served as Vice President, Accounting and Finance until May 2016, at which time Mr. Pepia was appointed Senior Vice President and Chief Accounting Officer. The Board of Directors appointed Mr. Pepia as Principal Accounting Officer in August 2016. Prior to joining the Company, from 1996 to 2002, Mr. Pepia held several Vice President of Accounting & Finance positions at ANC Rental Corporation, a car rental company. He served in various financial positions in several public and private companies from 1985 to 1996.

 

Board Characteristics and Diversity

 

LOGO

Committees of the Board of Directors

Audit Committee

Mednax’s Audit Committee held six meetings in 2020. Messrs. Gabos and Rucker and Ms. Barker were members of the committee throughout 2020, with Mr. McEachin replacing Mr. Kadre as a member of the Audit Committee in July 2020. Mr. Gabos acted as chair of the committee throughout 2020. Mednax’s Board of Directors has determined that each of Messrs. Gabos, McEachin and Rucker and Ms. Barker qualify, and that Mr. Kadre qualified, as “audit committee financial experts” as defined by the rules and regulations of the SEC and that each member of the Audit Committee during 2020 meets or met, as applicable, the independence requirements under such rules and regulations and for a New York Stock Exchange listed company.

Mednax’s Board of Directors has adopted a written charter for the Audit Committee setting out the functions that it is to perform. A copy of the Audit Committee Charter is available on our website at www.Mednax.com.

 

 

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Please refer to the Report of the Audit Committee, which is set forth above, for a further description of our Audit Committee’s responsibilities and its recommendation with respect to our audited consolidated financial statements for the year ended December 31, 2020.

Compensation Committee

Mednax’s Compensation Committee held 11 meetings in 2020 and took various other actions via unanimous written consent. In July 2020, Dr. Carlo, Messrs. Kadre and Starcher and Ms. Weis replaced Messrs. Fernandez and Migoya and Dr. Sosa as members of the Compensation Committee. Dr. Sosa acted as chair of the Compensation Committee until Ms. Weis replaced him in July 2020. Mednax’s Board of Directors determined that each member of the Compensation Committee during 2020 meets or met, as applicable, the independence requirements for a New York Stock Exchange listed company.

Mednax’s Board of Directors has adopted a written charter for the Compensation Committee setting out the functions that it is to perform. A copy of the Compensation Committee Charter is available on our website at www.Mednax.com.

The primary purpose of Mednax’s Compensation Committee is to assist Mednax’s Board of Directors in the discharge of the Board of Directors’ responsibilities relating to compensation of executive officers. The scope of authority of Mednax’s Compensation Committee includes the following:

 

   

Evaluating the performance of and setting the compensation for Mednax’s Chief Executive Officer and other executive officers;

 

   

Supervising and making recommendations to Mednax’s Board of Directors with respect to incentive compensation plans and equity-based plans for executive officers;

 

   

Overseeing the review of the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, including discussing at least annually the relationship between risk management policies and practices and compensation and considering, as appropriate, compensation policies and practices that could mitigate any such risk;

 

   

Evaluating whether or not to engage, retain, or terminate an outside consulting firm for the review and evaluation of Mednax’s compensation plans and approving such outside consulting firm’s fees and other retention terms; and

 

   

Conducting an annual self-assessment of the Compensation Committee.

Upon a determination of Mednax’s full Compensation Committee membership, matters may be delegated to a subcommittee for evaluation and recommendation back to the full committee. For a description of the role performed by executive officers and compensation consultants in determining or recommending the amount or form of executive and Director compensation, see “How Pay Decisions are Made.”

Nominating and Corporate Governance Committee

Mednax’s Nominating and Corporate Governance Committee held two meetings in 2020 and took various other actions via unanimous written consent. Mr. Kadre acted as chair of the Nominating and Corporate Governance Committee throughout 2020. Ms. Barker served as a member of the Nominating and Corporate Governance Committee throughout 2020. Messrs. McEachin and Starcher and Ms. Weis replaced Dr. Carlo as members in July 2020. Mednax’s Board of Directors has determined that each member of the Nominating and Corporate Governance Committee during 2020 met or meets, as applicable, the independence requirements for a New York Stock Exchange listed company.

Mednax’s Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee setting out the functions that it is to perform. A copy of the Nominating and Corporate Governance Committee Charter is available on our website at www.Mednax.com.

 

 

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The Nominating and Corporate Governance Committee assists the Board of Directors with respect to nominating new Directors and committee members and taking a leadership role in shaping the corporate governance of Mednax. To fulfill its responsibilities and duties, the committee, among other things, reviews the qualifications and independence of existing Directors and new candidates; assesses the contributions of current Directors; identifies and recommends individuals qualified to be appointed to committees of the Board of Directors; considers rotation of committee members; reviews the charters of the committees and makes recommendations to the full Board of Directors with respect thereto; develops and recommends to the Board of Directors corporate governance principles, including a code of business conduct; and evaluates and recommends succession plans for Mednax’s Chief Executive Officer and other senior executives.

Although the Nominating and Corporate Governance Committee does not solicit Director nominations, the committee will consider candidates suggested by shareholders in written submissions to Mednax’s Secretary in accordance with the procedures described below in the section entitled “Information Concerning Shareholder Proposals.” In evaluating nominees for Director, the committee does not differentiate between nominees recommended by shareholders and others. In identifying and evaluating candidates to be nominated for Director, the committee reviews the desired experience, mix of skills and other qualities required for appropriate Board composition, taking into account the current Board members and the specific needs of Mednax and its Board of Directors. Although the committee does not have a formal policy with regard to the consideration of diversity in identifying Director nominees, the committee’s review process is designed so that the Board of Directors includes members with diverse backgrounds, skills and experience, and represents appropriate financial, clinical and other expertise relevant to the business of Mednax. At a minimum, Director candidates must meet the following qualifications: high personal and professional ethics, integrity and values and a commitment to the representation of the long-term interests of our shareholders.

Risk Considerations in Our Compensation Programs

The Compensation Committee has reviewed the Company’s compensation structures and policies as they pertain to risk and has determined that the Company’s compensation programs do not create or encourage the taking of risks that are reasonably likely to have a material adverse effect on the Company.

Certain Relationships and Related Person Transactions

Review and Approval of Related Person Transactions

Mednax has a written policy for the review and approval or ratification of transactions (i) between Mednax and any Mednax Director or any other entity in which any Mednax Director is a director, officer or has a financial interest; and (ii) in which Mednax is or will be a participant and any related person has or will have a direct or indirect material interest. For purposes of the policy, a related person includes any Mednax Director or Director nominee, executive officer or holder of more than 5% of the outstanding voting stock of Mednax or any of their respective immediate family members. The policy does not apply to transactions pertaining to (i) director or officer compensation that is approved or recommended to Mednax’s Board of Directors for approval by Mednax’s Compensation Committee or (ii) the employment by Mednax of any immediate family member of a related person in a non-officer position and at compensation levels commensurate with that paid to other similarly situated employees.

Pursuant to the terms of the policy, all covered transactions, if determined to be material by Mednax’s General Counsel or if the transaction involves the participation of a member of the Mednax Board of Directors, are required to be promptly referred to the disinterested members of the Mednax Audit Committee for their review or, if less than a majority of the members of Mednax Audit Committee are disinterested, to all the disinterested members of the Mednax Board of Directors. Pursuant to the terms of the policy, materiality determinations must be based on the significance of

 

 

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the information to investors in light of all circumstances, including, but not limited to, the (i) relationship of the related persons to the covered transaction, and with each other, (ii) importance to the person having the interest, and (iii) amount involved in the transaction. All transactions involving in excess of $120,000 are automatically deemed to be material pursuant to the terms of the policy.

The disinterested Directors of Mednax’s Audit Committee or Board of Directors, as applicable, are required to review such material covered transactions at their next regularly-scheduled meeting, or earlier if a special meeting is called by the Chair of the Audit Committee and may only approve such a material covered transaction if it has been entered into in good faith and on fair and reasonable terms that are no less favorable to Mednax than those that would be available to Mednax in a comparable transaction in arm’s length dealings with an unrelated third party at the time it is considered by the disinterested Directors of Mednax’s Audit Committee or Board of Directors, as applicable.

All of the transactions described in “Transactions with Related Persons” below were covered transactions under our policy and the policies and procedures required by the policy were followed in connection with the review and approval or ratification of all of such transactions.

Transactions with Related Persons

Mr. Alvarez served on the Board of Directors from March 1997 to July 2020. Mr. Alvarez is the Senior Chairman of Greenberg Traurig, P.A., which serves as one of Mednax’s outside counsels and receives customary fees for legal services. From January 1, 2020 through Mr. Alvarez’s resignation in July 2020, Mednax paid Greenberg Traurig, P.A. approximately $436,470 for such services and currently anticipates that this relationship will continue. Mr. Alvarez did not personally provide legal services to Mednax and derived no direct personal benefit from Mednax’s payment for legal services to Greenberg Traurig, P.A. Further, the fees derived from Mednax represent an immaterial portion of the overall revenue generated by Greenberg Traurig, P.A.

See also “Governance and Related Matters: Settlement Agreement with Starboard.”

Compensation Committee Interlocks and Insider Participation

In 2020, none of our executive officers or Directors was a member of the Board of Directors of any other company where the relationship would be considered a compensation committee interlock under the SEC rules.

Environmental, Social and Governance (“ESG”)

We believe that our mission to “Take great care of the patient, every day and in every way” uniquely situates us to have a positive impact on the communities we serve. To date, the Company has not had a formal ESG program which identifies, measures and highlights the important work that the Company and its affiliated physicians and other clinicians do to serve their communities and society as a whole. Earlier in 2021, the Company began planning for the creation of a formal ESG program. The Company created an ESG Committee, comprised of senior leaders in the Company’s Clinical Services, Operations, Information Technology, Legal, Compliance, Internal Audit, Human Resources, Finance and Investor Relations departments. The ESG Committee members are tasked with creating a strategic plan for the Company’s ESG program. The ESG Committee will report frequently to an executive committee comprised of the Company’s senior management, which will oversee the ESG Committee’s activities and report to the Company’s Board of Directors.

The ESG Committee is developing a framework for the ESG program based on the Sustainability Accounting Standards Board (“SASB”) standards for companies in the business of Healthcare Delivery and intends to formulate its program around the SASB topics that the ESG Committee

 

 

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identifies as applicable to the Company’s business. During outreach conversations, many of the Company’s shareholders indicated that they use the SASB standards in their evaluation of companies and the ESG Committee has determined that the SASB standards provide an appropriate framework around which the Company can further develop its ESG program.

Please follow our ESG journey as it develops by visiting the ESG section of our website at: www.Mednax.com/ESG.

 

 

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Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

Section I: A Message to Our Shareholders

Dear Mednax Shareholders,

The principal responsibility of the Compensation Committee is to ensure that we have an executive compensation program in place that attracts and retains the best executive workforce in our industry. We believe that having the highest-quality leadership team in place is critical to our mission: “Take great care of the patient, every day and in every way.”® We also recognize that to best serve our patients and shareholders, we must also fulfill our responsibility to “Take great care of the business.” We strive to design an executive officer compensation program that ensures that we accomplish our mission while delivering value to our shareholders.

The Compensation Committee is committed to enhancing our performance-based compensation program to further align our executive compensation with value creation for our shareholders. Our first opportunity to do so was last July, when we crafted the compensation terms for our Chief Executive Officer (“CEO”), Mark S. Ordan. The impact of the COVID-19 pandemic on the Company’s business and the healthcare industry made it unrealistic to set Mr. Ordan’s initial performance metrics at the time based on specific business performance metrics. Accordingly, a significant portion of Mr. Ordan’s initial equity compensation was specifically tied to consistent stock-price appreciation, aligning his compensation with the Company’s performance and return for its shareholders. In addition, on a go-forward basis, a majority of Mr. Ordan’s annual target compensation will be variable or at risk, with the variable component linked to our Company’s performance, with specific, rigorous performance metrics to be determined annually.

The Compensation Committee understands that in 2019 and 2020 our shareholders expressed significant concern about the Company’s executive compensation program. The Compensation Committee has established rigorous but fair performance measures for the Company’s executives for fiscal year 2021, the first year for which the reconstituted committee had the opportunity to set such measures, and a year that remains affected by the uncertainty of COVID-19 and its impacts on our business. Members of the Company’s management team and I engaged with our shareholders earlier this year to understand better their concerns related to executive compensation and we have incorporated those concerns into our 2021 performances metrics, which are discussed in detail on the following pages.

In addition, the Compensation Committee conducted a bid process for a new independent compensation consultant at the end of last year. After considering four major consulting firms, the Compensation Committee selected Compensation Strategies as its new independent compensation consultant. Compensation Strategies has been instrumental in assisting the Compensation Committee in a number of initiatives within a short period of time, including creating a new peer group, which you will find later in this CD&A, and benchmarking Director compensation and equity-based compensation metrics against those peers.

Beginning on the next page of this Proxy Statement, we present specific information about the compensation paid to our CEO and other Named Executive Officers (“NEOs”) for fiscal year 2020. We have provided information regarding how the Company’s 2020 executive compensation program was designed by the prior Compensation Committee, as well as how the reconstituted Compensation Committee designed the compensation of Messrs. Ordan and Richards, as well as our other NEOs, on a go-forward basis.

Finally, we want to thank you for making Mednax part of your investment portfolio. You can be confident in our commitment to deliver exceptional performance that drives shareholder value over the long-term and quality care for the patients that depend on Mednax.

Sincerely,

 

LOGO

Shirley A. Weis

Compensation Committee Chair

 

 

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Section II: Compensation Committee Report

The Compensation Committee determines the compensation for our CEO and other NEOs and oversees the administration of our executive compensation program. The Compensation Committee is composed entirely of independent Directors and is advised as necessary by independent consultants and legal counsel. Our CEO provides advice and recommendations to the Compensation Committee with respect to the compensation of other senior executive officers. Under the rules of the Securities and Exchange Commission, our NEOs for 2020 are:

 

   

Mark S. Ordan, Chief Executive Officer

 

   

C. Marc Richards, Executive Vice President and Chief Financial Officer

 

   

Dominic J. Andreano, Executive Vice President, General Counsel and Secretary

 

   

John C. Pepia, Senior Vice President, Chief Accounting Officer

 

   

Roger “Mack” Hinson, M.D., President, Pediatrix and Obstetrix Medical Group

 

   

Roger J. Medel, M.D., Former Chief Executive Officer

 

   

Stephen D. Farber, Former Executive Vice President and Chief Financial Officer

 

   

Nicholas J. Nikolopoulos, Former Executive Vice President, Chief Strategy and Growth Officer

In fulfilling our role, we met and held discussions with the Company’s management and reviewed and discussed this CD&A. Based on our review and such discussions, we recommended to the Board of Directors that the CD&A be included in this Proxy Statement.

Submitted by the Compensation Committee of the Board of Directors:

Shirley A. Weis

Waldemar A. Carlo, M.D.

Manuel Kadre

John M. Starcher, Jr.

This Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of Mednax filings under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate such report by reference.

 

 

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Section III: Executive Summary

2020 Business Highlights

We are a leading provider of physician services with a wide national network of affiliated physicians who specialize in fields such as prenatal, neonatal, and pediatric specialty care, among others. We use evidence based-tools, continuous quality initiatives, clinical research and telehealth programs to enhance patient outcomes and provide high-quality, cost effective care. Our unique healthcare model has been in place for more than 40 years, allowing us to focus on what is most important in our industry – taking great care of our patients. In 2020, we continued to position ourselves for the future of healthcare by concentrating on our long-term growth strategy.

In 2020, our Company experienced a great amount of transition. In addition to the divestitures described in more detail below, the Company welcomed many new Board members and a new Chief Executive Officer and Chief Financial Officer.

During 2020, our operating results were significantly impacted by the COVID-19 pandemic, beginning in mid-March 2020 and throughout 2020. The COVID-19 pandemic and related “stay at home” and social distancing measures implemented across the country significantly impacted demand for medical services provided by our affiliated clinicians. Beginning in mid-March 2020, our affiliated women’s and children’s office-based practices, which specialize in maternal-fetal medicine, pediatric cardiology, and numerous pediatric subspecialties, experienced a significant elevation of appointment cancellations compared to historical normal levels. We believe COVID-19, either directly or indirectly, has also had an impact on our hospital-based neonatology intensive care unit (“NICU”) patient volumes.

