Sector: Health Care
PEDIATRIX MEDICAL GROUP INC · Meeting: May 7, 2026
Directors FOR
8
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Pediatrix's Directors
Against Analysis
The proxy discloses that Mr. Starcher attended only 8 of 11 applicable board and committee meetings in 2025 (73%), falling below the 75% attendance threshold required by our policy; while the company notes pre-existing conflicts, the policy requires a No vote for attendance below 75% regardless of reason.
For Analysis
Director since May 2022 with relevant healthcare and finance experience; the 3-year TSR gap of +60.7pp versus the IHF benchmark does not meet the 65pp trigger threshold for a strong-positive-return company, no overboarding, attendance or independence concerns identified.
Director since July 2020 with extensive finance and governance experience; the 3-year TSR gap of +60.7pp versus IHF does not meet the 65pp trigger threshold, no overboarding, attendance or independence concerns identified.
Director since July 2025, well within the 24-month new-director exemption from the TSR trigger, and brings directly relevant clinical leadership experience as former President and CEO of Children's National Hospital.
CEO and Chair since January 2025 with extensive healthcare executive experience; the 3-year TSR gap of +60.7pp versus IHF does not meet the 65pp trigger threshold, and while he holds one outside public board seat (The Carlyle Group), that does not exceed the sitting-CEO threshold of two outside seats.
Director since May 2019 with deep healthcare operations experience; the 3-year TSR gap of +60.7pp versus IHF does not meet the 65pp trigger threshold, no overboarding, attendance or independence concerns identified.
Lead Independent Director since 2020 with strong healthcare advisory and financial expertise; the 3-year TSR gap of +60.7pp versus IHF does not meet the 65pp trigger threshold, and while he serves on multiple boards, none appear to exceed the four-seat non-executive overboarding threshold based on disclosed affiliations.
Director since July 2020 with extensive healthcare management experience including as Mayo Clinic's Chief Administrative Officer; the 3-year TSR gap of +60.7pp versus IHF does not meet the 65pp trigger threshold, no overboarding or independence concerns identified.
Director since May 2023 with strong healthcare executive background; the 3-year TSR gap of +60.7pp versus IHF does not meet the 65pp trigger threshold, no overboarding, attendance or independence concerns identified.
Eight of the nine director nominees receive a FOR vote. The company's 3-year stock return of +47.3% significantly outperforms the IHF benchmark (which returned -13.4%), producing a gap of +60.7 percentage points — just below the 65pp threshold required to trigger a No vote for a strong-positive-return company. John M. Starcher, Jr. receives an AGAINST vote solely due to disclosed meeting attendance of 73%, below the policy's 75% minimum threshold.
CEO
Mark S. Ordan
Total Comp
$14,140,217
Prior Support
93.1%%
The CEO's total reported compensation of approximately $14.1 million is elevated for a $1.7B healthcare services company, but more than 85% of his target direct pay is variable and tied to measurable financial results (Adjusted Income from Operations for bonuses; Adjusted EBITDA and a three-year ROIC modifier for equity awards), which is well above the 50-60% variable pay threshold required by our policy. The company's 3-year stock return of +47.3% substantially outperforms the IHF benchmark by +60.7 percentage points, meaning incentive pay above benchmark is supported by strong shareholder returns, and prior-year Say on Pay support of 93.1% far exceeds the 70% threshold for concern.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers is a Big 4 firm appropriate for a $1.7B market-cap company; auditor tenure is not explicitly disclosed in the available proxy text so the tenure trigger cannot fire per policy, and no fee data sufficient to compute a non-audit ratio was extractable from the provided text, so no fee-ratio trigger applies — the default FOR vote stands.
The 2026 Pediatrix annual meeting ballot presents four proposals; we vote FOR on eight of nine director nominees (withholding from Mr. Starcher due to sub-75% meeting attendance), FOR on Say on Pay given a strong pay-for-performance alignment and +60.7pp outperformance versus the IHF benchmark, and FOR on auditor ratification with no fee or tenure triggers firing. The equity plan approval (Proposal 4) falls outside the scope of this policy and is excluded from the vote determinations.
