Mark S. Ordan
Lead Independent Director at CG
Board
About Mark S. Ordan
Lead Independent Director of The Carlyle Group Inc. (CG), age 66, director since April 1, 2022. Background spans multiple CEO roles across healthcare and retail, including Pediatrix Medical Group where he is Chairman & CEO since January 10, 2025 (Executive Chair: Jan 1, 2023–Jan 10, 2025; CEO: July 2020–Dec 2022). Education: BA, Vassar College; MBA, Harvard Business School. Core credentials: senior executive leadership, corporate governance, finance, branding/marketing, public policy, succession planning and human capital management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pediatrix Medical Group | Chairman & CEO | Appointed Jan 10, 2025 | Led physician-led healthcare organization; previously Executive Chair and CEO |
| Pediatrix Medical Group | Executive Chair | Jan 1, 2023–Jan 10, 2025 | Oversight and transition leadership |
| Pediatrix Medical Group | Chief Executive Officer | July 2020–Dec 2022 | Led operational turnaround and strategy |
| Quality Care Properties | Founder & CEO | Not disclosed | Real estate/healthcare REIT leadership |
| Washington Prime Group | Founding CEO | Not disclosed | REIT formation and leadership |
| Sunrise Senior Living | CEO | Not disclosed | Senior care operator leadership |
| The Mills Corporation | CEO | Not disclosed | Real estate development leadership |
| Balducci’s | CEO | Not disclosed | Specialty retail leadership |
| Fresh Fields Markets | Founder & CEO | Not disclosed | Merged with Whole Foods; growth entrepreneur |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| U.S. Chamber of Commerce | Board Chair | Current | National business policy leadership |
| Holton‑Arms School | Board Member | Current | Independent school governance |
Board Governance
- Lead Independent Director as of March 10, 2025; presides over executive sessions of independent directors and engages directly with major shareholders .
- Committees: Compensation Committee member; Nominating & Corporate Governance Committee member (appointed April 7, 2025) .
- Independence: Board determined he meets Nasdaq/SEC independence standards .
- Attendance: In 2024, each incumbent director attended ≥75% of Board/committee meetings; all attended 2024 Annual Meeting except one due to a conflict .
- Engagement: Shareholder outreach covered 60% of shares outstanding with 63% of meetings involving Board participation .
- Board structure: Ongoing declassification to complete by 2026 Annual Meeting .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Cash-based Annual Retainer (2024) | $140,000 | Standard non-employee director retainer |
| RSU-based Annual Retainer (2024 grant) | $205,000 | RSUs granted May 1, 2024; vest May 1, 2025 |
| Lead Independent Director Additional Retainer (rate) | $65,000 | Additional annual cash retainer; same rates apply in 2025 |
| 2024 Reported Fees Earned (Cash) | $140,000 | 2024 director compensation table |
| 2024 Reported Stock Awards (Grant-date fair value) | $198,859 | 2024 director compensation table |
| 2024 Total | $338,859 | Sum of cash and stock awards |
| Deferral Program (directors) | Available | Option to defer RSU settlements and/or receive cash as fully vested shares or deferred RSUs; approved Oct 2024 |
RSU grants to directors vest time-based; no meeting fees disclosed; committee chair fees apply only to committee chairs (not applicable to Ordan in 2024) .
Performance Compensation
| Item | Status |
|---|---|
| Performance-based equity or bonus metrics for directors | None disclosed; director RSUs are time-vesting only |
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles (if any) |
|---|---|---|
| Pediatrix Medical Group | Chairman & CEO | Not disclosed in CG proxy |
| U.S. Chamber of Commerce | Board Chair | Not applicable (external) |
| Holton‑Arms School | Board Member | Not applicable (external) |
Compensation Committee interlocks: The proxy references “Certain Relationships and Related Transactions” for members; no Ordan-specific related-party transactions are disclosed in that section –.
Expertise & Qualifications
- Skills matrix: Accounting & Finance; Branding & Marketing; Financial Services; Global Perspective; Government/Public Policy/Regulatory Affairs; Senior Executive & Corporate Governance; Succession Planning & Human Capital Management .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| Mark S. Ordan | 16,478 shares | <1% | Includes 5,004 underlying RSUs vesting within 60 days of April 4, 2025 |
| Stock Ownership Guideline Compliance | In compliance | N/A | Non-employee directors must own ≥5x base cash retainer; Ordan is in compliance |
- Pledging/Hedging: Company prohibits hedging/short sales; pledging requires approval. No pledged shares by any Board member other than Mr. Rubenstein; “No other Carlyle executive officer or Board member currently holds Carlyle securities that are pledged,” implying none for Ordan .
Governance Assessment
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Strengths:
- Elevated to Lead Independent Director, signaling strong independent oversight and shareholder engagement; presides over regular executive sessions without management .
- Active on Compensation and Nominating & Corporate Governance Committees—key levers for pay alignment, succession planning, and sustainability oversight .
- Independent status affirmed; 2024 attendance thresholds met; robust shareholder outreach (Board participation in 63% of meetings) .
- Director stock ownership guideline compliance and unpledged equity enhance alignment with investors .
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Potential risks/monitoring points:
- Concurrent external CEO role at Pediatrix Medical Group increases time demands; monitor meeting attendance and engagement continuity, though 2024 attendance standards were met and LID role began in 2025 .
- Compensation Committee membership requires vigilance on pay practices; note company’s positive say‑on‑pay trajectory (2024 approval 81% vs. 68% in 2023), reflecting improved shareholder alignment .
- Related‑party transactions: none disclosed for Ordan; continue to review annual proxy “Certain Relationships and Related Transactions” for updates –.
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Signals affecting investor confidence:
- Board declassification completion by 2026 supports accountability .
- Clear pay governance (independent consultant Pay Governance; clawbacks under both firm policy and Dodd‑Frank) strengthens oversight; Ordan participates as Compensation Committee member .
- Prohibition on hedging/short positions and strict pledging controls reduce alignment risks .
Company-level engagement and say‑on‑pay support: 2024 outreach contacted 60% of shares; 81% say‑on‑pay approval, up from 68% in 2023 .