Guy Sansone
Pediatrix Medical GroupAbout Guy P. Sansone
Lead Independent Director of Pediatrix Medical Group (MD). Age 60. Director since July 2020; served as Chair of the Board from July 2020–December 2022 and Lead Independent Director since January 2023. Co‑Founder, Chairman, and CEO of H2 Health (since Feb 2020); previously Managing Director at Alvarez & Marsal, where he founded and chaired the Healthcare Industry Group. B.S., State University of New York at Albany .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alvarez & Marsal | Managing Director; Chair & Founder, Healthcare Industry Group | Prior to 2020 | Turnaround/performance improvement leadership across large healthcare businesses |
| Brookdale Senior Living (NYSE:BKD) | Director; Non‑Executive Chairman | Director Oct 2019–Jun 2024; Non‑Exec Chair Jan 2020–Jun 2024 | Board leadership during portfolio and operating initiatives |
| Magellan Health (NASDAQ:MGLN) | Director | Mar 2019–Jan 2022 | Oversight in specialty healthcare/behavioral benefits |
| Carisk Partners | Director | Apr 2019–Dec 2024 | Risk transfer and care coordination oversight |
Additional historical board experience disclosed in earlier proxies: Civitas Solutions (2009–2019) and HealthPRO Heritage (2015–2019) .
External Roles
| Organization | Role | Since |
|---|---|---|
| CVS Health Corporation (NYSE:CVS) | Director | Nov 2024 |
| Longevity Health Plans (NASDAQ:CTCX) | Director | Feb 2020 |
| Ovation Healthcare LLC (formerly QHR Health) | Director | Mar 2022 |
| ChenMed, LLC | Director | Sep 2024 |
| H2 Health | Co‑Founder, Chairman & CEO | Feb 2020 |
Board Governance
- Independence and leadership: All non‑employee directors, including Sansone, are independent under NYSE rules; Sansone has been Lead Independent Director since Jan 2023 with authority to call/chair executive sessions and act as liaison with the CEO/Chair .
- Committees: Member — Audit, Compensation & Talent, Nominating & Corporate Governance, Strategy. Chair — Strategy Committee (since July 2020) .
- Financial expertise: Board determined Sansone qualifies as an “audit committee financial expert” under SEC rules .
- Attendance: In 2024, the Board met 8 times; committees met 12 times. Each director attended at least 75% of Board/committee meetings, and all directors attended the 2024 annual shareholders’ meeting .
- Executive sessions: The Board generally meets in executive session at each meeting, presided over by the Chair/Executive Chair or Lead Independent Director .
Fixed Compensation (Director Pay Structure and 2024 Actuals)
- Structure (non‑employee directors): Annual cash retainer $80,000; additional annual retainers — Chair of the Board $50,000; Lead Independent Director $50,000; Audit Committee Chair $22,500; Compensation & Talent Chair $15,000; Nominating & Corporate Governance Chair $12,500. Annual restricted stock grant of $150,000 fair value, vesting on the first anniversary; no meeting fees. Stock ownership guideline: 3x annual cash retainer .
- 2024 Actual (Sansone):
- Cash fees: $130,000 (consistent with $80,000 retainer + $50,000 Lead Independent Director retainer) .
- Equity: Restricted stock grant $150,001 (grant date fair value) .
| Component | Amount ($) | Notes |
|---|---|---|
| Cash Fees (2024) | 130,000 | Board + Lead Independent Director retainers |
| Equity Grant (2024) | 150,001 | RS grant; vests in 1 year |
| Total (2024) | 280,001 | Sum of cash and equity |
Performance Compensation (Equity Mechanics)
| Element | Design | Vesting/Performance |
|---|---|---|
| Annual Director Equity | Restricted stock with $150,000 grant date fair value | Vests on first anniversary of grant; no performance metrics (director program) |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Notes |
|---|---|---|---|
| CVS Health (NYSE:CVS) | Public | Director | Large payer/health solutions company; no related‑party transactions disclosed with MD |
| Longevity Health Plans (NASDAQ:CTCX) | Public | Director | Medicare Advantage plan; no MD‑related transactions disclosed |
| Ovation Healthcare LLC | Private | Director | Hospital management consultancy; no MD‑related transactions disclosed |
| ChenMed, LLC | Private | Director | Senior primary care; no MD‑related transactions disclosed |
- Compensation Committee Interlocks: None in 2024 .
Expertise & Qualifications
- Board‑designated audit committee financial expert, with extensive healthcare advisory, turnaround, and operating experience; broad governance and finance expertise reflected across MD’s director skills matrix .
Equity Ownership
- Stock ownership guidelines: Directors must hold MD common stock equal to 3x annual cash retainer; anti‑hedging and anti‑pledging policy in place (hedging prohibited; pledging prohibited unless financial capacity to repay is demonstrated) .
- Beneficial ownership (as of March 10, 2025):
| Holder | Common Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Guy P. Sansone | 68,321 | <1% | Includes 49,961 shares directly owned and 18,360 unvested restricted shares with voting power |
Governance Assessment
- Strengths:
- Independent leadership with established Lead Independent Director role; executive sessions at each meeting — supports board oversight and independence .
- Broad committee participation and Strategy Committee chair role; audit committee financial expert designation enhances financial oversight .
- Robust director ownership policy and anti‑hedging/pledging restrictions align interests with shareholders .
- Strong shareholder support on executive pay: Say‑on‑pay approvals ~97% (2023) and ~96% (2024), reflecting positive engagement and alignment signals .
- Attendance and engagement: At least 75% attendance by all directors; full attendance at the 2024 AGM .
- Risk indicators and red flags:
- None identified in related‑party transactions or compensation committee interlocks for 2024; company reports no related‑party transactions beyond those disclosed (none involving Sansone) .
- Strategy Committee did not meet separately in 2024 (oversight handled at full Board level) — not a red flag per se but relevant to committee process transparency .
No insider Form 4 activity was disclosed in the proxy; company policies restrict hedging and pledging, further supporting alignment .