John Starcher Jr.

About John M. Starcher Jr.

John M. Starcher, Jr. is an independent director of Pediatrix Medical Group (NYSE: MD), serving on the Board since July 2020 and currently age 54 . He is President and Chief Executive Officer of Bon Secours Mercy Health, a large not‑for‑profit health system, a role he has held since September 2018 . He holds a B.S. in Business Administration from Bowling Green State University and a J.D. from the University of Toledo; he is licensed to practice law in Ohio (inactive) . He is an independent, non‑employee director and a member of the Board’s Compensation and Talent Committee and Strategy Committee .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation & Talent Committee member; Strategy Committee member .
• Chair roles: Not a committee chair; Compensation & Talent is chaired by Shirley A. Weis; Strategy Committee is chaired by Guy P. Sansone .
• Board and committee activity: Board met 8 times in 2024; committees held a combined 12 meetings .
• Attendance: Each director attended at least 75% of Board and committee meetings in 2024 .
• Independence: Board determined all non‑employee directors are independent under NYSE rules and the company’s categorical standards .
• Lead Independent Director: Guy P. Sansone serves as Lead Independent Director .
• Executive sessions: Independent directors meet in executive session generally at each Board meeting .

Fixed Compensation (Director)

Performance Compensation (Director)

Performance metrics: Director equity is time‑based restricted stock; no director performance metrics disclosed for vesting. Vesting is service‑based on the first anniversary of the award granted at election date (2024 annual meeting held May 9, 2024) .

Other Directorships & Interlocks

Expertise & Qualifications

• Healthcare system leadership: CEO roles across large integrated systems and multi‑hospital portfolios, including BSMH and Mercy Health .
• Transaction/M&A execution: Led HMA through its sale to Community Health Systems as Interim CEO .
• Legal and HR background: Former Associate General Counsel and HR SVP; J.D. and Ohio bar (inactive) .
• Board breadth: Service on 20+ boards in varied industries, bringing diverse governance perspective .

Equity Ownership

Insider Trades (Form 4) – Transactions and Current Holdings

Note: Query period 2023‑01‑01 to 2025‑11‑20 returned only equity award transactions (no open‑market purchases or sales) for Mr. Starcher at MD during this timeframe. Source: insider‑trades skill (Form 4 data) .

Say‑on‑Pay & Shareholder Feedback (Context for Comp Committee Member)

• 2024 Annual Meeting results: Say‑on‑pay (for FY2023) received 71,662,763 votes For; 3,286,998 Against; 35,889 Abstentions; 2,551,961 broker non‑votes .
• Board election: Mr. Starcher received 73,449,095 votes For; 1,492,773 Against; 43,782 Abstentions at the 2024 meeting .

Related‑Party Transactions and Conflicts

• Policy: Transactions >$120,000 are deemed material and must be reviewed by disinterested directors on the Audit Committee or Board; approval requires arm’s‑length fairness .
• Disclosure: No related‑party transactions since the beginning of 2024; none currently proposed .
• Independence review: Board considered director relationships and concluded non‑employee directors, including Mr. Starcher, are independent under NYSE and company standards; transactions noted did not affect independence .
• Compensation committee interlocks: None in 2024 .

Governance Policies Affecting Alignment and Risk

• Stock ownership and retention: Non‑management directors must maintain stock worth 3× annual base cash retainer; director equity grants intended to align with shareholder interests .
• Anti‑hedging/pledging: Prohibited hedging; no margin/pledging absent demonstrated capacity to repay without pledged securities .
• Clawback: NYSE‑compliant clawback policy applies to executive officers for incentive‑based compensation on/after Oct 2, 2023; prior clawback covers earlier periods; contextual to comp oversight (not director pay) .

Governance Assessment

• Strengths

  • Independent director with deep operating experience leading large healthcare systems; relevant to MD’s payer/RCM dynamics and provider operations .
  • Active on Compensation & Talent Committee overseeing executive pay design and risk in incentives; committee fully independent and uses independent advisors as needed .
  • Solid engagement: Board met 8 times in 2024; all directors met 75%+ attendance; independent director executive sessions held generally every meeting .
  • Alignment mechanisms: 3× retainer stock ownership guideline; annual time‑based equity grants to directors; anti‑hedging/pledging policy .

• Watchpoints

  • External roles: Director at Ensemble Health Partners (RCM); MD transitioned RCM vendors in 2024–2025 (e.g., new agreements with Guidehouse). No MD–Ensemble transactions disclosed, but monitor for potential future engagements and ensure Audit Committee review if any arise .
  • Strategy Committee did not meet separately in 2024; strategy oversight occurred at the full Board level, but committee‑level cadence bears monitoring given MD’s ongoing transformation .

• Red Flags (none disclosed)

  • No related‑party transactions since beginning of 2024; Compensation Committee interlocks absent; no hedging/pledging permitted under policy absent stringent conditions .

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