As a result, we implemented a number of actions to preserve our financial flexibility and partially mitigate the significant anticipated impact of COVID-19 on our company. These steps included a suspension of most activities related to our transformational and restructuring programs, limiting these expenditures to those that provide essential support for our response to the COVID-19 pandemic. In addition, (i) we temporarily reduced executive and key management base salaries, including 50% reductions in salaries for our NEOs through June 30, 2020; (ii) our Board of Directors agreed to forego their annual cash retainer and cash meeting payments during the second quarter of 2020; (iii) we enacted a combination of salary reductions and furloughs for non-clinical employees; and (iv) we enacted significant operational and practice-specific expense reduction plans across our clinical operations.

In May 2020, we divested our anesthesiology medical group, which had been experiencing multiple business challenges that were significantly exacerbated by the COVID-19 pandemic and the mass cancellation of non-emergent and elective surgical procedures. The divestiture of our anesthesiology medical group as a significant advance in our efforts to reduce the current and potential future impacts of the disruption from COVID-19 on our operations and financial condition. In December 2020, we divested our radiology medical group. The divestiture of our radiology business was a key step in refocusing our efforts and mission on our core women’s and children’s national medical group.

In July 2020, Dr. Medel retired as our Chief Executive Officer; Dr. Medel’s termination was by the Company without Cause, as that term was defined in his Employment Agreement. In November 2020, Mr. Farber left the Company; Mr. Farber’s termination was by him for Good Reason, as that term was defined in his Employment Agreement. In December 2020, Mr. Nikolopoulos’ employment was terminated by the Company without Cause, as that term was defined in his Employment Agreement. The termination of each executive and the severance and other termination benefits paid to each executive was in accordance with with the executive’s Employment Agreement and no discretionary severance amounts were paid. More information regarding the terms of each executive’s separation and the termination benefits paid to him can be found in the Section entitled “Potential Payments Upon Termination or Change in Control”.

 

 

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2020 Financial Information

Key financial results for the last three fiscal years, including the impact of the challenges we faced in 2020, primarily as a result of the COVID-19 pandemic, are highlighted in the tables below.

 

LOGO    LOGO
  

LOGO

   LOGO

Adjusted earnings before interest, taxes and depreciation and amortization (“Adjusted EBITDA”) is a non-GAAP financial measure. For a description of the rationale for our presentation of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure, for the years ended December 31, 2020, 2019, and 2018, please see the disclosure under the caption “Non-GAAP Measures” in our Annual Report on Form 10-K.

Response to Say-on-Pay Vote and Shareholder Outreach

Each year, we provide our shareholders with the opportunity to approve, or vote against, the compensation of our NEOs (“say-on-pay”). Shareholders did not approve our executive compensation program as disclosed in our 2020 proxy statement.

We are committed to ensuring that our investors fully understand our executive compensation program, including how it aligns the interests of our executives with our shareholders and how it rewards the achievement of our strategic objectives. We believe that the continued delivery of sustainable long-term value to our shareholders requires regular dialogue. To this end, we regularly make efforts to engage in discussions with our shareholders in order to obtain a deeper understanding of our investors’ views regarding our compensation program and other important topics, including Company performance and operations, strategic direction, risk and operational oversight and leadership, among other matters. Outside of formal engagement efforts, we interact throughout the year with our shareholders and make ourselves available to them at their request.

During 2020, we met regularly with active shareholders throughout the year during industry conferences and through conference telephone calls. In September 2020 and January 2021, we reached out to shareholders representing over 55% and 65% of our then outstanding shares, respectively. We then conducted formal shareholder outreach efforts with shareholders who made

 

 

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themselves available to speak with us, which represented 45% and 29% of our then outstanding shares in September 2020 and January 2021, respectively. Conversations with our shareholders included representatives of our senior management team as well as the Chair of the Compensation Committee. The topics discussed at these meetings included corporate governance, including the newly elected members of the Board and the refreshed Board committees, executive compensation philosophy, general strategic discussions and the Company’s recent ESG efforts.

In the area of executive compensation, shareholders expressed to us the importance of measuring executive pay based on goals that are aligned with shareholder value, including profitability. In response to this view, the Compensation Committee modified the performance metrics for its 2021 annual executive equity grants to focus solely on Adjusted EBITDA growth. The Compensation Committee believes that the Adjusted EBITDA goals will focus management on not just growing our business, but doing so profitability, which the Compensation Committee believes will generate shareholder value and align our executives with our shareholders. The Compensation Committee also believes that, given the ongoing and unpredictable impacts of the COVID-19 pandemic on our business, our executives have more control over – and should be more directly measured by – our profitability rather than our overall net revenue, which was consistent with the Compensation Committee’s decision to eliminate the net revenue performance goal.

In arriving at this approach, the Compensation Committee also considered other metrics such as total shareholder return (TSR) and return on invested capital. However, the Compensation Committee did not believe that these metrics were appropriate measures for the Company given the lack of comparable companies in the public markets for measuring TSR and the Company’s current strategy to focus on growing organically versus investing large amounts of capital for acquisitive growth.

Further, we heard that shareholders are focused on our Company’s control of non-clinical spending. We assured our shareholders that our Company has suspended all non-critical activities that were part of our previous transformational and restructuring related initiatives, and that we intend to wind down this activity through the remainder of 2021.

In addition, the Compensation Committee agrees with our shareholders that control of corporate general and administrative expenses is critically important to our success, and accordingly the Compensation Committee introduced a “gate” to our performance-based awards. When an incentive plan uses a “gate,” there is no award payout unless a key measure, one that is not included in the core plan design, is met. For 2021, the Company’s gate is tied to the control of corporate general and administrative expenses, and if general and administrative expenses exceed a specified dollar threshold, no payout will be made on any portion of the performance-based award regardless of whether the other performance metrics are met.

We also heard from certain shareholders that we should align our incentive compensation performance goals with long-term shareholder value. The Compensation Committee discussed the use of multi-year performance goals, and determined that the unpredictable nature of our business, which had created challenges in using long term performance measures in prior years, continued to exist and was further compounded by the COVID-19 pandemic and its impact on our Company’s business, which made it difficult to set meaningful long-term performance measures. However, the Compensation Committee believes that the introduction of stock options into the executive compensation program aligns executive compensation with long-term shareholder value because the Company’s executives only benefit from the stock options if there is long term appreciation in our stock price. In addition, the Compensation Committee has structured our recent stock option grants so that they only vest if there is a certain level of share appreciation, with step increases, for sustained periods of time, and may only be exercised for a 90 day period after the expiration of the three-year term. Certain shareholders with which the Company discussed the recent use of stock options expressed their support of the use of options and their view that stock options are performance based.

 

 

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The Compensation Committee will continue to evaluate long-term Adjusted EBITDA goals as the Company becomes better positioned to forecast its growth long term, without the disruption and unpredictability of the effects of the COVID-19 pandemic and various other inputs to the Company’s forecasting process.

Shareholders also expressed a desire to see the Company incorporate non-financial metrics into its incentive compensation goals. In response, the Compensation Committee introduced non-financial metrics into the executive annual performance bonus program. The Compensation Committee redesigned the annual performance bonus program to require the achievement of certain non-financial metrics in order to earn 20% of the target bonus amount. The remaining 80% of the target amount would be earned upon the achievement of certain Adjusted Income from Operations goals. The non-financial metrics are as follows: (i) create and successfully implement an ESG framework and platform, (ii) stabilize the operating platform, (iii) rationalize the cost structure, (iv) standardize clinical operations support functions, (v) profitable growth and further development of the capital allocation structure and (vi) optimize payor relationships.

For more information on the Compensation Committee’s approach to measuring pay for performance, see the section entitled Measuring Pay-for-Performance at Mednax.

With respect to ESG initiatives, shareholders generally expressed support for our efforts to make ESG a focus at the Company in a variety of areas. We recently created an ESG Committee, composed of individuals in senior roles in multiple departments of the Company. The ESG Committee will report to an executive committee composed of various members of senior management. In addition, the Board will oversee the activities of the ESG Committee. The ESG Committee is in the process of gathering data in a variety of areas of the Company’s business in order to create appropriate disclosures and policies to develop our ESG program.

As part of the diversity component of our ESG program, we have committed to reporting on the ethnic and gender diversity of our Directors in this Proxy Statement. Shareholders expressed their support for the level of gender diversity on the Board of Directors achieved with the recent addition of a second female Director. More information on the diversity of our Board can be found in the diversity grid on page 23 of this Proxy Statement.

 

 

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Measuring Pay-for-Performance at Mednax

 

                
                  In the healthcare services industry, company stock prices at any point in time can be significantly affected by changes (actual or anticipated) in the regulatory or payor environment. Additionally, regulatory changes affect different healthcare companies in varying ways. For Mednax specifically, factors such as effects of same-unit volume and reimbursement-related factors, including payor mix shifts from commercial to government payors, are often unpredictable. Impacts from the COVID-19 pandemic have introduced an additional layer of unpredictability in many of these areas.
         
       
        For example, payor mix shifts, which represents a shift in the patient population from private healthcare insurance programs (i.e. commercial programs) to government-sponsored healthcare programs (i.e. Medicaid) is extremely difficult to forecast over a long-term period. However, these payor mix shifts directly impact both top-line growth and profitability as the reimbursement received is materially lower for government-sponsored healthcare programs than commercial payors, and a shift in payor mix to government payors can result in a significant reduction in our average reimbursement rates.
         
       
        The impacts from the COVID-19 pandemic may result in additional deterioration in payor mix, although the ultimate impact remains difficult to predict. Unprecedented job losses have contributed to this shift with respect to who pays for healthcare, as millions of Americans move from employer-sponsored, commercial health coverage to plans on healthcare exchange markets or state Medicaid programs, or become uninsured altogether. It is expected that millions of people lost employer-sponsored health insurance as a result of pandemic-related job losses between April and December 2020. The lag effect from this is expected to have a dramatic impact on both the payor mix and the number of patients seeking care if they no longer have health insurance through an employer.
         
       
        For these reasons, we have not used relative total shareholder return as a key performance metric in our executive compensation programs. Instead, our performance goals have been focused on internal key financial metrics that we believe drive long-term value creation, such as revenue and profitability. We believe that meeting these metrics will over time translate into increased shareholder value. For equity-based awards, we believe that our share price should ultimately reflect whether we have executed this strategy successfully and the three-year vesting schedule for equity grants ensures that our officers maintain a long-term perspective.
         
       
        For many of these same reasons, we have not incorporated financial goals over a multi-year period (such as cumulative earnings over three years) into our executive compensation program. Our long-term strategy emphasizes continued growth through a disciplined approach in acquiring established physician practices and growing organically in our specialties or adjacent specialties, and any multi-year goals would necessarily need to reflect assumptions and projections about both the level and type of acquisitions made during the measurement period. We believe, however, that the multi-year vesting of our equity awards effectively encourages long-term growth and performance.
         
       
        The Compensation Committee recently introduced performance-based stock options into the executive compensation program. The Compensation Committee believes that the nature of stock options is aligned with shareholder value over the long term as the value of the stock option is dependent on share appreciation. In addition, the vesting requirements of the stock option awards are contingent upon a minimum service period and the achievement of various increases in the stock price of the Company’s common stock over a sustained period of time and, once vested, may only be exercised during the three-year term, plus a post-term 90-day period.
         
       
        The Compensation Committee has historically believed that this approach is in the best interests of all of Mednax’s constituents. The newly-refreshed Compensation Committee will continue to refine its approach as the healthcare landscape continues to evolve.
           

 

 

 

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CEO Pay At-A-Glance

Over half of the target direct compensation (sum of base salary, target bonus and grant value of stock awards, including performance shares at target) of Mark S. Ordan, our CEO, is variable and linked to financial performance results. Mr. Ordan’s annual target compensation was determined taking into account the size and performance of the Company. Mr. Ordan’s annual target compensation is approximately $2.7 million less than that of our prior CEO.

The chart below reflects the elements of target CEO total direct compensation for Mr. Ordan for 2021, the first full year during which he will have served as CEO. The chart demonstrates the alignment of CEO pay to the Company’s performance and shareholder value. For more information on Mr. Ordan’s performance share awards, restricted stock awards and performance-based stock option awards for 2020, please see the section below entitled 2020 Equity-Based Awards.

 

LOGO

 

 

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Section IV: Overview of the Executive Compensation Program

The Guiding Principles of Our Pay Philosophy

The Compensation Committee has historically designed our executive compensation program with the following guiding principles in mind:

 

   

Quality of Personnel and Competitiveness. We are committed to employing the highest quality executive team in the healthcare services industry. We expect our executives to be of the highest caliber in terms of business acumen and integrity. We closely analyze and understand compensation for executives at similarly situated companies to help ensure we can effectively compete for and retain key talent.

 

   

Alignment of Interests. We must offer a total executive compensation package that best supports our leadership talent and growth strategies and focuses executives on financial and operational results. We use a mix of fixed and variable (at-risk) pay to support these objectives, by giving our executives a substantial equity stake in the business and rewarding them for performance that drives shareholder value over the long term.

 

   

Compliance with Regulatory Guidelines and Sensible Standards of Corporate Governance. We comply with applicable laws, rules, statutes, regulations and guidelines and monitor our compensation program on an ongoing basis to ensure it abides by applicable requirements. Specifically, we focus on relevant considerations in the areas of accounting cost, tax impact, cash flow constraints, risk management and other sensible standards of good corporate governance.

Elements of Pay

Our pay philosophy was supported by the following pay elements in our executive compensation program for 2020:

 

Element

   Form    Description
Base Salary    Cash (Fixed)    Provides a competitive level of pay that reflects the executive’s experience, role and responsibilities and performance.
Annual Bonus    Cash (Variable)    Based 100% on annual adjusted income from operations performance.
Long-Term Incentives    Equity (Variable)   

Comprised of 50% restricted stock that vests over three years and 50% performance shares tied to the achievement of net revenue and Adjusted EBITDA targets, which vest over three years if the performance goals are achieved.

 

How Pay Decisions Are Made

The Compensation Committee, composed solely of independent Directors, is responsible for making pay decisions for the NEOs. The Compensation Committee works very closely with its independent consultant and management to examine pay and performance matters throughout the year. From January to November 2020, the independent compensation consultant was Willis Towers Watson & Co. (“Willis Towers Watson”). After conducting a formal request for proposal process in November 2020, the Compensation Committee engaged Compensation Strategies as its independent consultant. The Compensation Committee’s written charter can be accessed on the Mednax website at www.Mednax.com.

 

 

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The Role of the Compensation Committee and Management

The primary role of the Compensation Committee is to assist Mednax’s Board of Directors in the discharge of the Board’s responsibilities related to executive compensation matters. The Compensation Committee’s responsibilities include:

 

   

Evaluating the performance of and setting pay for the CEO and other NEOs;

 

   

Supervising and making recommendations to the Board of Directors about changes to the executive compensation program;

 

   

Overseeing the annual review of the Company’s incentive compensation elements to determine whether they encourage excessive risk taking, including discussing the relationship between risk management policies and practices and pay;

 

   

Evaluating whether or not to engage, retain, or terminate an outside consulting firm for the review and evaluation of Mednax’s executive compensation program and approving such outside consulting firm’s fees and other retention terms; and

 

   

Conducting an annual self-assessment of the Compensation Committee’s performance.

The CEO does not play any role in the Compensation Committee’s determination of his own pay; however, the Compensation Committee solicits input from the CEO concerning the performance and compensation of the other NEOs. The CEO bases his recommendations on his assessment of each individual’s performance, tenure and experience in the role, external market pay practices, retention risk and Mednax’s overall pay philosophy.

The Role of Independent Consultants

The Compensation Committee continually reviews executive compensation to ensure that it reflects our pay philosophy and, as necessary, retains the services of an independent consultant to assist in such review. The Compensation Committee has assessed the independence of both Willis Towers Watson and Compensation Strategies pursuant to applicable SEC rules, New York Stock Exchange listing standards and its own committee charter and concluded that no conflict of interest exists that would prevent either Willis Towers Watson or Compensation Strategies from independently advising the Compensation Committee.

Assessing External Market Practice

As part of our pay philosophy, our executive compensation program is designed to attract, motivate and retain our executives in an increasingly competitive and complex talent market. To this end, we regularly evaluate industry-specific and general market compensation practices and trends to ensure that our program features and NEO pay opportunities remain appropriately competitive. The Compensation Committee considers publicly available data, provided by its independent compensation consultant, for informational purposes when making its pay decisions. However, market data are not the sole determinants of the Company’s practices or executive pay levels. When determining salaries, target bonus opportunities and annual equity grants for NEOs, the Compensation Committee also considers the performance of the Company and the individual, the nature of an individual’s role within the Company, internal comparisons to the compensation of other Company officers, tenure with the Company and experience in the officer’s current role.

