Mark Ordan

About Mark Ordan

Mark S. Ordan is Chair of the Board and Chief Executive Officer (CEO) of Pediatrix Medical Group, Inc. (ticker: MD). He re-assumed the CEO role on January 12, 2025 (previously CEO 2020–2022) and has served as a Director since July 2020; he became Chair and CEO concurrently in January 2025 and is not independent under NYSE rules . He is 66 years old, holds a BA from Vassar College and an MBA from Harvard Business School . Company-level performance context: 2024 Adjusted EBITDA was $224.0M and 2024 total shareholder return (TSR) translated to a $47.21 value for a $100 investment, reflecting sector headwinds; pay-for-performance remains focused on Adjusted EBITDA and Adjusted Income from Operations (AIFO) rather than relative TSR .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Annual Bonus (Cash)
  • Target: 150% of base salary (metrics and range set annually by the Compensation & Talent Committee) .
• Long-Term Equity
  • Equity Transformation Award: Performance Share Units (PSUs) for 640,000 shares; 3-year cliff vesting; shares earned in thirds if stock price hits 125%, 150%, and 175% of the 20‑trading‑day average closing price before Jan 12, 2025, for at least 20 consecutive trading days before the third anniversary; maximum determined by hurdles; subject to service through 3 years .
  • Ongoing Annual Equity: Target grant-date fair value not less than $5.5M per year during the employment period .

The company emphasizes Adjusted EBITDA/AIFO and structured non-financial goals; shareholders approved say‑on‑pay with ~96% support in 2024 and ~97% in 2023, reflecting buy‑in to the pay design .

Equity Ownership & Alignment

Employment Terms

Board Governance

• Role: Chair of the Board and CEO since January 2025; not independent under NYSE rules; Board maintains a Lead Independent Director (Guy P. Sansone) to counterbalance combined roles and lead executive sessions .
• Committees: Ordan is not listed on standing committees (Audit; Compensation & Talent; Nominating & Corporate Governance; Strategy) .
• Board Activity: 8 Board meetings in 2024; each Director attended at least 75% of meetings; all Directors attended the 2024 annual meeting virtually .
• Director Pay (2024): Non‑employee Directors received cash retainers and $150,000 in RS; while Executive Chair, Ordan received $85,000 per month (Mar 2024–Jan 11, 2025). As CEO, he receives no Board compensation .

Director Compensation (Context, 2024)

Performance & Track Record

• 2024 restructuring: Exited primary/urgent care and most ambulatory practices (≈$200M revenue drag), executed overhead reductions, and transitioned to a hybrid revenue cycle management model to support EBITDA improvement .
• Financial outcomes: Adjusted EBITDA $224.0M in 2024; pay-for-performance centered on Adjusted EBITDA/AIFO, not relative TSR, given payor-mix and regulatory volatility .
• Shareholder support: Say-on-pay approvals ~95.6% (2024 proxy for 2023 program) and ~96% (2025 proxy for 2024 program), reflecting investor endorsement of the updated design (multi‑year ROIC modifier; structured non‑financial goals) .

Compensation Structure Analysis

• Alignment levers
  • High at-risk mix: CEO bonus at 150% target and a large, price-hurdle PSU (640,000 shares) create direct linkage to absolute TSR and operational execution .
  • Vesting pressure/insider selling: The PSU is 3‑year cliff (no interim vesting), reducing near-term selling pressure; legacy director RS (18,360 shares) vest on standard schedule; 50% net-share retention supports alignment .
  • Risk controls: Robust clawback; anti‑hedging/anti‑pledging; insider trading policy; Lead Independent Director oversight of combined Chair/CEO structure .
• Potential red flags
  • One-time $2M retention cash reduces at-risk mix in year 1 (subject to clawback via pro‑rata repayment on certain separations), but strategic PSU sizing and annual equity minimum ($5.5M) mitigate by emphasizing long-term equity exposure .
  • Combined Chair/CEO can raise independence concerns; presence of a Lead Independent Director and fully independent key committees partially offsets governance risk .

Employment & Contracts (Severance and CIC Economics)

Say‑on‑Pay & Shareholder Feedback (Context)

Expertise & Qualifications

• Education: BA (Vassar); MBA (Harvard) .
• Industry: Decades as healthcare operator and public-company CEO (Sunrise, QCP, WPG), plus board leadership across healthcare and real estate .
• Governance: Lead Independent Director at The Carlyle Group; prior Chair at Federal Realty; U.S. Chamber Chairman .

Investment Implications

• Incentive alignment: The 640,000‑share PSU tied to multi‑step stock-price hurdles and 3‑year cliff vesting tightly aligns Ordan’s realized pay with absolute TSR over his first three years; annual equity awards of ≥$5.5M further anchor long-term alignment .
• Selling/overhang dynamics: Minimal near-term vesting aside from legacy director RS; the long cliff structure reduces forced selling in the next 12–24 months, limiting insider supply pressure .
• Retention and succession: Five-year term with auto-renew and robust severance/CIC terms reduce near-term retention risk; clawback and restrictive covenants provide shareholder protections .
• Governance checks: Combined Chair/CEO role heightens independence scrutiny, but the designated Lead Independent Director and fully independent committees provide counterbalances; continued strong say‑on‑pay outcomes suggest investor comfort with the framework .
• Performance focus: Company emphasis on Adjusted EBITDA/AIFO, plus the CEO’s equity design centered on absolute stock performance, should concentrate management on durable profit growth and cash conversion; execution on RCM stabilization and portfolio refocus remains the critical lever for value creation in 2025–2027 .