Laura Linynsky - Director | Pediatrix Medical Group (MD) Executive Profile & Compensation

About Laura Linynsky

Independent director of Pediatrix Medical Group (MD) since May 2022; age 57. Background spans senior operating, finance and restructuring roles across healthcare services and senior housing, including interim CFO of HCR ManorCare during its 2018 sale. She is currently a healthcare management consultant (operational, quality, employment, ESG, regulatory) and holds a B.S. from the University of South Carolina, Columbia .

Past Roles

Organization	Role	Tenure	Committees/Impact
HCR ManorCare	Interim Chief Financial Officer	Until July 2018 sale	Finance leadership through restructuring and sale
Quality Care Properties (NYSE:QCP)	Senior Vice President	2016–2018	Oversaw operations/financials; helped restructure HCR ManorCare-landlord relationship
Sunrise Senior Living (formerly NYSE:SZR)	Chief Operating Officer, Head of Operations	2010–2013	Led operating and financial turnaround; US/Canada/UK oversight
Sunrise Senior Living	VP, Real Estate & Asset Mgmt; Director of Acquisitions	2002–2010	Portfolio and acquisitions leadership
Marriott International; Nextel Communications; Cogent Communications	Finance, tax, business development roles	Prior to 2002	Corporate finance and development experience

External Roles

Organization	Role	Tenure	Committees/Impact
Healthcare management consulting practice	Consultant (operations, quality, employment, ESG, regulatory)	Aug 2018–present	Advises startups and growth organizations
Argentum (non-profit)	Board member (past)	Not disclosed	Industry advocacy in senior housing
National Investment Center for Seniors Housing (non-profit)	Board member (past)	Not disclosed	Market/finance insights in seniors housing

Board Governance

Independence: The Board determined all non-employee directors (including Linynsky) are independent under NYSE rules and the company’s categorical standards .
Committees (2024): Audit Committee (6 meetings; member) and Compensation & Talent Committee (5 meetings; member) . She is designated an SEC “audit committee financial expert” .
Attendance: Board met 8 times; committees met 12 times combined; each director attended at least 75% of Board and committee meetings in 2024 .
Leadership/oversight: Lead Independent Director is Guy P. Sansone; independent directors hold executive sessions; Board retains cybersecurity oversight with Audit handling incident disclosure .
Audit Committee report: Signed by Linynsky among Audit Committee members, affirming oversight of financial statements and ICFR .

Fixed Compensation

Component	2024 Amount	Notes
Annual cash retainer	$80,000	Standard non-employee director annual retainer (paid quarterly)
Committee chair fees	$0	Audit Chair $22,500; Comp & Talent Chair $15,000; Nominating Chair $12,500 (Linynsky is not a chair)
Lead Independent Director/Board Chair fees	$0	$50,000 each if applicable; not applicable to Linynsky
Cash actually earned (2024)	$80,000	Reported for Linynsky in Director Compensation table

Performance Compensation

Equity Element	2024 Grant-Date Fair Value	Grant Timing	Vesting	Outstanding RS at 12/31/2024
Restricted Stock	$150,001	Granted annually on election at the annual meeting	Vests on first anniversary of grant	18,360 shares (outstanding award count for Linynsky)

Performance metrics tied to director equity: Not applicable; director equity is time-based restricted stock intended to align with shareholders .

Other Directorships & Interlocks

Category	Detail
Current public company boards	No current public company directorships are disclosed in Linynsky’s MD biography .
Prior public company boards	Not disclosed for Linynsky in MD proxy (bio lists operating roles at public companies but not board seats) .
Non-profit/industry boards (past)	Argentum; National Investment Center for Seniors Housing .
Compensation committee interlocks	Company discloses no compensation committee interlocks in 2024 under SEC rules .

Expertise & Qualifications

Audit committee financial expert; Accounting/Finance, Healthcare industry, Executive leadership, Strategic oversight, Risk/Compliance, Business development/M&A, Real estate/development, and Data privacy/cybersecurity expertise per Board matrix .
20+ years in corporate finance, accounting, and tax; 10+ years in senior housing healthcare operations and turnaround contexts .

Equity Ownership

Holder	Beneficially Owned Shares	Percent of Shares Outstanding	Notes
Laura A. Linynsky	30,805	<1%	As of March 10, 2025; beneficial ownership table
Outstanding restricted stock awards (unvested)	18,360	—	RS outstanding at FY2024 year-end for Linynsky

Director stock ownership guideline: Non-management directors must own stock worth 3× the annual cash retainer (i.e., 3×$80,000); policy designed to align director/shareholder interests .
Anti-hedging/pledging: Company prohibits hedging and discourages pledging; pledging allowed only with demonstrated capacity to repay loan without resort to pledged securities .

Governance Assessment

Strengths
- Financial sophistication: Audit Committee member and designated SEC “financial expert,” bolstering audit and ICFR oversight .
- Active committee work: Participated on Audit (6 meetings) and Compensation & Talent (5 meetings) in 2024; Board reports ≥75% attendance for all directors .
- Alignment mechanisms: Annual time-based restricted stock ($150k) and director ownership guideline (3× retainer) support long-term alignment .
- Independence: Confirmed independent under NYSE standards; Comp & Talent Committee composed solely of independent directors with an independent consultant (Semler Brossy), assessed for conflicts .
Potential Risks/Watch Items
- Equity is time-based (not performance-conditioned); while standard for directors, it offers less performance sensitivity than PSUs; monitor ownership guideline progress over time .
- Board leadership structure: CEO also serves as Chair; mitigated by Lead Independent Director and regular executive sessions, but remains a governance consideration for investors .
- Related-party/pledging: Proxy discloses a related-party employment involving another officer’s family member; no transactions involving Linynsky are disclosed. Anti-pledging policy in place; no director-specific pledging disclosures noted .
Conflicts and Related-Party Exposure
- Company policy routes any director-involved related-person transactions to disinterested Audit Committee/Board members; transactions >$120,000 deemed material by policy. Since 2024, only disclosed related-person item concerns another executive’s family member; none identified for Linynsky .
Shareholder Oversight Signals
- Advisory say-on-pay and Audit ratification items on ballot; Compensation & Talent Committee emphasizes risk oversight of incentive design and human capital; clawback policy compliant with NYSE rules (post 10/2/2023) .

Overall, Linynsky adds experienced operator/CFO and audit expertise with solid committee engagement and independence. Alignment is supported by equity grants and ownership guidelines; no disclosed conflicts related to her. Investors should continue to monitor alignment (ownership vs. guideline) and the efficacy of independent board leadership under the combined CEO/Chair structure .