Mary Ann Moore
Executive Vice President, General Counsel, Chief Administrative Officer and Secretary at 
Pediatrix Medical Group
Pediatrix Medical GroupExecutive
About Mary Ann Moore
Executive Vice President, General Counsel, Chief Administrative Officer and Secretary at Pediatrix Medical Group (MD). Age 65; joined the company in 2006 as Associate General Counsel; elevated to EVP, General Counsel and Secretary in October 2022 and assumed Chief Administrative Officer responsibilities in August 2024 . Education includes a JD from Duquesne University School of Law and a BS in Nursing from Carlow College . Company performance during her executive tenure featured Adjusted EBITDA of $200.4M in 2023 and $224.0M in 2024, while reported net (loss) income was $(60.4)M in 2023 and $(99.1)M in 2024; Pediatrix’s TSR index values (fixed $100 base) were 33.47 in 2023 and 47.21 in 2024, contextualizing pay-for-performance alignment for the leadership team she is part of .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pediatrix Medical Group | EVP, General Counsel & Secretary | Oct 2022–Present | Senior legal leadership; corporate governance and board liaison . |
| Pediatrix Medical Group | Chief Administrative Officer | Aug 2024–Present | Oversight of administrative functions amid RCM transition and portfolio restructuring . |
| Pediatrix Medical Group | Associate General Counsel | 2006–Prior to EVP role | Progressively senior legal roles supporting operations and risk management . |
| Tenet Healthcare (THC) | Senior Counsel (South Florida) | Prior to 2006 | Health system legal counsel; regulatory and litigation support . |
| Adventist Health System | Legal Counsel | Prior to 2006 | Health system legal support; compliance and operations . |
| Hinshaw & Culbertson (Chicago) | Private practice attorney | Prior to 2006 | Healthcare and litigation experience . |
| Tallman Hudders & Sorrentino (Allentown, PA) | Private practice attorney | Prior to 2006 | Corporate and litigation experience . |
External Roles
No public-company directorships or external governance roles disclosed for Ms. Moore in the proxy .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $437,500 | $475,000 | $500,000 (increased upon CAO appointment) |
| Target Bonus (% of Salary) | 100% | 100% | 125% (raised with CAO role) |
| Actual Annual Bonus ($) | $95,000 | $95,000 (non‑equity incentive portion; plus $228,000 discretionary) | $1,125,000 (180% of target) |
| Perquisites ($) | $9,516 (401k + life) | $10,305 (401k + life) | $10,635 (401k + life) |
Notes:
- 2024 base salary rose from $475,000 to $500,000 concurrent with CAO appointment .
- 2024 bonus reflected 100% attainment on non-financial metrics and 200% payout on AIFO, averaging to 180% of target .
Performance Compensation
Annual Bonus Design (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted Income from Operations (AIFO) | 80% | $157M = 100% payout schedule; 0–200% curve | $183.681M (adjusted for restructuring/impairments) | 200% (financial component) | Paid after year-end |
| Structured Non-Financial Goals (RCM transition; ambulatory footprint reduction; NSA arbitration; clinical comp optimization) | 20% | Defined execution milestones | Achieved | 100% | Paid after year-end |
Result: Total annual bonus paid at 180% of target for Ms. Moore in 2024 .
Equity Awards and Performance
| Grant/Tranche | Type | Grant Date | Target Shares | Performance Metric/Targets | Actual Performance | Vesting |
|---|---|---|---|---|---|---|
| 2024 Annual Award (Tranche 1) | PSUs | 6/1/2024 | 22,800 | Adjusted EBITDA: $175M or below=0%; $205M=100%; $235M+=200%; subject to ROIC ±20% | Pending for period 4/1/2024–3/31/2025 | Earned shares vest 6/1/2027 |
| 2024 Annual Award | RSUs | 6/1/2024 | 68,400 | Time-based | N/A | 25% on 6/1/2025; 25% on 6/1/2026; 50% on 6/1/2027 |
| 2023 PSUs (Tranche 2, granted 3/21/2024) | PSUs | 3/21/2024 | 10,788 | Adjusted EBITDA: $170M=0%; $200M=100%; $230M+=200%; ROIC modifier | 2024 AEBITDA was $224.0M ⇒ 170% of target earned, subject to ROIC | Vests 3/1/2026 |
Company equity grant practices emphasize back-end weighted RSU vesting (25%, 25%, 50%) and three one-year PSU performance periods with a three-year ROIC modifier; options are not currently granted .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 243,328 shares; includes 4,106 direct, 42,227 via family trust, and 196,995 unvested performance/restricted shares with voting rights . |
| Ownership as % of Shares Outstanding | <1% (based on 85,816,882 shares outstanding as of March 10, 2025) . |
