Kasandra Rossi
Pediatrix Medical GroupAbout Kasandra Rossi
Kasandra H. Rossi, age 52, is Executive Vice President, Chief Financial Officer and Treasurer of Pediatrix Medical Group (ticker: MD), appointed in October 2024. She joined Pediatrix in 2009 and held senior accounting, finance and treasury roles, with prior experience at Office Depot, Republic Services, and Ernst & Young; she holds a B.S. in Accounting from Florida Atlantic University . Company performance context during her transition period: Adjusted EBITDA rose to $224.0 million in 2024 from $200.4 million in 2023, while net loss widened to $(99.1) million; the company’s 2024 TSR (fixed $100 methodology) was $47.21 per the pay-versus-performance table .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pediatrix Medical Group | SVP, Financial Reporting & Assistant Treasurer | 2009–2024 | Led senior-level accounting, finance and treasury functions supporting transition to hybrid RCM and portfolio restructuring context . |
| Office Depot, Inc. | Various accounting/finance roles | 2003–2009 | Public company finance experience in South Florida . |
| Republic Services, Inc. | Various accounting/finance roles | 2003–2009 | Public company finance experience in South Florida . |
| Ernst & Young LLP | Assurance practice | 1999–2003 | Audited healthcare, private equity and aviation clients; foundational technical rigor . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external board roles disclosed in proxy . |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $425,000 | Increased from $350,000 upon CFO appointment in Oct 2024 . |
| Target Bonus (% of Base) | 75% | Increased from 50% with CFO promotion . |
| Actual Bonus Paid ($) | $573,750 | 180% of target (200% financial × 100% non-financial → blended 180%) . |
| All Other Compensation ($) | $10,571 | Includes $10,350 401(k) match and $221 life insurance . |
| Total 2024 Compensation ($) | $1,344,756 | As disclosed in SCT . |
Performance Compensation
Annual Bonus Structure (2024)
| Component | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted Income from Operations (AIFO) | 80% | $157,000,000 for 100% payout | Adjusted to $183,681,000 | 200% of target (financial) | Cash bonus; paid in early 2025 . |
| Non-Financial Metrics (RCM transition; ambulatory footprint exit; NSA arbitration build; clinical compensation optimization) | 20% | Defined qualitative goals | Achieved 100% | 100% of target (non-financial) | Cash bonus . |
| Blended Bonus Outcome | — | — | — | 180% of target | Ms. Rossi actual $573,750 . |
Equity Awards (2024)
| Award Type | Grant Date | Target/Units | Fair Value ($) | Performance Metrics | Vesting |
|---|---|---|---|---|---|
| RS (time-based) | 6/1/2024 | 23,940 sh | $175,001 | — | 25% on 3/1/2025; 25% on 3/1/2026; 50% on 3/1/2027 . |
| RS (time-based) | 12/1/2024 | 11,112 sh | $133,344 | — | Company RS awards vest back-end weighted; Ms. Rossi’s June schedule disclosed; Dec grant follows program practices . |
| PS (performance shares) | 12/1/2024 | 6,945 target sh (max 13,890) | $83,340 | Adjusted EBITDA with three one-year periods; three-year ROIC modifier ±20%; max 200% | Earned shares vest 6/1/2027; tranche 1 measured 4/1/2024–3/31/2025 . |
Performance Share Goals (first tranche framework across NEOs):
- Shares earned vary 0–200% with Adjusted EBITDA thresholds ($175m or below=0%; $205m=100%; $235m or above=200%), subject to budgeted exclusions and ROIC modifier ±20% .