At the end of 2020, the Compensation Committee asked Compensation Strategies to conduct an analysis of publicly traded healthcare companies in order to develop a new group of peers. In recognition of the Company’s recent divestitures of two large medical groups, the Compensation Committee wanted to ensure that the new peer group could be used for appropriate benchmarking of executive compensation for the Company’s executive officers.

In determining the peer group for the studies, the Compensation Committee considered a variety of factors including revenue, income from operations, net income, market capitalization and enterprise value.

 

 

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Following their review, they approved the peer group identified below, which the Compensation Committee believes is the appropriate group of peers, and removed previously used larger peers such as Tenet, Universal, Davita, Lab Corp., Magellan and Quest and replaced them with appropriately sized peers.

 

 Acadia Healthcare Company, Inc.

 

 Healthcare Services Group, Inc.

 Amedisys, Inc.

 

 LHC Group, Inc.

 AMN Healthcare Services, Inc.

 

 National HealthCare Corporation

 Brookdale Senior Living, Inc.

 

 Premier, Inc.

 Chemed Corporation

 

 Providence Service Corporation

 Encompass Health Corp.

 

 RadNet, Inc.

 The Ensign Group. Inc.

 

 Select Medical Holdings Corporation

 Hanger, Inc.

 

 Surgery Partners, Inc.

 

 

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Section V: The Executive Compensation Program in Detail

Base Salary

The Compensation Committee reviews and approves base salary levels for our NEOs. Base salary decisions generally reflect the Compensation Committee’s consideration of the external market practices of our peer group for comparable positions, published survey data and subjective factors including the individual’s experience, role, responsibilities and performance.

2020 Base Salary Decisions

The 2020 base salaries for the NEOs were as follows:

 

NEO

   2020 Base Salary

Mark S. Ordan

  

$1,000,000 (Beginning July 12, 2020)

Roger J. Medel, M.D.

  

$1 (January 1, 2020 – July 12, 2020)

C. Marc Richards

  

$500,000 (Beginning September 8, 2020)

Stephen D. Farber

  

$550,000 (January 1, 2020 – October 1, 2020)

Roger Mack Hinson, M.D.

  

$400,000 (January 1, 2020 – January 15, 2020)

$440,000 (January 16, 2020 – September 30, 2020)

$550,000 (October 1, 2020 – December 31, 2020)

Dominic J. Andreano

  

$475,000 (January 1, 2020 – March 31, 2020)

$500,000 (April 1, 2020 – December 31, 2020)

John C. Pepia

  

$425,000

Nicholas J. Nikolopoulos

  

$475,000 (January 1, 2020 – March 31, 2020)

$500,000 (April 1, 2020 – December 31, 2020)

Dr. Medel elected to reduce his salary to a net amount of $1.00 beginning July 2019 and continuing through his termination effective July 12, 2020.

In late March 2020 in response to the COVID-19 pandemic, our then-current NEOs, including Messrs. Farber, Andreano and Pepia, agreed to temporarily reduce their base salaries by 50% for the period April 1, 2020 through June 30, 2020. Dr. Hinson’s base salary was reduced by 30% for the period April 1, 2020 through June 30, 2020.

 

 

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Annual Bonuses

 

The Company’s NEOs participate in an annual bonus program, which is administered under the shareholder-approved Mednax, Inc. Amended and Restated 2008 Incentive Compensation Plan (the “Plan”). The annual bonus is designed to recognize performance achievements primarily focused on our Company’s results of operations during its fiscal year.

 

The Compensation Committee uses guidelines and may apply either positive or negative discretion to adjust the bonuses based on the actual level of income from operations achieved, as well as other performance goals established for individual NEOs. In addition, the Compensation Committee uses a performance range at the target bonus level to minimize the variability of potential payouts.

 

The bonus guidelines established for 2020 were adjusted to remove adjusted income from operations performance goals attributable to divested businesses and thereby reflect adjusted income from operations performance goals for continuing operations. The adjusted income from operations bonus goals below represent goals for continuing operations only and are therefore not comparable to prior year goals, which included budgeted adjusted income from operations goals from the Company’s divested anesthesiology and radiology medical groups.

  

Why We Use Adjusted Income From Operations

 

The Compensation Committee has used income from operations as its primary performance measure for annual bonuses for several years. This measure is used to encourage our NEOs to focus on efficiently managing our business and to execute on our growth strategy. We strive to set financial targets that are both challenging and realistic. Since this approach was first implemented a decade ago, actual bonus payouts for NEOs have averaged slightly below target.

 

In the case of Dr. Medel, the Adjusted Income From Operations goal and maximum bonus award opportunities are also designed to satisfy the requirements of §162(m) of the Internal Revenue Code (the “Code”) for grandfathered agreements.

The adjusted guidelines were as follows:

 

Adjusted Income From Operations:

Performance Goals*

   % of Target Bonus
Payout
 

Less than $185,991,000

     0%  

$185,991,000

     25%  

$189,344,000

     50%  

$192,647,000

     75%  

$195,950,000

     90%  

$199,253,000-$214,060,000

     100%  

$218,341,000

     125%  

$222,708,000

     150%  

$227,162,000

     175%  

$232,489,000

     200%  
Adjusted Income From Operations was $203,933,000.

 

Actual target bonus payout percentages increase proportionately between each percentage amount based on the Adjusted Income From Operations achieved by the Company.

 

*

Adjusted Income from Operations (“AIFO”) is defined as Income From Operations calculated in accordance with GAAP and was adjusted to reflect certain pre-established items, such as transformational and restructuring related expenses. AIFO was further adjusted to reflect the impacts of unbudgeted legal expenses and the COVID-19 pandemic.

 

 

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2020 Annual Bonus Decisions

The Compensation Committee establishes each NEO’s maximum annual bonus opportunity as a percentage of base salary in effect at the end of the year. The target bonus opportunity for each NEO is equal to 50% of the NEO’s maximum bonus opportunity. In March 2020, the Compensation Committee established the AIFO performance goals set forth in the table above. The Employment Agreements for Messrs. Ordan and Richards provided for a payment of a prorated portion of their target performance bonus amount in connection with their onboarding during 2020. The Employment Agreements for Dr. Hinson and Messrs. Andreano and Nikolopoulos provided for a payment of a target performance bonus for 2020 as part of their retention during a year in which the Company was experiencing a great amount of transition, including within management and on the Company’s Board. Each of Mr. Farber’s and Mr. Nikolopoulos’ Employment Agreements provided for payment of a prorated portion of his performance bonus upon his termination for Good Reason or without Cause, respectively, which occurred effective October 1, 2020 and December 31, 2020, respectively. Therefore, for 2020 only, the bonus amounts for Messrs. Ordan, Richards, Andreano and Nikolopoulos and Dr. Hinson were paid at 100% of target in accordance with the terms of their Employment Agreements, and consequently the performance goals set forth in the table below applied only to Dr. Medel and Mr. Pepia.

The Company’s 2020 AIFO, adjusted for impacts of the COVID-19 pandemic and certain unbudgeted legal expenses, corresponded to a payment of 100% of the target bonus opportunity under the guidelines. The Compensation Committee determined that each of Dr. Medel and Mr. Pepia would receive a payment of 100% of his target bonus opportunity. The Committee also considered Dr. Medel’s long-term service to the Company prior to his departure in July 2020, and Mr. Pepia’s contributions during 2020 in the areas of COVID-19 mitigation efforts and the successful divestiture of the Company’s anesthesia and radiology medical groups.

Messrs. Ordan, Richards and Farber and Dr. Medel each received a prorated portion of his bonus paid at target in accordance with the terms of his Employment Agreement, for the period of time the executive was employed by the Company in 2020.

 

Name

   Maximum Annual
Bonus as a % of
Base Salary
    Target Annual
Bonus as a % of
Base Salary
    Actual Annual
Bonus as a % of
Target
    Actual Bonus
($)
 

Mr. Ordan

     300     150     100   $ 709,016

Mr. Richards

     200     100     100   $ 157,104

Mr. Andreano

     200     100     100   $ 500,000  

Mr. Pepia

     150     75     100   $ 318,750  

Dr. Hinson

     200     100     100   $ 550,000  

Dr. Medel

     300     150     100   $ 780,822 ** 

Mr. Farber

     200     100     100   $ 413,251

Mr. Nikolopoulos

     200     100     100   $ 500,000  
*

Bonus amounts were prorated for the period of time the executive was employed by the Company in 2020.

**

Pursuant to the amendment to Dr. Medel’s employment agreement entered into on July 1, 2019, Dr. Medel’s performance bonus is based on his $1,000,000 base salary in place prior to entering into such amendment. The bonus amount paid to Dr. Medel was prorated for the period of time he was employed by the Company.

2021 Annual Bonus program

In response to shareholder feedback recommending that the Company consider the use of non-financial metrics, the Company conducted a review of the use of non-financial metrics amongst its revised peer group. The Compensation Committee then introduced non-financial metrics into the executive annual performance bonus program. The Compensation Committee redesigned the annual performance bonus program to require the achievement of certain non-financial metrics in order to earn 20% of the target bonus amount. The remaining 80% of the target amount would be earned

 

 

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upon the achievement of certain Adjusted Income from Operations goals. The non-financial metrics are as follows: (i) create and successfully implement an ESG framework and platform, (ii) stabilize the operating platform, (iii) rationalize the cost structure, (iv) standardize clinical operations support functions, (v) profitable growth and further development of the capital allocation structure and (vi) optimize payor relationships.

Equity-Based Awards

2020 Equity-Based Awards

Mr. Ordan was appointed Chief Executive Officer of the Company in July 2020. At the time of his hire, the Compensation Committee approved, and Mr. Ordan was granted, the following equity-based awards: (i) a one-time restricted stock grant under the Plan with a fair value equal to $2 million, which must be held until the earlier of (x) the fifth anniversary of the grant date and (y) the date of the closing of a change in control, subject to certain exceptions set forth in Mr. Ordan’s Employment Agreement in the event of termination; (ii) a one-time performance stock option grant under the Plan with a fair value equal to $3 million, a three-year term (with an additional 90 day exercise period), requiring a minimum of one year of service and having an exercise price equal to the closing price of share of common stock on the grant date, which was $17.65, and with performance vesting as follows: (a) 175,747 shares are exercisable if and when the Company’s common stock price closes at $22 per share (or above) for any 40 consecutive trading days before the third anniversary of the grant date (“Performance End Date”); (b) 181,160 shares are exercisable if and when the Company’s common stock price closes at $25 per share (or above) for any 40 consecutive trading days before Performance End Date; and (c) 193,424 shares are exercisable if and when the Company’s common stock price closes at $29 per share (or above) for any 40 consecutive trading days before Performance End Date; provided, that the 40 consecutive trading day period will be waived upon a change in control if the applicable stock performance price is achieved and no performance options will vest prior to the one-year anniversary of the grant date.

Mr. Richards was appointed Chief Financial Officer of the Company effective October 1, 2020. At the time of his hire, the Compensation Committee approved, and Mr. Richards was granted, the following equity-based awards: (i) 43,371 restricted shares of the Company’s common stock, which shares must be held until the earlier of (x) the fifth anniversary of the grant date and (y) the date of the closing of a change in control, subject to certain exceptions set forth in the corresponding restricted stock agreement; and (ii)192,400 performance options to purchase shares of the Company’s common stock, with each option having a three-year term (with an additional 90-day exercise period), requiring one year of service and having an exercise price equal to the closing price of a share of common stock on the date of grant, which was $16.14, and with performance vesting as follows: (a) 61,500 option shares are exercisable only if and when the Company’s stock price closes at $22 per share (or above) for 40 consecutive trading days before the Performance End Date; (b) 63,500 are exercisable only if and when the Company’s stock price closes at $25 per share (or above) for 40 consecutive trading days before the Performance End Date; and (c) 67,400 option shares are exercisable only if and when the exercise price closes at $29 per share (or above) for 40 consecutive trading days before the Performance End Date; provided, that the 40 consecutive trading day period will be waived upon a change in control if the applicable stock performance price is achieved and no performance options will vest prior to the one-year anniversary of the grant date.

The Compensation Committee approved the annual equity-based awards outlined below in February 2020 for Dr. Hinson, Mr Nikolopoulos and the then-current NEOs, Dr. Medel and Messrs. Andreano, Pepia and Farber. These equity-based awards were divided equally into performance share awards and time-based restricted stock awards. The performance goals initially approved by the Compensation Committee in February 2020 were adjusted to remove the budgeted amounts attributable to the two businesses divested by the Company in May and December 2020 and reflect performance goals based on the continuing operations of the Company. The adjusted performance goals below represent goals for continuing operations only and are therefore not comparable to prior year goals, which included budgeted amounts attributable to the Company’s divested anesthesiology and radiology medical groups.

 

 

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50% of the equity-based awards for 2020 were granted in performance shares that:

 

Use two metrics:

   Have rigorous performance goals:
Shares are earned based on the achievement of net revenue and Adjusted EBITDA goals, both of which we believe drive shareholder value creation. In particular, Adjusted EBITDA is a key driver of market capitalization value and is linked to shareholder returns.   

A target award for each metric will be earned if net revenue or Adjusted EBITDA equals or exceeds $ 1.62 billion and $215 million, respectively. NEOs may receive an above-target award for each metric only if net revenue or Adjusted EBITDA exceeds $1.83 billion and $243 million, respectively. These goals vary year-to-year, based on various factors that may have a direct impact on the results for the performance period, including the effects of volume and reimbursement-related factors and acquisition-related activities.

 

 

 

The approach described in the table above reflects the Compensation Committee’s desire to set rigorous performance goals in a highly volatile and uncertain environment, while also rewarding NEOs when the Company achieves these goals and delivers sustained results for our shareholders.

 

 

Why We Use Adjusted EBITDA

 

The Compensation Committee introduced the use of Adjusted EBITDA, a non-GAAP measure, as a performance measure for its equity-based awards beginning in 2019. In connection with its transformational and restructuring related initiatives previously discussed, beginning with the first quarter of 2019, we began to incur certain expenses that were project-based and periodic in nature. Accordingly, we began reporting Adjusted EBITDA from continuing operations, defined as income (loss) from continuing operations before interest, taxes, depreciation and amortization, and transformational and restructuring related expenses. The Adjusted EBITDA measure is also intended to be further adjusted as necessary to exclude various non-ordinary course activities. The Compensation Committee strives to set financial targets that are both challenging and realistic and believes this Adjusted EBITDA measure provides our shareholders with useful financial information to understand our underlying business trends and performance.

In setting financial performance goals for these performance share awards, the Compensation Committee received recommendations from management based on the Company’s strategic plan for the performance measurement period. The Compensation Committee, working with its independent compensation consultant and Company management, evaluated the impact of various drivers on revenue and Adjusted EBITDA in determining the 2020 grants.

The 2020 performance goals incorporate specific factors that were expected to have a direct impact on the results for this performance period, while remaining challenging to achieve. The targets for the 2020 performance period differ from the Company’s historical five-year averages because of volatility in the various drivers that impact results from year to year. Other drivers considered in setting the performance goals included, but were not necessarily limited to: acquisition-related activities, including size, type, timing and volume of acquisitions, organic growth initiatives, same-unit volume growth and malpractice expense, various expense-related initiatives and reimbursement-related factors, including payor mix. The Compensation Committee established net revenue

and Adjusted EBITDA goals that reflected the financial challenges and uncertain operating environment, particularly with regard to year-over-year changes in Adjusted EBITDA, that the Compensation Committee felt were still rigorous yet achievable. At the time the goals were approved, the Company’s internal forecast for the Performance Share measurement period projected a modest decline in Adjusted EBITDA and modest growth in net revenue, due to changes in payor mix, reduced patient volumes and increased pressures on clinical compensation. The Compensation Committee developed performance goals in light of these forecasts, noting that it would be extremely unlikely that an above-target award would be earned based on the financial forecasts at the time of the goal. The Compensation Committee believes the performance targets used for both net revenue and Adjusted EBITDA were challenging to achieve in the current market with adequate

 

 

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rigor. Consideration was also given to those factors that impacted previous year results (positively or negatively) but were not anticipated to impact 2020 results.

At the time the Compensation Committee set the performance goals for both the 2020 equity-based awards and the 2020 annual bonuses during February 2020 and March 2020, respectively, the 2020 budgeted results for the Company’s anesthesiology and radiology businesses were included in such performance goals. The Company divested its anesthesiology and radiology businesses in May 2020 and December 2020, respectively. When the Company measured its 2020 performance against the preestablished goals, it was necessary to remove the budgeted amounts attributable to the divested anesthesiology and radiology businesses. As a result of these adjustments, the achievement of actual net revenue and Adjusted EBITDA was measured on the same basis as the performance goals were set, but reflect the performance goals related solely to the Company’s continuing operations. These adjustments are noted in the equity program table below. There were no adjustments made due to the impacts of the COVID-19 pandemic.

