Michael Rucker - Director | Pediatrix Medical Group (MD) Executive Profile & Compensation

About Michael A. Rucker

Independent director of Pediatrix Medical Group (MD) since May 2019; age 55. He serves on the Audit Committee and the Nominating & Corporate Governance Committee, where he has been Chair since May 2022. The Board designates him an “audit committee financial expert.” He is CEO (since 2017) and director (since 2016) of Ivy Rehab Network; prior roles include EVP & COO of Surgical Care Affiliates (2010–2017), Division VP at DaVita (2005–2008), and management roles at Gambro Healthcare; former CPA; B.S., Miami University; MBA, Wharton.

Past Roles

Organization	Role	Tenure	Committees/Impact
Surgical Care Affiliates (formerly NASDAQ:SCAI; acquired by UnitedHealth Group)	EVP & COO	2010–2017	Led large surgical facilities network operations pre/post-acquisition
DaVita, Inc. (NYSE:DVA)	Division Vice President	2005–2008	Operations leadership following DaVita’s acquisition of Gambro Healthcare
Gambro Healthcare	General management & business development	1997–2005 (prior to DaVita acquisition)	Physician practice operations and growth roles

External Roles

Organization	Role	Tenure	Public/Private
Ivy Rehab Network, Inc.	Chief Executive Officer; Director	CEO since 2017; Director since 2016	Private healthcare services company
Other public company directorships	None disclosed in MD 2025 Proxy	—	—

Board Governance

Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member and Chair since May 2022. The Board determined all 2024 Audit Committee members, including Rucker, were independent and that Rucker qualifies as an “audit committee financial expert.”
Independence: The Board affirmatively determined all non-employee directors (including Rucker) are independent under NYSE rules after reviewing relationships/transactions; none affected independence.
Attendance and engagement: In 2024 the Board met 8 times; committees met 12 times; each director attended at least 75% of combined Board and committee meetings. All directors attended the 2024 annual shareholders’ meeting virtually. In 2023, the Board met 10 times; committees met 28 times; each director attended at least 75%.
Committee activity (2024): Audit Committee held 6 meetings; Nominating & Corporate Governance Committee (chaired by Rucker) held 1 meeting plus actions via unanimous written consent.

Fixed Compensation

Component	2023	2024
Annual cash retainer (non-employee director)	$80,000 (policy)	$80,000 (policy)
Committee chair fee (Nominating & Corporate Governance Chair)	$12,500 (policy)	$12,500 (policy)
Fees Earned or Paid in Cash (Rucker actual)	$92,500	$92,500

Notes:

Policy chair retainers: Audit Committee Chair $22,500; Compensation & Talent Committee Chair $15,000; Nominating & Corporate Governance Committee Chair $12,500; Chair of the Board $50,000; Lead Independent Director $50,000.

Performance Compensation

Component	2023	2024
Annual equity grant (restricted stock; time-based vesting) – grant date fair value	$150,001	$150,001
Vesting	Vests on first anniversary of award; granted on date of director’s election at AGM	Vests on first anniversary of award; granted on date of director’s election at AGM
Outstanding restricted stock at FY-end (Rucker)	10,965	18,360

Notes:

Non-employee director equity is time-based RS and does not use performance metrics; it is intended to align director pay with long-term shareholder interests.

Other Directorships & Interlocks

Current public company boards: None disclosed for Rucker in MD’s 2025 proxy.
Private/company roles: CEO and director at Ivy Rehab Network, Inc.
Interlocks/conflicts: The proxy discloses a related-person employment involving another executive’s family member; no related-person transactions were disclosed for Rucker, and the Board confirmed independence for all non-employee directors after reviewing transactions.

Expertise & Qualifications

Healthcare services operating executive (physician practice partnerships, outpatient networks); extensive M&A and integration background.
Financial expertise: former certified public accountant; designated by the Board as an “audit committee financial expert.”
Education: B.S. (Miami University); MBA (Wharton School of Business).

Equity Ownership

Holder	Common Stock Beneficially Owned (shares)	Percent of Outstanding	RS Outstanding at FY-End
Michael A. Rucker (as of Mar 10, 2025)	58,152	<1%	18,360 (FY 2024)

Ownership alignment policies:

Director stock ownership guideline: Non-management directors must hold MD stock equal to 3x the annual base cash retainer.
Anti-hedging/anti-pledging: Directors are prohibited from hedging and from holding/pledging MD securities in margin accounts or as collateral unless they clearly demonstrate capacity to repay without resorting to the pledged securities.

Governance Assessment

Positives
- Independent director with relevant sector operating experience; designated audit committee financial expert; chairs Nominating & Corporate Governance Committee, which oversees board composition, governance principles, and executive succession.
- Strong alignment features for directors: meaningful equity grants; mandatory stock ownership guideline (3x retainer); anti-hedging/anti-pledging policy.
- Attendance: at least 75% threshold met in 2024 and 2023; full participation at annual meetings.
- Shareholder support backdrop: Say‑on‑pay approval ~95.6% in 2024, reflecting broader investor confidence in compensation governance.
Watchpoints
- Nominating & Corporate Governance Committee met once in 2024 (additional actions by unanimous written consent); while permissible, low formal meeting frequency warrants monitoring given evolving governance demands.
- Board leadership structure: MD combined CEO/Chair roles as of Jan 2025, which places added responsibility on independent directors and committee chairs (including Rucker as N&CG Chair) to ensure robust independent oversight.
Conflicts/related-party
- No related-person transactions disclosed for Rucker; Board affirmed all non-employee directors' independence after reviewing transactions.