Historical PSU Earnout Context:
- For 1/1/2024–12/31/2024 (second tranche of 2023 PS awards), Adjusted EBITDA was $224.0 million, corresponding to 170% of target shares earned, subject to ROIC modifier; vest 3/1/2026 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 71,985 shares (14,155 directly; 57,830 unvested restricted stock currently voteable) . |
| Ownership % of Outstanding | <1% (asterisk denotes less than one percent per proxy) . |
| Unvested/Outstanding Awards (12/31/2024) | RS: 3,813 sh ($50,027), 11,894 sh ($156,049), 23,940 sh ($314,093), 11,112 sh ($145,789); PS: 6,945 target sh ($91,118) . |
| Stock Ownership Guidelines | 2× base salary; retain 50% of net after-tax vested shares until guideline met; status: Transition Period (not yet in compliance) . |
| Anti-Hedging/Pledging Policy | Prohibits hedging and pledging/margin except with demonstrated capacity to repay without pledged securities . |
| Clawback Policies | Legacy misconduct/restatement clawback (applies to awards received 1/1/2014–10/1/2023); NYSE-compliant clawback for incentive comp received on/after 10/2/2023 . |
| Potential Selling Pressure Indicators | RS tranches vest 3/1/2026 and 3/1/2027 (after initial 3/1/2025 tranche), and PS tranches vest 6/1/2027, creating potential windows for sales post-vesting subject to insider trading policy . |
Employment Terms
| Provision | Term/Amount |
|---|---|
| Appointment | EVP, CFO & Treasurer appointed Oct 2024 . |
| Severance (No Cause / Good Reason) | 24 months base salary; pro rata target bonus for year of termination; 1.5× greater of average annual performance bonus or target bonus; company-paid benefits continuation; time-based equity vests; performance-based equity remains outstanding and vests based on actual performance . |
| Death/Disability | Accrued obligations; pro rata target bonus; short-term disability pay (90 days) then termination with benefits per agreement . |
| Change-in-Control | Annual bonus deemed at least 100% of target; time-based equity immediately vests; performance-based equity vests if performance condition met at time of CoC . |
| Restrictive Covenants | Non-compete and non-solicit for 18 or 24 months post-termination; 10-year non-disparagement; confidentiality survives term; violation cuts off severance/benefits . |
| 280G Treatment | Excise tax cutback to avoid 4999 tax unless cutback reduces after-tax proceeds below unreduced scenario . |
Compensation Committee Analysis
- Committee: Compensation and Talent Committee (independent), chaired by Shirley A. Weis; met 5 times in 2024; monitors incentive risk and stock ownership guideline compliance .
- Consultant: Semler Brossy Consulting Group engaged since 2022; reviewed peer group and market practices .
- Peer Group (for benchmarking): Includes Acadia Healthcare, Addus HomeCare, Amedisys, Aveanna, Brookdale, Chemed, Cross Country, The Ensign Group, Healthcare Services Group, ModivCare, National HealthCare, Premier, RadNet, Surgery Partners .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approvals: ~97% in 2023; ~96% in 2024 per program changes; proxy also cites 95.6% 2024 vote approval in pay-versus-performance section .
- Program enhancements: Performance-based equity with three one-year performance periods and three-year ROIC modifier; structured non-financial bonus metrics with weighting and disclosure .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Adjusted EBITDA ($000s) | 241,033 | 200,418 | 224,022 . |
| Net (Loss) Income ($000s) | 66,331 | (60,408) | (99,069) . |
| TSR – Value of $100 Investment | $53.47 | $33.47 | $47.21 . |
- 2024 operational priorities included hybrid RCM transition, ambulatory footprint exit, and overhead restructuring; AIFO target reflected bottom-end guidance, with Committee discretion excluding impairments/disposals tied to portfolio restructuring .
Risk Indicators & Red Flags
- Discretionary AIFO adjustments excluding impairments/losses tied to portfolio rationalization increased financial bonus payout to 200% of target—monitor for sustained alignment and repeatability .
- Ownership guideline status “Transition Period” for CFO—watch progress to 2× salary .
- Anti-pledging/hedging policy in place; no pledging disclosed for Rossi .
- Robust clawbacks (NYSE-compliant) reduce recovery risk on incentive comp .
Equity Ownership & Alignment (Detailed)
| Category | Shares | Market Value Reference |
|---|---|---|
| Directly owned | 14,155 | — . |
| Unvested RS (voteable) | 57,830 | Market value examples at $13.12: 3,813 ($50,027); 11,894 ($156,049); 23,940 ($314,093); 11,112 ($145,789) . |
| Unearned PS (target) | 6,945 | $91,118 market reference . |
| Total beneficial | 71,985 | <1% of 85,816,882 shares . |
Investment Implications
- Strong incentive alignment: CFO pay emphasizes variable components tied to AIFO and Adjusted EBITDA with ROIC modifier; vesting schedules back-end weighted, supporting retention and multi-year focus .
- Potential near-term selling pressure: RS tranches vesting on 3/1/2026 and 3/1/2027 and PS vesting on 6/1/2027 create windows; monitor Form 4s around these dates and blackout periods .
- Governance safeguards: NYSE-compliant clawback, anti-hedging/pledging, ownership guidelines (2× salary) mitigate misalignment risk; watch progress to guideline compliance .
- Compensation program uses Committee discretion to neutralize restructuring impacts in incentive metrics; investors should assess sustainability of earnings power post-portfolio exits and RCM stabilization (AIFO adjusted to 200% payout, non-financial 100%) .