The Compensation Committee believes the above approach used to establish financial performance goals for performance share awards results in goals that are challenging yet realistic and achievable, adequately rigorous and effective in continuing to motivate the executive team. Accordingly, the Committee believes the performance shares awarded appropriately align Company performance with executive compensation.

While this discussion of 2020 equity awards relates to performance targets for the 2020 performance period, we believe our approach to granting performance shares also creates long-term alignment, given that the value of the award realized by the NEOs will depend on the value of our stock when the shares vest over a multi-year period. As a result, we believe our NEOs are incentivized not only to execute the Company’s strategy but also to maintain discipline in its acquisition-related activities and processes in order to generate sustainable longer-term growth and increased shareholder value. We believe our approach also addresses our critical need to retain the highest-caliber executives — especially as the challenges in the healthcare sector grow increasingly more complex and competition for executive talent in the healthcare sector increases.

 

 

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The table below outlines the 2020 equity award program:

 

Equity Component

 

How It Works

Performance Share
Awards (50%)

 

Purpose: To have the percentage of shares earned vary with Company performance achievement compared to pre-established goals

 

 50% of the performance share award is tied to net revenue results and 50% is tied to Adjusted EBITDA results; results for each metric are considered separately.

 

 Performance was measured over a one-year period from January 1, 2020 through December 31, 2020.

 

 If shares are earned during this initial measurement period, they will vest over the first three anniversaries of the grant date (March 1, 2021, March 1, 2022 and March 1, 2023) subject to continued employment.

 

 Shares earned may vary from 0% to 150% of target based on achievement of net revenue and Adjusted EBITDA results during the initial measurement period:

 

 

Net Revenue

Achieved*

  Shares Earned    Adjusted EBITDA

Achieved*

  Below $1,569,000   0%    Below $204,000,000
  $1,569,000   25%    $204,000,000
  $1,569,001 to $1,619,999   See
Footnote (1) below
   $204,001,000 to $214,999,000
  $1,620,000 to $1,829,999   100%    $215,000,000 to $242,999,000
  $1,830,000 to $1,923,999   See
Footnote (1) below
   $243,000,000 to $260,999,000
  Over $1,924,000   150%    Over $261,000,000
 

 

*  Adjusted to remove the budgeted amounts attributable to businesses divested in 2020 and reflect solely the performance goals based on the Company’s continuing operations. There were no adjustments made due to the impacts of the COVID-19 pandemic.

 

(1)  Actual percentage of shares earned was determined by linear interpolation based on the actual growth rate achieved. In each case, any earned performance shares are subject to additional time-based vesting.

 

 Any shares that were not earned by December 31, 2020 would have been forfeited.

   

Restricted Stock
Awards (50%)

 

Purpose: To encourage the retention of executives, while providing a continuing incentive to increase shareholder value since the realized value of the award will depend on the Company’s share price at the times an award vests

 

 Vesting was contingent upon the Company achieving a performance goal established at the time of the grant to preserve tax deductibility under §162(m) of the Code for applicable grants under grandfathered agreements consisting of Adjusted EBITDA for the 12 months ended December 31, 2020 of not less than $197.15 million*. Because the performance goal was satisfied, shares will vest at the rate of one-third per year over the first three anniversaries of the grant date (March 1, 2021, March 1, 2022 and March 1, 2023) subject to continued employment.

 

*  Adjusted to remove the budgeted amounts attributable to businesses divested in 2020 and reflect solely the performance goals based on the Company’s continuing operations. There were no adjustments made due to the impacts of the COVID-19 pandemic.

 

 If the performance goal had not been achieved by December 31, 2020, all shares would have been forfeited.

 

Actual Performance and Shares Earned under the 2020 Performance Share Awards

For the period from January 1, 2020 to December 31, 2020, the Company’s net revenue and Adjusted EBITDA, the metrics on which the 2020 performance share awards were measured, were $1.73 billion and $220 million respectively. The results corresponded to an award of 100% of the target performance share awards for Drs. Medel and Hinson and Mr. Pepia and will vest in three equal increments on March 1, 2021, March 1, 2022 and March 1, 2023. No adjustments were made to the equity performance goals or results based on the impact of the COVID-19 pandemic. The awards granted to Messrs. Farber, Andreano and Nikolopoulos in February 2020 vested in accordance with the terms of each of their respective Employment Agreements in connection with Dr. Medel ceasing to serve as our Chief Executive Officer.

 

 

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One-Time Grants

In June 2020, after consulting with its then-independent compensation consultant, the Compensation Committee awarded a grant of 200,000 shares of the Company’s common stock to Mr. Farber for purposes of retention of his services, in recognition of his contribution and leadership with respect to the sale of the Company’s anesthesiology business and to incentivize his continued efforts with respect to the Company’s continuing operations at that time. Mr. Farber’s grant was scheduled to vest in three equal increments on the first, second and third anniversaries of the grant date, but vested in whole in accordance with the terms of Mr. Farber’s Employment Agreement in connection with Dr. Medel ceasing to serve as our Chief Executive Officer.

In September 2020, in connection with their entries into new Employment Agreements, each of Dr. Hinson and Mr. Andreano was granted 32,528 and 21,686 restricted shares, respectively, of the Company’s common stock, with one-half of such shares vesting on the second anniversary of the grant date and one-half of such shares vesting on the third anniversary of the grant date, and 144,000 and 96,000 performance options to purchase shares of common stock, respectively, under the Plan, with each option having a three-year term, requiring one year of service and having an exercise price equal to the closing price of a share of common stock on the date of grant, and which vests as follows: (A) 46,000 and 30,500 options, respectively, are exercisable only if and when the Company’s stock price closes at $22 per share for 40 consecutive trading days before the Performance End Date; (B) 47,500 and 31,500 options, respectively, are exercisable only if and when the Company’s stock price closes at $25 per share for 40 consecutive trading days before the Performance End Date; and (C) 50,500 and 34,000 option options, respectively, are exercisable only if and when the exercise price closes at $29 per share for 40 consecutive trading days before the Performance End Date; provided, that all performance options shall be exercisable upon a change in control and no performance options will vest prior to the one-year anniversary of the grant date, and may only be exercised during the three-year term plus an additional 90-day post-term period.

Changes to the 2021 Equity Program

In response to shareholder feedback, we made important changes to our equity-based compensation program as it relates to our CEO and other NEOs. Historically, a portion of the performance-based awards was tied to achievement of a certain threshold of net revenue. In discussions with our shareholders, they expressed the view that the Company should focus on growth that results in profitable growth in Adjusted EBITDA. Therefore, we determined that the entire performance-based award in 2021 would be tied to achievement of a certain level of Adjusted EBITDA, eliminating the net revenue metric. Further, we heard that shareholders are focused on the Company’s control of spending as it pertains to transformational and restructuring related expenses and corporate general and administrative expenses. We assured our shareholders that the Company has suspended all non-critical activities that were part of its transformational and restricted related initiatives, and the Company intends to wind down this activity through the remainder of 2021. Further, we agreed that control of corporate general and administrative expenses is critically important to our success, and accordingly we introduced a “gate” to our performance-based awards. When an incentive plan uses a “gate,” there is no award payout unless a key measure, one that is not included in the core plan design, is met. For 2021, the Company’s gate is tied to the control of corporate general and administrative expenses, and if general and administrative expenses exceed a specified dollar threshold, no payout will be made on any portion of the performance-based award. The 2021 equity awards will vest 25% on each of the first and second anniversaries of grant and 50% on the third anniversary of grant, subject to the executive’s continued service with the Company and, in the case of performance-based awards, achievement of Adjusted EBITDA and “gate” criteria.

Other Practices, Policies & Guidelines

Equity Grant Practices

The Compensation Committee determines the effective date of annual equity-based awards without regard to current or anticipated stock price levels. The Compensation Committee made the 2020 annual equity grant in February 2020 and may also make, and in the past has made, grants during the course of the year, primarily for new hires, promotions, to retain valued employees or to reward

 

 

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exceptional performance. These grants may be subject to performance conditions and/or time-based vesting, and are issued on the date of grant approval or upon a date certain following the grant approval date.

We follow equity grant procedures designed to promote the proper authorization, documentation and accounting for all equity grants. Pursuant to these procedures the Compensation Committee or the Board of Directors must formally approve all equity awards during an in person or telephonic meeting or by the unanimous written consent executed by all members of the Compensation Committee or the Board of Directors, as the case may be, it being understood that no equity award granted pursuant to any such written consent may have an effective date earlier than the date that all executed counterparts of such unanimous written consent are delivered to the General Counsel of the Company.

The grant-date fair value of our equity-based awards will be the closing sales price for a share of our common stock as reported on the New York Stock Exchange on the effective date of the grant as approved by the Compensation Committee or the Board of Directors, which date may not be prior to either the date such grant was approved or the commencement date of employment of the employee to whom the equity award is being made.

Our “insiders” can only buy or sell Company stock in accordance with our Insider Trading Policy, and our employees generally can only buy or sell Company stock in accordance with our Policy Statement on Inside Information and Insider Trading for All Employees.

NEOs are allowed to vote performance shares and restricted stock as a shareholder based on the number of shares held under restriction. Any dividends declared with respect to any performance share or restricted stock awards would be held until the awards vest, at which time the dividends would be paid to the NEOs. If performance shares or restricted stock are forfeited, the NEO’s rights to receive the dividends declared with respect to those shares would be forfeited as well. At present, the Company does not pay dividends and it has no current intention to do so in the future.

Clawback Policy

The Company has adopted a “clawback policy” that permits the Company to seek to recover certain amounts of incentive compensation, including both cash and equity, awarded to any executive officer (as defined in the Exchange Act) on or after the effective date of the policy, if payment of such compensation was based on the achievement of financial results that were subsequently the subject of a restatement of our financial statements due to misconduct, and if the executive officer engaged in improper conduct that materially contributed to the need for restatement, and a lower amount of incentive compensation would have been earned based on the restated financial results.

Stock Ownership and Retention Policy

The Compensation Committee believes that the Company’s Board of Directors and NEOs should maintain a material personal financial stake in the Company through the ownership of shares of the Company’s common stock to promote a long-term perspective in managing the enterprise and to align shareholder, Director and executive interests.

Each of our NEOs are required to own shares of Mednax common stock with a value of not less than a specified multiple of his or her base salary. The policy also requires NEOs to retain 50% of net after-tax shares acquired during the year upon vesting (or exercise of stock options) unless his or her ownership level was satisfied as of the beginning of the year. These multiples were determined in accordance with current market practice. Each covered person is expected to meet the minimum share ownership value not later than the end of the third full calendar year following becoming subject to the policy.

 

 

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The chart below shows the multiple of base salary ownership requirements and actual ownership levels as of December 31, 2020 for NEOs active as of December 31, 2020:

 

Name

   Ownership
Requirement
   Ownership Level

Mr. Ordan

   6x base salary    1.5x base salary

Mr. Richards

   2x base salary    1.1x base salary

Dr. Hinson

   2x base salary    2.6x base salary

Mr. Andreano

   2x base salary    3.5x base salary

Mr. Pepia

   2x base salary    5.5x base salary

As the table above reflects, our NEOs hold a significant investment in Mednax, which is a strong reflection of our culture and aligns with our compensation philosophy.

Shares that count toward the ownership requirement are as follows:

 

   

Owned outright by the NEO or Director, or by spouse or dependent children;

 

   

Held in trust for economic benefit of the NEO or Director, or spouse or dependent children;

 

   

Held in the Mednax 401(k) plan or other Company-sponsored benefit plan; and

 

   

Restricted shares/units for which the underlying performance conditions have been met and only remain subject to time-based vesting requirements.

The Compensation Committee will evaluate NEO ownership levels annually and will review this policy from time to time and, following consultation with the Board of Directors, make modifications as necessary or appropriate.

Anti-Hedging and Anti-Pledging Policy

All Mednax Directors, management, financial and other insiders are prohibited from engaging in transactions in Mednax securities or derivatives of Mednax securities that might be considered hedging, such as selling short or buying or selling options. In addition, it is against the policy for such persons to hold securities in margin accounts or pledge Mednax securities as collateral for a loan, unless such person clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities.

Retirement and Deferred Compensation Plans

We maintain a Thrift and Profit Sharing Plan (the “401(k) Plan”), which is a 401(k) plan, to enable eligible employees to save for retirement through a tax-advantaged combination of elective employee contributions and our discretionary matching contributions, and provide employees the opportunity to directly manage their retirement plan assets through a variety of investment options. The 401(k) Plan allows eligible employees to elect to contribute from 1% to 60% of their eligible compensation to an investment trust on a pre-tax and/or Roth after-tax basis, up to the maximum dollar amounts permitted by law. The 401(k) Plan also offers employees the option to voluntarily contribute additional funds on a non-deductible after-tax basis subject to certain limits. In 2020, the maximum employee pre-tax and/or Roth elective contribution to the 401(k) Plan was $19,500, plus an additional $6,500 for employees who were at least 50 years old in 2020. In 2021, the maximum employee pre-tax and/or Roth elective contribution to the 401(k) Plan remains at $19,500. Eligible compensation generally means all wages, salaries and fees for services from the Company, up to a maximum specified amount permitted by law. Matching contributions under the 401(k) Plan are discretionary. For 2020, the Company matched 100% of the first 3% of eligible compensation that each eligible participant contributed to the 401(k) Plan on his or her behalf. The portion of an employee’s account under the 401(k) Plan that is attributable to matching contributions vests as follows: 30% after one year of service, 60% after two years of service, and 100% after three years of service. However, regardless of the number of years of service, an employee is fully vested in our

 

 

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matching contributions (and the earnings thereon) if the employee retires at age 65 or later, or terminates employment by reason of death or total and permanent disability. The 401(k) Plan provides for a variety of different investment options, in which the employee’s and the Company’s contributions are invested.

Although the Company maintains a non-qualified deferred compensation plan, none of the NEOs participate in that Plan.

The amounts of the Company’s matching contributions under the 401(k) Plan for 2020 for each of the NEOs are included in the “All Other Compensation” column of the Summary Compensation Table.

Benefits and Perquisites

We provide our NEOs with certain benefits designed to protect them and their immediate families in the event of illness, disability, or death. We believe it is necessary to provide these benefits in order for us to be successful in attracting and retaining executives in a competitive marketplace, and to provide financial security in these circumstances. NEOs are eligible for health and welfare benefits available to similarly situated eligible Company employees during active employment under the same terms and conditions. These benefits include medical, dental, vision, short-term and long-term disability and group-term life insurance coverage.

Pursuant to the terms of their Employment Agreements or as otherwise provided by the Company’s policies, Dr. Medel and Messrs. Farber and Nikolopoulos were and Messrs. Ordan, Richards, Andreano and Dr. Hinson are, entitled to 38 days paid time off each year and Mr. Pepia is entitled to 28 days paid time off each year for vacation, illness, injury, personal days and other similar purposes in accordance with our policies in effect from time to time. Any paid time off not used during a calendar year may be carried over to the next year to the extent permitted under those policies. Dr. Medel was entitled under his Employment Agreement to utilize, for personal travel, the aircraft that the Company leases. Dr. Medel’s personal use of the aircraft was limited to 95 hours of flight in any calendar year without the consent of the Compensation Committee. The incremental cost to the Company of these benefits for Dr. Medel is included in the “All Other Compensation” column of the Summary Compensation Table.

The Compensation Committee has reviewed our perquisites expenditures, and believes they continue to be an important element of the overall compensation package to retain current officers, and in fact command a higher perceived value than the actual cost.

Termination of Employment and Change in Control Agreements

As described in greater detail below, the Employment Agreements between the Company and each of the NEOs provide for the payment of certain compensation and benefits in the event of the termination of an executive’s employment, the amount of which varies depending upon the reason for such termination. The Compensation Committee has reviewed the essential terms of these termination provisions, and believes they are reasonable, appropriate, and generally consistent with market practice. In the case of Messrs. Ordan, Richards, Andreano and Dr. Hinson, their current Employment Agreements provide that if any amount payable to the executive would be subject to excise tax under Section 4999 of the Code, then the Company will reduce the payment to an amount equal to the largest portion of such payment that would result in no portion of such payment being subject to excise tax (unless such reduction would result in the executive receiving, on an after tax basis, an amount lower than the unreduced payment after taking into account all applicable federal, state and local employment taxes, income taxes and excise taxes, in which case the payment amount would not be reduced).