| Vested vs Unvested (Dec 31, 2024) | Unvested RSUs: 8,170; 41,748; 68,400; Unvested PSUs: 10,788; 10,788; 22,800 . |
| Stock Ownership Guidelines | Requirement: 2x base salary; Status: 3.9x base salary (in compliance as of Dec 31, 2024) . |
| Anti-Hedging/Pledging Policy | Hedging prohibited; pledging/margin prohibited unless demonstrable capacity to repay without pledged shares . |
| Clawback Policy | NYSE-compliant clawback adopted Nov 2023; prior misconduct-based clawback applies to awards on/after 1/1/2014 through 10/1/2023 . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Type | Employment Agreement covering severance, equity vesting, restrictive covenants (consistent with executive agreements) . |
| Termination Without Cause or For Good Reason | 24 months base salary continuation; 24 months health benefits; severance equal to 1.5× greater of average annual performance bonus or target bonus; pro rata target bonus for year of termination; time-based equity accelerates; PSUs remain outstanding to vest based on actual performance . |
| Death/Disability | Accrued obligations; pro rata target bonus; 90 days salary continuation under STD then termination per agreement; time-based equity accelerates; PSUs remain to vest based on actuals . |
| Change-in-Control (CIC) | Time-based equity fully vests immediately; PSUs with performance met at CIC fully vest; annual bonus performance deemed at least 100% and paid within 30 days of CIC . |
| Restrictive Covenants | 18–24 month non-compete/non-solicit; 10‑year non‑disparagement; confidentiality survives term; breach curtails severance . |
Compensation & Program Construction
| Item | Detail |
|---|---|
| Pay Mix | Base salary; annual cash incentive (AIFO + structured non-financial goals); RSUs (25/25/50 vest); PSUs with annual AEBITDA targets and 3‑yr ROIC modifier (+/−20%) . |
| AIFO Targets (2024) | 0% payout < $133M; 50% at $141M; 90% at $149M; 100% at $157M; 110% at $165M; 150% at $173M; 200% at $181M+; Actual $183.681M (200%) . |
| 2024 Non-Financial Goals | RCM hybrid model transition; ambulatory footprint exit; NSA arbitration function; clinical compensation optimization; achieved 100% . |
| PSU Targets (2024 tranche 1) | AEBITDA $175M or below=0%; $205M=100%; $235M+=200%; ROIC modifier 5%→−20%, 12%+→+20% . |
| 2023 PSU Tranche 2 Result | 2024 AEBITDA $224.0M ⇒ 170% of target earned (subject to ROIC) . |
Compensation Peer Group and Governance
- Peer group used for 2024 comparisons included Acadia Healthcare, Addus HomeCare, Amedisys, Aveanna, Brookdale, Chemed, Cross Country Healthcare, The Ensign Group, Healthcare Services Group, ModivCare, National HealthCare, Premier, RadNet, Surgery Partners .
- Say-on-pay approvals: ~95.6% (2024) and ~96% (2023), with investor-supported moves to three one-year PSU performance periods and ROIC modifier .
- Related party: Ms. Moore’s daughter is a Company Associate General Counsel; 2024 base salary $226,778; 2025 base salary $277,021; 2024 bonus paid $30,045; governed under related-person transaction policy .
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 ($100 base) | 53.47 | 33.47 | 47.21 |
Operational highlights (2024) included the transition to a hybrid revenue-cycle management model, exit from primary/urgent care and most ambulatory practices (improving Adjusted EBITDA), and internalization of NSA arbitration processes—all initiatives executed while Ms. Moore carried expanded CAO duties .
Investment Implications
- Pay-for-performance alignment: Moore’s 2024 cash incentive at 180% reflected rigorous AIFO targets and fully achieved strategic milestones, while PSUs embed multi-year discipline via ROIC modifiers and back-end vesting—reducing short-termism and increasing retention .
- Selling pressure/vesting calendar: Significant unvested RSUs (68,400) and PSUs (multiple tranches) vest in 2025–2027; insider selling pressure risk is mitigated by ownership/retention policy requiring 50% net after-tax share retention until guideline met (she is already above 2x salary at ~3.9x) .
- Alignment safeguards: Strong clawback, anti-hedging/pledging policies and CIC rules that emphasize performance-based treatment of PSUs reduce governance risk; related-party employment (daughter) is disclosed and reviewed under policy, tempering conflict concerns .
- Execution signal: 2024 operational restructuring and RCM transition underpin improving AEBITDA into 2025; leadership continuity with Moore’s CAO/GC role supports process rigor and legal/compliance execution—positive for risk management and margin trajectory .