In certain situations pursuant to the terms of the award agreement or an executive’s Employment Agreement, the performance and service requirements may be waived and vesting accelerated.

 

 

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Additionally, any unvested restricted stock is generally forfeited upon termination of the employment of the NEOs. The Employment Agreements with our NEOs provide, however, that their restricted stock may vest or continue to vest after termination of employment in certain circumstances. For a more detailed explanation of the employment agreement terms governing vesting of equity in various termination events, please see the section below entitled “Potential Payments upon Termination or Change in Control”.

Summary Compensation Table

The following table sets forth the 2020, 2019 and 2018 compensation for our principal executive officer, principal financial officer, and our other NEOs for the time they were deemed to be NEOs.

 

Name and

Principal Position

  Year   Salary    Stock
Awards(1)
  Option
Awards(2)
  Non-Equity
Incentive Plan
Compensation
  All Other
Compensation
  Total

Mark S. Ordan

Chief Executive Officer

      2020     $ 471,014 (3)       $ 1,999,992     $ 3,000,006     $ 709,016     $ 258,654 (4)      $ 6,438,682   

C. Marc Richards

Executive Vice President and

Chief Financial Officer

      2020     $ 157,197 (5)       $ 700,008     $ 944,087     $ 157,104     $ 8,612 (6)      $ 1,967,008

Roger Mack Hinson, M.D.

President, Pediatrix and Obstetrix Medical Group

      2020     $ 432,833 (7)       $ 965,023     $ 706,565     $ 550,000     $ 258,798 (8)      $ 2,913,219

Dominic J. Andreano

Executive Vice President, General Counsel and Secretary

      2020     $ 431,250 (9)       $ 1,700,025     $ 470,875     $ 500,000     $ 274,797 (10)      $ 3,376,947
      2019     $ 475,000      $ 1,050,025           $ 356,250     $ 8,648 (10)      $ 1,889,923
      2018     $ 433,333 (9)       $ 1,353,036           $ 211,850     $ 11,288 (10)      $ 2,009,507

John C. Pepia

Senior Vice President and

Chief Accounting Officer

      2020     $ 371,875 (11)       $ 500,001           $ 318,750     $ 108,780 (12)      $ 1,299,406
     

 

2019

 

 

    $ 406,183 (11)       $ 1,500,026           $ 159,375     $ 8,648 (12)      $ 2,074,232

Roger J. Medel, M.D.

Former Chief Executive Officer

      2020     $ 1 (13)       $ 6,150,001           $ 780,822     $ 666,430 (14)      $ 7,597,254
      2019     $ 500,001 (13)       $ 6,150,034           $ 1,125,000     $ 291,241 (14)      $ 8,066,276
      2018     $ 1,000,000      $ 8,000,040           $ 669,000     $ 268,977 (14)      $ 9,938,017

Stephen D. Farber

Former Executive Vice

President and Chief

Financial Officer

      2020     $ 345,833 (15)       $ 5,694,021           $ 413,251     $ 590,070 (16)      $ 7,043,175
      2019     $ 550,000      $ 2,400,008           $ 412,500     $ 36,649 (16)      $ 3,399,157
      2018     $ 192,882 (15)       $ 4,758,000           $ 191,370     $ 607,381 (16)      $ 5,749,633

Nicholas J. Nikolopoulos

Former Executive Vice President and Chief Strategy & Growth Officer

      2020     $ 431,250 (17)       $ 1,300,008           $ 500,000     $ 349,169 (18)      $ 2,580,427
(1)

Stock awards consist of performance-based restricted stock awards, time-based restricted stock awards and time-based restricted stock unit awards. The amounts in this column reflect the grant-date fair value of the awards, calculated in accordance with the accounting guidance for equity-based compensation, but excluding the impact of estimated forfeitures. The amounts included for any performance-based restricted stock awards are calculated based on the most probable outcome of the performance conditions for such awards on the grant date. See the Grants of Plan-Based Awards in 2020 table for information on restricted stock awards granted in 2020. For information regarding the assumptions made in calculating the amounts reflected in this column, see Note 16, “Stock Incentive Plans and Stock Purchase Plans,” to our Consolidated Financial Statements included in the Annual Report on Form 10-K.

(2)

Option awards consist of performance-based non-qualified stock option awards. The amounts in this column reflect the grant-date fair value of the awards, calculated in accordance with the accounting guidance for equity-based compensation, but excluding the impact of estimated forfeitures. See the Grants of Plan-Based Awards in 2020 table for information on stock option awards granted in 2020. For information regarding the assumptions made in calculating the amounts reflected in this column, see Note 16, “Stock Incentive Plans and Stock Purchase Plans,” to our Consolidated Financial Statements included in the Annual Report on Form 10-K.

(3)

The salary amount provided represents actual paid salary for 2020. Mr. Ordan joined the Company effective July 12, 2020.

(4)

Reflects additional compensation of $250,000 for the development of a strategic plan within 90 days of joining the Company, $8,550 for a 401(k) thrift and profit-sharing matching contribution and costs incurred by Mednax of $104 for term life insurance coverage.

(5)

The salary amount provided represents actual paid salary for 2020. Mr. Richards joined the Company effective September 8, 2020.

 

 

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(6)

Reflects additional compensation of $8,550 for 401(k) thrift and profit-sharing matching contribution in 2020 and costs incurred by Mednax of $62 for term life insurance coverage in 2020.

(7)

The salary amount provided represents actual paid salary for 2020, reflecting a 30% reduction in base salary from April 1, 2020 through June 30, 2020 related to the COVID-19 mitigation efforts and an increase in base salary effective October 1, 2020.

(8)

Reflects additional compensation of $250,000 for a discretionary bonus, $8,550 for a 401(k) thrift and profit-sharing matching contribution and costs incurred by Mednax of $248 for term life insurance coverage.

(9)

The salary amount provided represents actual paid salary for 2020 and 2018, respectively. For 2020, Mr. Andreano received an increase in base salary effective April 1, 2020 and had a 50% reduction in base salary from April 1, 2020 through June 30, 2020 related to the COVID-19 mitigation efforts. For 2018, Mr. Andreano received increases in base salary effective January 2018 and November 2018.

(10)

Reflects additional compensation of $8,550, $8,400 and $11,000 for 401(k) thrift and profit-sharing matching contributions in 2020, 2019 and 2018, respectively, and costs incurred by Mednax of $238, $248 and $288, respectively, for term life insurance coverage in 2020, 2019 and 2018. For 2020, additional compensation also includes $250,000 for a discretionary bonus and $16,009 for Mr. Andreano’s share of personal travel on an aircraft which Mednax leases.

(11)

The salary amount provided represents actual paid salary for 2020 and 2019, respectively. For 2020, Mr. Pepia had a 50% reduction in base salary from April 1, 2020 through June 30, 2020 related to the COVID-19 mitigation efforts. For 2019, Mr. Pepia received an increase in base salary effective May 16, 2019.

(12)

Reflects additional compensation of $8,550 and $8,400 for 401(k) thrift and profit-sharing matching contributions for 2020 and 2019, respectively, and costs incurred by MEDNAX of $230 and $248, respectively, for term life insurance coverage in 2020 and 2019, respectively. For 2020, additional compensation also includes $100,000 for a discretionary bonus.

(13)

The salary amount provided represents actual paid salary for 2020 and 2019, respectively. Dr. Medel’s salary was reduced to a net amount of $1 effective July 1, 2019 through his termination date of July 12, 2020.

(14)

Reflects incremental costs in 2020, 2019 and 2018 of $82,659, $282,774 and $257,848, respectively, for Dr. Medel’s personal use of an aircraft which Mednax leases, in accordance with his Employment Agreement, additional compensation in 2019 and 2018 of $8,400 and $11,000, respectively, for 401(k) thrift and profit sharing matching contributions, and costs incurred by Mednax in 2020, 2019 and 2018 of $65, $66 and $130, respectively, for term life insurance coverage. For 2020, additional compensation also includes severance payments in the amount of $467,742 for the period from July 12, 2020 through December 31, 2020 and a payout of $115,964 for unused paid time off upon termination on July 12, 2020. Does not include $993,952 in payments made to Dr. Medel pursuant to a consulting agreement entered into between him and a subsidiary of the Company following his retirement as Chief Executive Officer of the Company.

(15)

The salary amount provided represents actual paid salary for 2020 and 2018, respectively. For 2020, Mr. Farber had a 50% reduction in base salary from April 1, 2020 through June 30, 2020 related to the COVID-19 mitigation efforts, and Mr. Farber’s pay for 2020 is prorated through his termination date of October 1, 2020. For 2018, base pay represents prorated pay from August 22, 2018, the date Mr. Farber joined the Company, through December 31, 2018.

(16)

Reflects additional compensation of $500,000 for a discretionary bonus, $81,548 for a payout of unused paid time off upon termination on October 1, 2020, $8,400 for 401(k) thrift and profit sharing matching contribution in 2019, costs incurred by Mednax of $191, $248 and $48 for term life insurance coverage in 2020, 2019 and 2018, respectively, incremental costs in 2020 and 2019 of $8,331 and $28,001, respectively, for Mr. Farber’s share of personal travel in 2020 and 2019, respectively, on an aircraft which Mednax leases. For 2018, additional compensation also reflects $300,000 for a sign-on bonus and $300,000 for a relocation expense allowance.

(17)

The salary amount provided represents actual paid salary for 2020, reflecting an increase in base salary effective April 1, 2020 and a 50% reduction in base salary from April 1, 2020 through June 30, 2020 related to the COVID-19 mitigation efforts.

(18)

Reflects additional compensation of $250,000 for a discretionary bonus, $90,381 for a payout of unused paid time off upon termination on December 31, 2020, $8,550 for a 401(k) thrift and profit-sharing matching contribution, and costs incurred by Mednax of $238 for term life insurance coverage.

 

 

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Grants of Plan-Based Awards in 2020

 

        
    
Estimated Future Payouts Under

Non-Equity Incentive Plan
Awards(1)
    
Estimated Future
Payouts Under Equity Incentive
Plan Awards
(Shares)(2)

    
    
    
    
All Other

Stock
Awards
(#)(3)

All Other

Option
Awards:
Number of
Securities
Underlying
Options
(#)

    
Exercise
or Base
Price of
Option
Awards

($/
Share)

    
    
Grant-
Date Fair
Value of
Stock and
Option
Awards(8)
 

Name

Grant
Date

Threshold

($)

Target

($)

Maximum

($)

Threshold

(#)

Target

(#)

Maximum

(#)

Mark S. Ordan.

Annual cash incentive

  N/A $ 1,500,000   N/A

Restricted stock award

  7/12/20   113,314 (4)  $ 1,999,992

Nonqualified options award

  7/12/20   550,331 (5)  $ 17.65 $ 3,000,006

C. Marc Richards.

Annual cash incentive

  N/A $ 500,000   N/A

Restricted stock award

  9/26/20   43,371 (4)  $ 700,008

Nonqualified options award

  9/26/20   192,400 (5)  $ 16.14 $ 944,087

Dominic J. Andreano

Annual cash incentive

  N/A $ 500,000   N/A

Performance share award

  2/13/20   0   24,974   37,461 $ 675,047

Restricted stock award

  2/13/20   24,971 $ 674,966

Restricted stock award

  9/26/20   21,686 (6)  $ 350,012

Nonqualified options award

  9/26/20   96,000 (5)  $ 16.14 $ 470,875

John C. Pepia

Annual cash incentive

$ 0 $ 212,500 $ 425,000

Performance share award

  2/13/20   0   9,248   13,872 $ 249,973

Restricted stock award

  2/13/20   9,250 $ 250,028

Roger Mack Hinson, M.D.

 

Annual cash incentive

  N/A $ 550,000   N/A

Performance share award

  2/13/20   0   8,140   12,210 $ 220,024

Restricted stock award

  2/13/20   8,139 $ 219,997

Restricted stock award

  9/26/20   32,528 (6)  $ 525,002

Nonqualified options award

  9/26/20   144,000 (5)  $ 16.14 $ 706,565

Roger J. Medel, M.D.

Annual cash incentive

$ 0 $ 1,500,000 $ 3,000,000

Performance share award

  2/13/20   0   113,762   170,643 $ 3,074,987

Restricted stock award

  2/13/20   113,763 $ 3,075,014

Stephen D. Farber

Annual cash incentive

  N/A $ 550,000   N/A

Performance share award

  2/13/20   0   44,396   66,594 $ 1,200,004

Restricted stock award

  2/13/20   44,395 $ 1,199,997

Restricted stock award

  6/2/20   200,000 (7)  $ 3,294,000

Nicholas J. Nikolopoulos

Annual cash incentive

  N/A $ 500,000   N/A

Performance share award

  2/13/20   0   24,048   36,072 $ 650,017

Restricted stock award

  2/13/20   24,047 $ 649,990
(1)

These columns reflect the range of payouts for 2020 annual cash bonuses under the Plan. Certain of the bonuses that do not reflect a threshold or a maximum were contractually required to be paid at target, with certain of those paid on a

 

 

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  prorated basis through termination date. Amounts actually earned in 2020 are reported as Non-Equity Incentive Plan Compensation in the Summary Compensation Table. For a more detailed description of the annual cash awards, see the section entitled “Annual Bonuses” in CD&A.
(2)

Represents performance share awards granted under the Plan, for which shares earned had the ability to vary from 0% to 150% of target based on growth rates of net revenue and Adjusted EBITDA during the initial measurement period. Award amounts were divided equally into performance share awards (50%) and time-based restricted stock (50%). 50% of the performance share award was tied to the Company’s net revenue results and 50% of the performance share award was tied to the Company’s Adjusted EBITDA results; results for each metric were considered separately. Vesting of these awards for Messrs. Andreano, Farber and Nikolopoulos was accelerated on July 12, 2020 pursuant to the terms of their respective Employment Agreements. Performance for the remaining awards was measured over a one-year period from January 1, 2020 through December 31, 2020, and it was determined that the target shares were earned. The shares earned vest in three equal increments on March 1, 2021, March 1, 2022 and March 1, 2023, subject to continued employment. Had there been a Change in Control (as defined in the Plan) during 2020, the performance metrics would have automatically been deemed to have been met at at least the 100% level. Any shares not earned by December 31, 2020 would have been forfeited. For a more detailed description of our performance share awards and equity-based award granting policies, see the section entitled “2020 Equity-Based Awards” in CD&A.

(3)

Unless otherwise noted, represents restricted stock awards granted under the Plan, for which the vesting was contingent upon the Company achieving an Adjusted EBITDA performance goal established at the time of the grant to preserve tax deductibility under §162(m) of the Code for grandfathered agreements. Vesting of these awards for Messrs. Andreano, Farber and Nikolopoulos was accelerated on July 12, 2020 pursuant to the terms of their respective Employment Agreements. The performance goal was achieved for relevant awards, and accordingly, the shares earned vest in three equal increments on March 1, 2021, March 1, 2022 and March 1, 2023, subject to continued employment. If, however, the Adjusted EBITDA goal had not been met by December 31, 2020, then the restricted stock would have terminated and become null and void. Had there been a Change in Control (as defined in the Plan) during 2020, the Adjusted EBITDA performance measure for the Restricted Shares would have automatically been deemed to have been met. For a more detailed description of our restricted stock and equity-based award granting policies, see the section entitled “2020 Equity-Based Awards” in CD&A.

(4)

Represents restricted stock award granted under the Plan. The restricted stock award vested upon grant and for which net after-tax shares must be held until the earlier of the fifth anniversary of the grant date and the date of the closing of a Change in Control.

(5)

Represents performance-based non-qualified stock option awards for which vesting is contingent upon one year of continuous employment from the grant date and the achievement of various stock price hurdles over a period of three years. If the Company’s stock price hurdles are not met by the end of the three years, the stock options are forfeited.

(6)

Represents restricted stock award granted under the Plan. The restricted stock awards vest 50% on September 26, 2022 and 50% on September 26, 2023.

(7)

Represents restricted stock award granted under the Plan. The restricted stock awards were scheduled to vest one-third on each of the following dates: June 2, 2021, June 2, 2022 and June 2, 2023; however, vesting was accelerated on July 12, 2020.

(8)

The grant-date fair value of the performance share awards (based on the probable outcome of such conditions), restricted stock and stock options is determined pursuant to the accounting guidance for equity-based compensation, and represents the total amount that is expected to be expensed in our financial statements over the relevant vesting periods. For information regarding the assumptions made in calculating the amounts reflected in this column, see Note 16, “Stock Incentive Plans and Stock Purchase Plans,” to our Consolidated Financial Statements included in the Annual Report on Form 10-K.

 

 

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Outstanding Equity Awards at 2020 Fiscal Year-End

 

Name

Option Awards   Stock Awards  
Number of
Securities
Underlying
Options
Unexercisable(1)
Option
Exercise
Price
Option
Expiration
Date
  Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Yet Vested
Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares,
Units or Other
Rights That Have
Not Yet Vested(2)
 

Mark S. Ordan.

  550,331 $ 17.65   10/11/2023

C. Marc Richards.

  192,400 $ 16.14   12/26/2023

Dominic J. Andreano

  96,000 $ 16.14   12/26/2023   21,686 (3)  $ 532,174

John C. Pepia

  1,382 (4)  $ 33,914
  4,835 (5)  $ 118,651
  50,690 (6)  $ 1,243,933
  18,498 (7)  $ 453,941

Roger Mack Hinson, M.D.

  144,000 $ 16.14   12/26/2023   1,014 (4)  $ 24,884
  11,121 (5)  $ 272,909
  16,279 (7)  $ 399,487
  32,528 (3)  $ 798,237

Roger J. Medel, M.D.

  49,146 (4)  $ 1,206,043
  118,944 (5)  $ 2,918,886
  227,525 (7)  $ 5,583,464
(1)

The vesting of the performance nonqualified stock option awards is contingent upon the satisfaction of one year of continuous service and the achievement of various stock price hurdles before the third anniversary of the grant date.

(2)

Based on a stock price of $24.54, which was the closing price of a share of our common stock on the New York Stock Exchange on December 31, 2020.

(3)

These restricted stock awards vest 50% on September 26, 2022 and 50% on September 26, 2023.

(4)

These performance share awards and restricted stock awards vested on March 1, 2021.

(5)

These performance share awards and restricted stock awards vest in two equal increments on each of March 1, 2021 and March 1, 2022.

(6)

These restricted stock awards vest 50% on June 1, 2021 and 50% on June 1, 2022.

(7)

These performance share awards and restricted stock awards vest in three equal increments on each of March 1, 2021, March 1, 2022 and March 1, 2023.

Stock Vested in Fiscal Year 2020

 

Name

Stock Awards(1)  
Number of
Shares
Acquired on
Vesting
Value
Realized
Upon
Vesting(2)
 

Mark S. Ordan

  113,314 $ 1,999,992

C. Marc Richards

  43,371 $ 700,008

Dominic J. Andreano

  109,946 $ 1,920,425

John C. Pepia

  13,010 $ 220,238

Roger Mack Hinson, M.D.

  11,100 $ 188,297

Roger J. Medel, M.D.

  145,463 $ 2,428,486

Stephen D. Farber

  408,417 $ 7,195,563

Nicholas J. Nikolopoulos

  135,128 $ 2,385,009

Note: There were no exercises of option awards in 2020.

 

(1)

These columns reflect performance shares and restricted stock previously awarded to the NEO that vested during 2020.

(2)

Calculated based on the closing price of a share of our common stock on the New York Stock Exchange on the vesting date.

 

 

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Potential Payments Upon Termination or Change in Control

The Employment Agreements between the Company and each of the NEOs provide for the payment of certain compensation and benefits in the event of the termination of an executive’s employment, the amount of which varies depending upon the reason for such termination. Those provisions are summarized below. In July 2020, Dr. Medel retired as our Chief Executive Officer; Dr. Medel’s termination was by the Company without Cause, as that term was defined in his Employment Agreement. In November 2020, Mr. Farber left the Company; Mr. Farber’s termination was by him for Good Reason, as that term was defined in his Employment Agreement. In December 2020, Mr. Nikolopoulos’ employment was terminated by the Company without Cause, as that term was defined in his Employment Agreement. The termination of each executive and the severance and other termination benefits paid to each executive was in accordance with the executive’s Employment Agreement and no discretionary severance amounts were paid. Information with respect to the Employment Agreements for each of Dr. Medel and Messrs. Farber and Nikolopoulos is provided for their respective actual terms of separation.

Termination by Company for Cause. In the event that Messrs. Ordan’s, Richards’, Andreano’s, or Pepia’s or Dr. Hinson’s employment with the Company is terminated by the Company for Cause (as defined in each executive’s respective Employment Agreement with the Company), then the Company will pay the executive his base salary through the termination date at the rate in effect at the termination date and reimburse the executive for any reasonable business expenses incurred through the date of termination.

Termination by Executive due to Poor Health or due to Executive’s Death. In the event that Mr. Pepia terminates his employment due to his health becoming impaired to any extent that makes the continued performance of his duties hazardous to the executive’s physical or mental health or life (“Poor Health”), or his employment terminates because of his death, then the Company will pay to the executive (or his estate) his base salary to the termination date, pay a pro rata portion of the bonus that Mr. Pepia would have received had his employment not terminated (as determined in accordance with the Employment Agreement) and reimburse the executive for any reasonable business expenses incurred through the date of termination. In addition, if Mr. Pepia terminates his employment due to Poor Health, he will receive any disability payments otherwise payable under any plans provided by the Company.

In the event Messrs. Ordan’s, Richards’, Andreano’s or Dr. Hinson’s employment terminates because of his death, then the Company will pay to the executive (or his estate) his base salary to the termination date, a pro rata portion of the bonus that the executive would have received had his employment not terminated (as determined in accordance with the Employment Agreement) and reimburse the executive for any reasonable business expenses incurred, as well as any other accrued employee benefits, through the date of termination. In addition, the time-based portion of the equity awards granted to each executive will immediately become fully vested, non-forfeitable and, if applicable, exercisable, and all performance based shares awards will remain outstanding and will vest based upon actual performance determined at the end of the applicable performance period.

Termination due to Disability. If the Company terminates the employment of Messrs. Ordan, Richards, Andreano, or Dr. Hinson by reason of his Disability (as defined in accordance with such executive’s respective Employment Agreement), then the Company will continue to pay the executive’s base salary for a period of 90 days after the termination date and pay the executive a pro rata portion of the bonus calculated at target that the executive would have received for the year in which his employment terminates, and the time-based portion of the equity awards granted to such executive will immediately become fully vested, non-forfeitable and, if applicable, exercisable, and all performance based shares awards will remain outstanding and wil vest based upon actual performance determined at the end of the applicable performance period. If the Company terminates the employment of Mr. Pepia by reason of his Disability (as defined in accordance with his

 

 

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Employment Agreement), then the Company will continue to pay his base salary for a period of six months after the termination date, and the actual performance bonus, on a pro rata basis, that would have been payable to Mr. Pepia for the fiscal year had he not been terminated.

Termination by Company without Cause or by Executive for Good Reason or due to Change in Control. Pursuant to Dr. Medel’s Employment Agreement, if the Company terminated the employment of Dr. Medel without Cause (which occurred effective July 12, 2020), then the Company will (a) pay his base salary through the termination date plus any reimbursement owed to him for any reasonable business expenses incurred through the date of termination, (b) continue to pay his base salary for a period of 24 months after the termination date, (c) on the first and second anniversaries of the termination date, pay him an amount equal to the greater of his “average annual performance bonus” or his bonus for the year immediately preceding his termination and (d) pay him a pro rata portion of the bonus he would have received for the year in which his employment terminates. Pursuant to Messrs. Farber’s and Nikolopoulos’ Employment Agreements, if the Company terminated the employment of Messrs. Farber or Nikolopoulos without Cause (which occurred in Mr. Nikolopoulos’ case effective December 31, 2020) or if the executive terminated his own employment for Good Reason (which occurred in Mr. Farber’s case in October 2020), then the Company will (a) pay that executive’s base salary through the termination date plus any reimbursement owed to that executive for any reasonable business expenses incurred through the date of termination, (b) continue to pay the executive’s base salary for a period of 24 months after the termination date, (c) within 30 days of the first anniversary of the termination date (within 90 days of the termination date in the case of termination by Mr. Farber for Good Reason), pay the executive an amount equal to the greater of (i) 1.5 times the executive’s “average annual performance bonus” or (ii) 1.5 times the executive’s target performance bonus amount, and (d) pay the executive a pro rata portion of his target bonus amount. For this purpose, “average annual performance bonus” means the average of the executive’s earned performance bonus as a percentage of base salary for the three years preceding such termination date, multiplied by the executive’s base salary at the time of termination.

If the Company terminates the employment of Mr. Ordan without Cause or if Mr. Ordan terminates his own employment for Good Reason (each as defined in Mr. Ordan’s Employment Agreement), then the Company will (a) pay his base salary through the termination date plus any reimbursement owed to him for any reasonable business expenses incurred, as well as any other accrued employee benefits, through the date of termination, (b) within 60 days of the termination date and on the first anniversary of the termination date, pay Mr. Ordan a lump sum payment equal to Mr. Ordan’s annual base salary, (c) continue to pay Mr. Ordan’s health, medical, hospitalization and other similar health insurance costs for a period of 24 months after the termination date, (d) within 60 days of the termination date and on the first anniversary of the termination date, pay Mr. Ordan an amount equal to the greater of (i) his “average annual performance bonus” or (ii) his target performance bonus amount, and (e) pay Mr. Ordan a pro rata portion of his target bonus amount he would have received for the year in which his employment terminates. If the Company terminates the employment of Messrs. Richards, Andreano, or Dr. Hinson without Cause or if the executive terminates his employment for Good Reason (each as defined in the executive’s Employment Agreement), then the Company will (a) pay that executive’s base salary through the termination date plus any reimbursement owed to that executive for any reasonable business expenses, as well as any other accrued employee benefits, incurred through the date of termination, (b) continue to pay the executive’s base salary and health, medical, hospitalization and other similar health insurance costs for a period of 24 months after the termination date, (c) pay the executive an amount equal to the greater of 1.5 times his “average annual performance bonus” or 1.5 times his target bonus amount, and (d) pay the executive a pro rata portion of the target bonus he would have received for the year in which his employment terminates.

If Mr. Pepia terminates his employment for Good Reason (including a Change in Control Good Reason, as defined in his Employment Agreement), then the Company will (a) pay his base salary through the termination date plus any reimbursement owed to him for any reasonable business expenses incurred through the date of termination, (b) continue to pay his base salary for a period of 12 months after the termination date, (c) pay him a pro rata portion of the performance bonus he

 

 

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would have received for the year in which his employment terminates, and (d) pay him an amount equal to the greater of his “average annual performance bonus” or his bonus for the year immediately preceding his termination. If the Company terminates the employment of Mr. Pepia without Cause (as defined in his Employment Agreement), then the Company will (a) pay his base salary through the termination date plus any reimbursement owed to him for any reasonable business expenses incurred through the date of termination, (b) continue to pay his base salary for a period of 12 months after the termination date, (c) pay him a pro rata portion of the performance bonus he would have received for the year in which his employment terminates, and (d) within 30 days of the first anniversary of the termination date, pay him an amount equal to his “average annual performance bonus.”.

In the event Mr. Ordan’s employment is terminated in connection with a Change in Control (as defined in his Employment Agreement) of the Company that is not a “change in control” for purposes of Section 409A of the Internal Revenue Code, then the Company will (a) pay Mr. Ordan’s base salary through the termination date plus any reimbursement owed for any reasonable business expenses, as well as any other accrued employee benefits, incurred through the date of termination, (b) within 60 days of the termination date and on the first anniversary of the termination date, the Company will pay Mr. Ordan a lump sum payment equal to 18 months of Mr. Ordan’s annual base salary, (c) within 60 days of the termination date and on the first anniversary of the termination date, pay Mr. Ordan an amount equal to the greater of (i) 1.5 times Mr. Ordan’s average annual performance bonus or (ii) 1.5 times Mr. Ordan’s target performance bonus amount, (d) pay Mr. Ordan a pro rata portion of his target bonus amount he would have received for the year in which his employment terminates, and (e) continue to pay Mr. Ordan’s health, medical, hospitalization and other similar health insurance costs for a period of 18 months after the termination date. In the event Mr. Ordan is terminated on or after a Change in Control that is a “change of control” for purposes of Section 409A of the Internal Revenue Code, Mr. Ordan will receive the following severance payments: (a) a lump sum payment within 60 days of termination equal to 36 months of his base salary, (b) a pro rata portion of the performance bonus he would have received for the year in which his employment terminates, (c) a lump sum payment within 60 days of termination of an amount equal to the greater of three times Mr. Ordan’s average annual performance bonus or three times his target Performance Bonus amount and (d) continue to pay Mr. Ordan’s health, medical, hospitalization and other similar health insurance costs for a period of 36 months after the termination date.

On July 12, 2020, each of Messrs. Andreano, Farber and Nikolopoulos entered into a second amendment (the “Second Amendments”) to their respective Employment Agreements (which, in the case of Mr. Andreano was later amended and restated effective September 2020), pursuant to which, among other things, (i) each executive agreed that he will not terminate his employment for Good Reason during the 60-day period after Dr. Medel ceased to be the senior most executive officer of the Company, which such executive was entitled to do under his Employment Agreement as a result of Dr. Medel no longer being the senior most executive officer of the Company; (ii) the Company could not terminate the executive’s employment for “Cause” during the 91-day period beginning on the date of the Settlement Agreement; and (iii) all equity awards granted to the executive by the Company prior to such date became fully vested as of such date (a benefit to which each such executive was entitled under the Employment Agreements in connection with a “Good Reason” termination), in connection with which each executive entered into a customary release of the Company.

Termination by Executive. Each of Messrs. Ordan, Richards, Andreano, Pepia and Dr. Hinson may terminate his employment, other than for Good Reason or due to a Change in Control, upon 90 days’ notice (60 days in the case of Mr. Ordan) to the Company. In such event, the Company will continue to pay the executive his base salary through the termination date. If the Company specifies a termination date for the employment of any of the NEOs that is less than 90 days after the Company’s receipt of written notice of such termination from the executive, then the Company will continue to pay to the executive his base salary for a period ending on such 90th day. In the case of Mr. Andreano, in the event that he provides notice of termination without Good Reason within 90

 

 

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days prior to the second anniversary of the effective date of the Employment Agreement, Mr. Andreano will be eligible to receive the same benefits as he would in the case of a termination by Company without Cause.

Continuation of Group Health Coverage. The Employment Agreement for Messrs. Ordan, Richards, Andreano, Pepia, Farber, Nikolopoulos and Dr. Hinson also provides for the continuation in any self-insured, group health plan sponsored by the Company as if the executive were still an employee of the Company during any severance period or transition period. In addition, in the case of Dr. Medel, upon termination of his employment for any reason (which occurred effective July 12, 2020) and only if he and his eligible dependents first irrevocably decline any continuation coverage provided pursuant to the applicable provisions in the Employee Retirement Income Security Act of 1974, he and his eligible dependents will be entitled to elect to continue in any self-insured, group health plan sponsored by the Company as if he were still an employee of the Company (the “Enhanced Coverage”), during a period of five years following the later of the termination date or the end of the transition period. In its sole discretion, the Company may provide healthcare insurance to Dr. Medel and his eligible dependents through one or several insurance carriers selected by the Company in lieu of the Enhanced Coverage (the “Alternate Enhanced Coverage”), provided the coverage is substantially comparable. Dr. Medel will pay the full cost of the Enhanced Coverage or the cost of the Alternate Enhanced Coverage, up to the cost of the plan for such period of coverage for similarly situated employees and covered beneficiaries. If Mr. Ordan’s employment is terminated due to Disability or death, without Cause, with Good Reason, or in connection with a Change in Control, Mr. Ordan may continue on the Company’s group medical plan until he is eligible for Medicare benefits provided that he timely elects COBRA coverage, such continuation is permitted under the terms of the applicable group health and, except as otherwise provided in the Employment Agreement, Mr. Ordan pays the full cost (at applicable COBRA rates) of such benefits continuation.

Vesting of Equity Awards. The Employment Agreement for Dr. Medel provided that all unvested stock options, stock appreciation rights, restricted stock and other stock based awards granted to Dr. Medel by the Company will continue to vest until fully vested following the termination of Dr. Medel’s employment due to Disability, termination without Cause (which occurred effective July 12, 2020), Good Reason, Poor Health or death. In the event Messrs. Farber’s or Nikolopoulos’ employment was terminated by the Company without Cause (which occurred in the case of Mr. Nikolopoulos effective December 31, 2020) or by the executive for Good Reason (which occurred in the case of Mr. Farber effective October 2020), any unvested equity awards automatically vested on such termination dates.

In the event Mr. Ordan’s employment terminates due to disability or death, by the Company without Cause, or by Mr. Ordan for Good Reason, the time-based portion of the equity awards granted to Mr. Ordan, with the exception of the stock options granted to Mr. Ordan in 2020, will immediately become fully vested, non-forfeitable and, if applicable, exercisable, and all performance based shares awards, with the exception of the stock options granted to Mr. Ordan in 2020, will remain outstanding and will vest based upon actual performance determined at the end of the applicable performance period. In the event Mr. Ordan’s employment terminates in connection with a Change of Control, the time-based portion of the equity awards granted to Mr. Ordan, with the exception of the stock options granted to Mr. Ordan in 2020, will immediately become fully vested, non-forfeitable and, if applicable, exercisable and, with respect to performance based share awards, with the exception of the stock options granted to Mr. Ordan in 2020, if the applicable performance condition has been met at the time of the Change in Control, any such equity award that is assumed or converted will immediately become fully vested, non-forfeitable and, if applicable, exercisable upon termination of employment except if Mr. Ordan is terminated for Cause.

Further, in the event Messrs. Richards, Andreano or Dr. Hinson’s employment is terminated due to Disability or death, any time-based equity awards granted to the executive prior to termination of his employment will immediately become fully vested, non-forfeitable and, if applicable, exercisable, and all performance-based shares awards will remain outstanding and vest based upon actual performance determined at the end of the applicable performance period. In addition, in the event of

 

 

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a Change of Control, (i) all time-based equity awards granted to Messrs. Richards, Andreano or Dr. Hinson will immediately become fully vested, non-forfeitable and, if applicable, exercisable and (ii) all performance-based equity awards granted to such executives for which the applicable performance condition has been met at the time of such Change in Control will immediately become fully vested, non-forfeitable and, if applicable, exercisable.

In the event that, at any time following a Change in Control, Mr. Pepia’s employment is terminated by the Company without Cause or by the executive for Good Reason, provided that termination by Mr. Pepia for Good Reason related to a diminution in duties following a Change in Control must occur within the 12-month period following a Change in Control, any unvested stock options, unvested restricted stock, unvested stock appreciation rights and other unvested incentive compensation awards, held by Mr. Pepia will automatically vest and, in the case of stock options, become immediately exercisable as of the effective date of such termination.

Payments of Unused Leave Time. In accordance with the Company’s paid time off policies, an executive officer will be paid any earned but unused paid time off upon termination. This payment will occur in all termination events. In addition to the leave time that the executive accrues in any year, such executive may carry forward 10 days of leave time from the prior year; therefore, the maximum payout upon termination for each executive would be the value of such executive’s contracted annual leave time plus 10 carry-over days.

Restrictive Covenants. Pursuant to his or her Employment Agreement, each executive officer is subject to certain restrictive covenants that survive termination of employment, such as 18 or 24-month non-solicitation and non-competition restrictive covenants, a customary confidentiality agreement surviving the term of the Employment Agreement and a 10-year non-disparagement restrictive covenant. If the executive fails to comply with any of those restrictive covenants, the executive will not be entitled to receive any further payments or benefits as a result of the termination of the executive’s employment (other than base salary through the date of termination and reimbursement of any reasonable business expenses incurred through the date of termination). In addition, the Company then will have the right to terminate without advance notice any future payments and benefits of every kind that otherwise would be due to the executive on account of termination of the executive’s employment.

The following table illustrates the payments and benefits that each of Messrs. Ordan, Richards, Andreano and Pepia and Dr. Hinson would have received under his Employment Agreement if his employment with the Company had terminated for any of the reasons described above on December 31, 2020. The amounts presented in the tables, reflect compensation (including equity ownership) at such year end, are estimates only and do not necessarily reflect the actual value of the payments and other benefits that would be received by the NEOs, which would only be known at the time that employment actually terminates.

 

 

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TRIGGERING EVENT

 

Executive

Compensation
Components
Change in
Control
By
Executive
without
Good
Reason
By
Company
for Cause
By
Company
without
Cause
By
Executive
for Good
Reason
By the
Company by
Reason of
Executive’s
Disability
By
Executive
Due to
Poor
Health or
Due to
Executive’s
Death
 

Mark S. Ordan

Cash Severance(1) $ 8,209,016 $ $ $ 5,709,016 $ 5,709,016 $ 709,016 $ 709,016
Long-term Incentives(4)              
Total Benefit to Employee $ 8,209,016 $ $ $ 5,709,016 $ 5,709,016 $ 709,016 $ 709,016

C. Marc Richards

Cash Severance(2) $ $ $ $ 1,907,104 $ 1,907,104 $ 157,104 $ 157,104
Long-term Incentives(4)              
Total Benefit to Employee $ $ $ $ 1,907,104 $ 1,907,104 $ 157,104 $ 157,104

Roger Mack Hinson, M.D.

Cash Severance(2) $ $ $ $ 2,475,000 $ 2,475,000 $ 550,000 $ 550,000
Long-Term Incentives(5)   1,400,596       1,400,596   1,400,596   1,400,596   1,400,596
Total Benefit to Employee $ 1,400,596 $ $ $ 3,875,596 $ 3,875,596 $ 1,950,596 $ 1,950,596

Dominic J. Andreano

Cash Severance(2) $ $ 2,250,000 $ $ 2,250,000 $ 2,250,000 $ 500,000 $ 500,000
Long-term Incentives(5)   532,174   532,174     532,174   532,174   532,174   532,174
Total Benefit to Employee $ 532,174 $ 2,782,174 $ $ 2,782,174 $ 2,782,174 $ 1,032,174 $ 1,032,174

John C. Pepia

Cash Severance(3) $ $ $ $ 1,062,500 $ 1,062,500 $ 425,000 $ 318,750
Long-term Incentives(5)   1,850,439       1,850,439   1,850,439    
Total Benefit to Employee $ 1,850,439 $ $ $ 2,912,939 $ 2,912,939 $ 425,000 $ 318,750
(1)

Cash severance includes: in all cases, continuation of base salary through the termination date and any reimbursement owed to the executive for any reasonable business expenses incurred through the date of termination, plus (i) in the case of a Change in Control that meets the definition for purposes of 409A (a) within 60 days of the termination date, a payment equal to 36 months’ base salary, (b) the actual performance bonus, on a pro rata basis, that would have been payable to Mr. Ordan for the fiscal year if Mr. Ordan had not been terminated, (c) within 60 days of the termination date, a payment equal to the greater of three times Mr. Ordan’s average annual performance bonus and target performance bonus; in the case of a Change in Control that does not meet the definition for purposes of 409A (a) within 60 days and on the first anniversary of the termination date, a payment equal to 18 months’ base salary, (b) the actual performance bonus, on a pro rata basis, that would have been payable to Mr. Ordan for the fiscal year if Mr. Ordan had not been terminated, (c) within 60 days and on the first anniversary of the termination date, a payment equal to the greater of one and one half times Mr. Ordan’s average annual performance bonus and one and a half times Mr. Ordan’s target performance bonus; (ii) in the case of a termination by the Company without Cause or by Mr. Ordan for Good Reason, (a) within 60 days of the termination date and on the first anniversary of the termination date, an amount equal to Mr. Ordan’s base salary, (b) within 60 days of the termination date and on the first anniversary of the termination date, the greater of Mr. Ordan’s average annual performance bonus and his target bonus, and (c) the actual performance bonus, on a pro rata basis, that would have been payable to Mr. Ordan for the fiscal year if Mr. Ordan had not been terminated, (iii) in the case of termination by the Company on account of Mr. Ordan’s Disability or Death, the actual performance bonus, on a pro rata basis, that would have been payable to Mr. Ordan for the fiscal year if Mr. Ordan had not been terminated, plus, in the case of Mr. Ordan’s Disability, his base salary for 90 days post-termination.

(2)

Cash severance includes: in all cases, continuation of base salary through the termination date and any reimbursement owed to the executive for any reasonable business expenses incurred through the date of termination, plus (i) in the case of termination by the Company without Cause or by the executive for Good Reason, (a) continuation of base salary for 24 months after the termination date, (b) the actual performance bonus, on a pro rata basis, that would have been payable to the executive for the fiscal year if the executive had not been terminated, and (c) an amount equal to one and a half times the greater of the executive’s “average annual performance bonus” and the executive’s target bonus, (ii) in the case of termination by the Company on account of the executive’s Disability or death, the actual performance bonus, on a pro rata basis, that would have been payable to the executive for the fiscal year if the executive had not been terminated, and in the case of a Disability, the executives’ base salary for 90 days post-termination. In the case of Mr. Andreano, if the executive terminates his employment without Good Reason within 90 days prior to September 27, 2022, he is eligible to receive the same benefits as a termination by the Company without Cause.

(3)

Cash severance includes: in all cases, continuation of base salary through the termination date and any reimbursement owed to Mr. Pepia for any reasonable business expenses incurred through the date of termination, plus (i) in the case of termination by the Company without Cause or by Mr. Pepia for Good Reason, (a) continuation of base salary for 12 months after the termination date, (c) the actual performance bonus, on a pro rata basis, that would have been payable to Mr. Pepia for the fiscal year if he had not been terminated, and (d) the greater of the executive’s “average annual performance bonus” and his prior year’s performance bonus, on a pro rata basis, that would have been payable to Mr. Pepia for the fiscal year if the executive had not been terminated, (ii) in the case of termination by the Company on account of the executive’s Disability, continuation of base salary for a period of six months at 50% of his base salary after the termination date and the

 

 

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  actual performance bonus, on a pro rata basis, that would have been payable to Mr. Pepia for the fiscal year if he had not been terminated, and (iii) in the case of termination by the executive due to the executive’s Poor Health or death, the actual performance bonus, on a pro rata basis, that would have been payable to the executive for the fiscal year if the executive had not been terminated.
(4)

Mr. Ordan and Mr. Richards had no unvested equity awards as of December 31, 2020 that would vest if a specified termination event had occurred on December 31, 2020.

(5)

This amount reflects the value of the executive’s unvested restricted stock as of December 31, 2020 that would vest if a specified termination event had occurred on December 31, 2020. In the case of a Change in Control, the vesting of such unvested restricted stock is immediate whether or not the executive’s employment is terminated other than for Mr. Pepia whose unvested restricted stock would vest upon termination within 12 months of a Change in Control.

 

 

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Chief Executive Officer Pay Ratio

Our aggregate compensation paid to Mr. Ordan for 2020 on an annualized basis was $7,758,652, based on amounts reflected in the Summary Compensation Table included in this Proxy Statement. The calculation of annual total compensation of all employees, excluding our CEO, as of December 31, 2020 was determined using 2020 W-2 compensation, on an annualized basis for full-time employees who were not employed by us for all of 2020. Our median employee’s annual total compensation for 2020 was $108,220. As a result, we estimate that our CEO’s 2020 annualized total compensation was approximately 72 times that of our median employee.

Based on annualized 2020 CEO base salary and performance bonus, excluding one-time awards, and including a target annual equity award, we estimate that our CEO’s compensation would have been $6,000,000, which would have equated to 55 times the annualized total compensation of our median employee.

 

 

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Director Compensation

Each non-employee Director receives the following compensation for their service: (i) an annual retainer fee of $65,000, payable quarterly, (ii) an annual fee of $7,500 for attendance at meetings, payable quarterly, (iii) an additional annual retainer fee of $50,000, payable quarterly, for the chair of the Board of Directors and an additional annual retainer fee of $25,000, payable quarterly, for the Lead Independent Director, (iv) an additional annual retainer fee of $20,000, payable quarterly, for the chair of the Audit Committee, and (v) an additional annual retainer fee of $10,000 per committee, payable quarterly, for the chair of any committee of the Board of Directors other than the Audit Committee. In addition, each year, each non-employee Director is granted restricted stock with a grant date fair value of $127,500, vesting in equal annual increments over a three-year period commencing on the anniversary of the date of grant.

The Board of Directors’ policy for awarding restricted stock also applies to each non-employee Director upon his or her initial election or appointment to the Board of Directors. The grant date fair value of the award will be $200,000 with a three-year vesting period. We provide grants of equity to our Directors because we believe that it helps foster a long-term perspective and aligns our Directors’ interests with that of our shareholders. All non-management members of our Board of Directors are required to own Mednax common stock worth three times their annual base cash retainer fee. Mednax also reimburses all of its Directors for out-of-pocket expenses incurred in connection with the rendering of services as a Director.

Due to the impacts of COVID-19 on the Company’s business, in late March 2020, the Board of Directors agreed to forego their annual cash retainer and cash meeting payments from April 1, 2020 through June 30, 2020.

In January 2021, the Compensation Committee’s independent consultant, Compensation Strategies, conducted a survey of the Company’s new peer group in the area of Board compensation. Compensation Strategies recommended that certain features of the Board’s compensation program should be changed to, among other things, slightly increase the Board’s compensation in order to bring such compensation to the 50th percentile of that of its peers, eliminate meeting fees, and reduce the vesting requirement of the Board’s annual restricted stock grant to one year to reflect the Directors’ term of service. In February 2021, the Board reviewed the results of the peer study and Compensation Strategies’ proposal for changes to the Company’s executive pay program. The Board determined that it would adopt the revised director compensation program beginning with the meeting following the Company’s 2021 Annual Shareholders’ Meeting in May 2021.

The following table includes all non-employee Directors who served in 2020. Each of Dr. Medel, our former Chief Executive Officer, and Mr. Ordan, our current Chief Executive Officer, did not earn additional income for his service as a Director in 2020.

 

Name

Fees Earned or
Paid in Cash(1)
Stock
Awards(2)
Total

Cesar L. Alvarez(3)

$ 34,620 $ 127,501 $ 162,121

Manuel Kadre

$ 80,625 $ 127,501 $ 208,126

Karey D. Barker

$ 54,375 $ 127,501 $ 181,876

Waldemar A. Carlo, M.D.

$ 61,875 $ 127,501 $ 189,376

Michael B. Fernandez(3)

$ 20,489 $ 127,501 $ 147,990

Paul G. Gabos

$ 69,375 $ 127,501 $ 196,876

Pascal J. Goldschmidt, M.D.(3)

$ 20,489 $ 127,501 $ 147,990

Thomas A. McEachin(4)

$ 34,083 $ 199,992 $ 234,075

Carlos A. Migoya(3)

$ 20,489 $ 127,501 $ 147,990

Michael A. Rucker

$ 54,375 $ 127,501 $ 181,876

Guy P. Sansone(4)

$ 57,588 $ 199,992 $ 257,580

Enrique J. Sosa, Ph.D.(3)

$ 23,342 $ 127,501 $ 150,843

John M. Starcher, Jr.(4)

$ 34,083 $ 199,992 $ 234,075

Shirley A. Weis(4)

$ 38,784 $ 199,992 $ 238,776

 

 

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DIRECTOR COMPENSATION

 

 

(1)

This column reports the amount of cash compensation earned in 2020 for Board and committee service. The Board of Directors did not receive any compensation for the period from April 1, 2020 through June 30, 2020 as part of the COVID-19 cost mitigation efforts.

(2)

The amounts in this column reflect the grant-date fair value of the restricted stock awards, calculated in accordance with the accounting guidance for equity-based compensation, but excluding the impact of estimated forfeitures. The following Directors had outstanding stock option awards and restricted stock awards, respectively, at the end of fiscal year 2020: Mr. Kadre (-0- and 7,966), Ms. Barker (-0- and 7,966), Dr. Carlo (8,280 and 7,966), Mr. Gabos (8,280 and 7,966), Mr. McEachin (-0- and 11,331), Mr. Rucker (-0- and 9,613), Mr. Sansone (-0- and 11,331), Mr. Starcher (-0- and 11,331) and Ms. Weis (-0- and 11,331). For information regarding the assumptions made in calculating the amounts reflected in this column, see Note 16, “Stock Incentive Plans and Stock Purchase Plans,” to our Consolidated Financial Statements included in the Annual Report on Form 10-K filed on February 18, 2021.

(3)

Service on the Company’s Board of Directions ended on July 12, 2020.

(4)

Appointed to the Company’s Board of Directors on July 12, 2020 and elected to the Company’s Board of Directors by the Company’s shareholders on September 9, 2020.

 

 

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Share Ownership Information

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information concerning the beneficial ownership of common stock of Mednax as of March 10, 2021, for the following:

 

   

Each person known to us to be a beneficial owner of more than 5% of our outstanding shares of common stock;

 

   

Each of our Directors;

 

   

Our Chief Executive Officer and our other NEOs; and

 

   

All of our Directors and executive officers as a group.

 

Name of Beneficial Owner(1)

Common Stock
Beneficially Owned(2)
 
Shares Percent  

BlackRock, Inc.(3)

  12,671,867   14.7 %

The Vanguard Group, Inc.(4)

  8,918,368   10.3 %

Starboard Value LP(5)

  8,450,000   9.8 %

EARNEST Partners, LLC(6)

  5,936,652   6.9 %

Alliance Bernstein(7)

  4,711,026   5.5 %

ArrowMark Colorado Holdings, LLC(8)

  4,603,332   5.3 %

Roger J. Medel, M.D.(9)

  1,417,657   1.6 %

Karey D. Barker(10)

  17,778   *

Waldemar A. Carlo, M.D.(11)

  40,082   *

Paul G. Gabos(12)

  32,593   *

Manuel Kadre(13)

  124,313   *

Thomas McEachin(14)

  11,956   *

Mark S. Ordan(15)

  208,425   *

Michael Rucker(16)

  15,462   *

Guy Sansone(17)

  25,631   *

John M. Starcher Jr.(18)

  11,947   *

Shirley Weis(19)

  12,338   *

Dominic J. Andreano(20)

  130,497   *

Roger Mack Hinson, M.D.(21)

  124,800   *

John C. Pepia(22)

  128,573   *

C. Marc Richards(23)

  80,641   *

Stephen D. Farber

    *

Nicholas J. Nikolopoulos(24)

  16,704   *

All Directors and executive officers as a group (17 persons)(25)

  2,399,397   2.8 %
*

Less than one percent

(1)

Unless otherwise specified, the address of each of the beneficial owners identified is c/o Mednax, Inc., 1301 Concord Terrace, Sunrise, Florida 33323. Each holder is a beneficial owner of common stock of Mednax.

(2)

Based on 86,194,705 shares of common stock issued and outstanding as of March 10, 2021. The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act and the information is not necessarily indicative of beneficial ownership for any other purpose. Under that rule, beneficial ownership includes any shares as to which the individual or entity has voting power or investment power and any shares that the individual or entity has the right to acquire within 60 days of March 10, 2021, through the exercise of any stock option or other right. Unless otherwise indicated in the footnotes or table, each individual or entity has sole voting and investment power, or shares such powers with his or her spouse, with respect to the shares shown as beneficially owned.

 

 

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SHARE OWNERSHIP INFORMATION

 

 

(3)

BlackRock, Inc. has sole voting power over 12,530,279 shares and sole dispositive power over 12,671,867 shares. This information is based on a Schedule 13G/A filed with the SEC on January 26, 2021. BlackRock, Inc.’s address is 55 East 52nd Street, New York, New York 10055. Reported ownership includes shares held by subsidiaries listed in the filing.

(4)

The Vanguard Group, Inc. has shared voting power over 80,026 shares, sole dispositive power over 8,767,444 shares and shared dispositive power over 150,924 shares. This information is based on a Schedule 13G/A filed with the SEC on February 10, 2021. The Vanguard Group’s address is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. Reported ownership includes shares held by subsidiaries listed in the filing.

(5)

Starboard Value LP has sole voting and dispositive power over 8,450,000 shares. Starboard Value LP is an investment manager for Starboard Value and Opportunity Master Fund Ltd. and Starboard Value and Opportunity C LP, Starboard Value and Opportunity Master Fund L LP and the Starboard Value LP Account and the manager of Starboard Value and Opportunity S LLC. This information is based on a Schedule 13D/A filed with the SEC on July 13, 2020. Starboard Value LP’s address is 777 Third Avenue, 18th Floor, New York, New York 10017.

(6)

EARNEST Partners, LLC. has sole voting power over 3,429,933 shares and sole dispositive power over 5,936,652 shares. This information is based on a Schedule 13G filed with the SEC on February 16, 2021. EARNEST Partners, LLC’s address is 1180 Peachtree Street NE, Suite 2300, Atlanta, Georgia 30309. Reported ownership includes shares held by subsidiaries listed in the filing.

(7)

Alliance Bernstein L.P. has sole voting power over 4,002,388 and sole dispositive power over 4,711,026 shares. This information is based on a Schedule 13G filed with the SEC on February 8, 2021. Alliance Bernstein L.P. address is 1345 Avenue of the Americas, New York, NY 10105.

(8)

ArrowMark Colorado Holdings, LLC has sole voting and dispositive power over 4,603,332 shares. This information is based on a Schedule 13G/A filed with the SEC on February 16, 2021. ArrowMark Colorado Holdings, LLC’s address is 100 Fillmore Street, Suite 325, Denver, Colorado 80206.

(9)

Includes (i) 1,206,502 shares of common stock directly owned; and (ii) 211,155 shares of unvested performance shares and restricted stock which Dr. Medel presently has the power to vote.

(10)

Includes (i) 13,401 shares of common stock directly owned; and (ii) 4,377 shares of unvested restricted stock which Ms. Barker presently has the power to vote.

(11)

Includes (i) 27,425 shares of common stock directly owned; (ii) 8,280 shares of common stock subject to options exercisable within 60 days of March 10, 2021; and (iii) 4,377 shares of unvested restricted stock which Dr. Carlo presently has the power to vote.

(12)

Includes (i) 19,936 shares of common stock directly owned; (ii) 8,280 shares of common stock subject to options exercisable within 60 days of March 10, 2021; and (iii) 4,377 shares of unvested restricted stock which Mr. Gabos presently has the power to vote.

(13)

Includes (i) 119,936 shares of common stock directly owned; and (ii) 4,377 shares of unvested restricted stock which Mr. Kadre presently has the power to vote.

(14)

Includes (i) 625 shares of common stock directly owned; and (ii) 11,331 shares of unvested restricted stock which Mr. McEachin presently has the power to vote.

(15)

Includes (i) 65,567 shares of common stock directly owned; and (ii) 142,858 shares of unvested restricted stock which Mr. Ordan presently has the power to vote.

(16)

Includes (i) 7,422 shares of common stock directly owned; and (ii) 8,040 shares of unvested restricted stock which Mr. Rucker presently has the power to vote.

(17)

Includes (i) 14,300 shares of common stock directly owned; and (ii) 11,331 shares of unvested restricted stock which Mr. Sansone presently has the power to vote.

(18)

Includes (i) 616 shares of common stock directly owned; and (ii) 11,331 shares of unvested restricted stock which Mr. Starcher presently has the power to vote.

(19)

Includes (i) 1,007 shares of common stock directly owned; and (ii) 11,331 shares of unvested restricted stock which Ms. Weis presently has the power to vote.

(20)

Includes (i) 52,366 shares of common stock directly owned; (ii) 1,342 shares of common stock directly owned that were acquired through the Company’s Employee Stock Purchase Plan; and (iii) 76,789 shares of unvested performance shares and restricted stock which Mr. Andreano presently has the power to vote.

(21)

Includes (i) 17,781 shares of common stock directly owned; (ii) 480 shares of common stock directly owned that were acquired through the Company’s Employee Stock Purchase Plan; and (iii) 106,539 shares of unvested performance shares and restricted stock which Dr. Hinson presently has the power to vote.

(22)

Includes (i) 31,501 shares of common stock directly owned; (ii) 11,224 shares of common stock directly owned that were acquired through the Company’s Employee Stock Purchase Plan; and (iii) 85,848 shares of unvested performance shares and restricted stock which Mr. Pepia presently has the power to vote.

(23)

Includes (i) 23,498 shares of common stock directly owned; and (ii) 57,143 shares of unvested restricted stock which Mr. Richards presently has the power to vote.

(24)

Includes 16,704 shares of common stock directly owned which Mr. Nikolopoulos presently has the power to vote.

(25)

Includes (i) 1,618,587 shares of common stock directly owned; (ii) 13,046 shares of common stock directly owned that were acquired through the Company’s Employee Stock Purchase Plan; (iii) 16,560 shares of common stock subject to options exercisable within 60 days of March 10, 2021; and (iv) 751,204 shares of unvested performance shares and restricted stock which certain executive officers and directors presently has the power to vote.

 

 

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Independent Auditors

Independent Auditors

Mednax’s independent auditor for the year ended December 31, 2020 was the firm of PricewaterhouseCoopers LLP. Subject to shareholder ratification at the Company’s 2021 Annual Meeting of Shareholders, the Audit Committee has reappointed PricewaterhouseCoopers LLP as the independent registered public accounting firm to perform audit services for Mednax in 2021. Mednax expects that representatives of PricewaterhouseCoopers LLP will virtually attend the annual meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Fees Paid to Independent Auditors

The aggregate fees billed by PricewaterhouseCoopers LLP for the indicated services rendered during fiscal years 2020 and 2019 were as follows:

Audit Fees

In 2020, PricewaterhouseCoopers LLP billed Mednax $1,710,400, in the aggregate, for professional services for the audit of the Company’s consolidated financial statements and internal control over financial reporting for the year ended December 31, 2020, reviews of Mednax’s interim consolidated financial statements, which are included in each of Mednax’s Quarterly Reports on Form 10-Q for the year ended December 31, 2020 and the statutory audit of Mednax’s wholly owned captive insurance subsidiary. In 2019, PricewaterhouseCoopers LLP billed Mednax $1,948,500, in the aggregate, for professional services for the audit of the Company’s consolidated financial statements and internal control over financial reporting for the year ended December 31, 2019, reviews of Mednax’s interim consolidated financial statements, which are included in each of Mednax’s Quarterly Reports on Form 10-Q for the year ended December 31, 2019, the statutory audit of Mednax’s wholly owned captive insurance subsidiary and the review of certain SEC filings.

Audit-Related Fees

PricewaterhouseCoopers LLP did not bill Mednax for any audit-related fees in 2020 or 2019.

Tax Fees

PricewaterhouseCoopers LLP did not bill Mednax for any tax services in 2020 or 2019.

All Other Fees

In 2020, PricewaterhouseCoopers LLP billed Mednax $760,000 for transaction related expenses, including carve out audits and comfort letter procedures related to the divestiture of the Company’s anesthesiology and radiology businesses.

Pre-Approval Policies and Procedures

The Audit Committee is required to review and approve the proposed retention of independent auditors to perform any proposed auditing and non-auditing services as outlined in its charter. The Audit Committee has not established policies and procedures separate from its charter concerning the pre-approval of auditing and non-auditing related services. As required by Section 10A of the Exchange Act, our Audit Committee has authorized all auditing and non-auditing services provided by PricewaterhouseCoopers LLP during 2020 and 2019 and the fees paid for such services.

 

 

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Proposal 2: Approval of the Amendment and Restatement of the Mednax, Inc. Amended and Restated 2008 Incentive Compensation Plan

On March 17, 2021, our Board of Directors amended and restated the Mednax, Inc. Amended and Restated 2008 Incentive Compensation Plan (the “Plan”), subject to shareholder approval, to increase the number of shares of our common stock available for issuance under the Plan by 7,200,000 shares.

Background and Purpose

Our Board of Directors recommends that our shareholders approve the amendment and restatement of the Plan to allow us to continue granting stock-based awards and directed that the Plan, as amended and restated, be submitted to our shareholders for approval at the annual meeting. The Plan currently authorizes 27,775,000 shares as the maximum aggregate number of shares of our common stock that may be issued to participants in the Plan. If our shareholders do not approve the amendment and restatement of the Plan, the increase in the maximum aggregate number of shares of common stock that may be issued under the Plan from 27,775,000 shares to 34,975,000 shares will not be effective.

Our Board of Directors originally adopted the Plan on March 24, 2008. The Plan was approved by our shareholders on May 23, 2008 and subsequently amended in connection with our holding company reorganization. Our Board of Directors amended and restated the Plan on March 15, 2012, which amendment and restatement was approved by our shareholders on May 10, 2012. Our shareholders re-approved the material terms of the performance goals of the Plan on May 11, 2017 in order to comply with certain exclusions from the limitations of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). On May 16, 2019, our shareholders approved an amendment and restatement of the Plan to increase the maximum aggregate share limit to 27,775,000 and to make certain other changes.

The purpose of the Plan is to provide a means for Mednax and its related entities, including subsidiaries, other designated affiliates and its affiliated professional associations, corporations and partnerships, to attract key personnel to provide services to Mednax and its related entities, as well as to provide a means whereby those key persons can acquire and maintain stock ownership, thereby strengthening their commitment to the welfare of Mednax and its related entities and promoting the mutuality of interests between participants and Mednax’s shareholders. A further purpose of the Plan is to provide participants with additional incentive and reward opportunities designed to enhance the profitable growth of Mednax and its related entities, and provide participants with annual and long term performance incentives to expend their maximum efforts in the creation of shareholder value. The terms of the Plan provide for grants of stock options, stock appreciation rights, restricted stock, deferred stock, other stock-related awards and performance awards that may be settled in cash, stock or other property. Our Board of Directors believes that the current number of shares that may be issued under the Plan is not sufficient in light of our compensation structure and strategy. Our Board of Directors has concluded that our ability to attract, retain and motivate top quality employees, non-employee directors, and consultants and advisors is important to our success and would be enhanced by our continued ability to make grants under the Plan. In addition, our Board of Directors believes that our interests and the interests of our shareholders will be advanced if we can continue to offer our employees, non-employee directors and consultants and advisors the opportunity to acquire or increase their proprietary interests in our Company. Our Board of Directors believes that the increase in the maximum number of shares of our common stock that may be issued under the Plan from 27,775,000 to 34,975,000 shares will ensure that we continue to have a sufficient number of shares with which to achieve our compensation strategy.

 

 

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PROPOSAL 2: APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE MEDNAX, INC. AMENDED AND RESTATED 2008 INCENTIVE COMPENSATION PLAN

 

 

As of March 10, 2021, we had 1,359,594 shares of common stock subject to outstanding restricted stock awards and options to purchase 999,291 shares of common stock outstanding with a weighted average exercise price of $17.30 and a weighted average remaining term of 2.6 years. As of March 10, 2021, 12,300,195 fully vested, non-forfeitable shares of common stock have been issued under the Plan, which include 1,923,300 shares due to option exercises. The total shares of common stock that have been issued or that could potentially be issued as a result of grants of options, restricted stock or deferred stock awards under the Plan is 24,019,886, leaving 3,755,114 shares reserved and available for issuance out of the maximum of 27,775,000 shares currently authorized for issuance. As of March 10, 2021, there were 432,075 shares available for issuance under the Mednax, Inc. 1996 Non-Qualified Employee Stock Purchase Plan, as amended, and 61,495 shares available for issuance under the Mednax, Inc. 2015 Non-Qualified Stock Purchase Plan (the “SPP”). The fair market value of a share of our common stock as of March 10, 2021 was $28.43, which was the closing price of our common stock on the New York Stock Exchange.

Shareholder approval is being sought (i) in order to meet the New York Stock Exchange listing requirements, and (ii) so that compensation attributable to grandfathered awards, (as described below), under the Plan may qualify for an exemption from the $1,000,000 deduction limit under Section 162(m) of the Code (see discussion of “Federal Income Tax Consequences” below). Except with respect to the increased share reserve and an extension of the term of the plan to the 10th anniversary of the effective date (as defined in the Plan) we are not asking our shareholders to approve any changes to the material terms of the Plan at this time.

Summary of the Plan

The following is a summary of certain principal features of the Plan. This summary is qualified in its entirety by reference to the complete text of the Plan. Shareholders are urged to read the actual text of the Plan, which is set forth as Exhibit A to this Proxy Statement.

Shares Available for Awards; Annual Per-Person Limitations

Under the Plan, as amended and restated, the total number of shares of Mednax common stock that may be subject to the granting of awards is equal to 34,975,000 shares. Any shares subject to awards of options or stock appreciation rights will be counted against this limit as one share for every one share granted whereas shares subject to any other awards will be counted as 2.0 shares for every one share granted.

The maximum aggregate number of shares that may be delivered as a result of “incentive stock options,” as defined in Section 422 of the Code (“ISOs”), is 34,975,000 shares. Awards granted or shares issued in substitution for rewards or related obligations by a company acquired by us after May 12, 2021 do not reduce the total number of available shares under the Plan.

In addition, the Plan imposes individual limitations on the amount of certain awards. Under these limitations, during any fiscal year the number of options or stock appreciation rights granted to any one participant may not exceed 1,000,000 shares and the number of restricted stock, deferred stock, performance shares and other stock-based awards may not exceed 750,000 shares, subject to adjustment in certain circumstances. The maximum dollar amount that may be paid to any one participant in respect of a performance award that is payable other than in stock with respect to a 12-month performance period is $10,000,000 and with respect to any performance period that is more than 12 months, $10,000,000 multiplied by the number of full 12 months in such performance period.

The Compensation Committee of our Board of Directors administers the Plan. The Compensation Committee is authorized to adjust the limitations described in the two preceding paragraphs and is authorized to adjust outstanding awards (including adjustments to exercise prices of options and other affected terms of awards) in the event that an extraordinary dividend or other distribution

 

 

2021 Proxy S