Shirley Weis - Director | Pediatrix Medical Group (MD) Executive Profile & Compensation

About Shirley A. Weis

Independent director of Pediatrix Medical Group (MD) since July 2020; age 71. Weis is President of Weis Associates, LLC (a healthcare management, strategy, leadership consulting firm) since January 2014. Previously, she served as Vice President and Chief Administrative Officer of Mayo Clinic from 2007–2013 after joining Mayo in 1995 in multiple clinical and administrative leadership roles; she also served on the Mayo Clinic Board of Trustees. Education: B.S. (Michigan State University), Master of Management (Aquinas College), and honorary Doctor of Science (Michigan State University). Recognitions: Modern Healthcare “Top 25 Women in Healthcare” in 2007 and 2013 .

Past Roles

Organization	Role	Tenure	Committees/Impact
Mayo Clinic	Vice President & Chief Administrative Officer	2007–2013	First female CAO; prior roles included Chair of Administrative Services (Arizona), Chair of Managed Care, Executive Director of Mayo Management Services; also served on Mayo Clinic Board of Trustees .

External Roles

Organization	Role	Tenure	Committees/Impact
Weis Associates, LLC	President	Jan 2014–present	Healthcare management, strategic planning, leadership development consultancy .
Obyx (The Medical Memory), private	Director	Jul 2017–Dec 2021	Phoenix-based medical conversation recording/distribution; private company .
Sentry Insurance Company, mutual	Director	May 2015–Apr 2019	Business insurance; mutual insurer .
Surgalign Holdings, Inc. (OTC: SRGAQ)	Director	Oct 2014–May 2021	Global spine care medtech; prior public listing noted .

Board Governance

Committees: Compensation & Talent (Chair since July 2020), Nominating & Corporate Governance (member), Strategy (member) .
Committee activity (2024): Compensation & Talent met 5x; Nominating & Corporate Governance met 1x; Strategy Committee did not meet separately (matters addressed by full Board) .
Board activity and attendance (2024): Board met 8x; committees combined met 12x; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting virtually .
Independence: Board determined all non‑employee directors (including Weis) are independent under NYSE rules; each member of Weis’s committees met NYSE independence standards in 2024 .
Leadership/oversight: CEO and Chair roles are combined (Mark S. Ordan) since Jan 2025, with a Lead Independent Director (Guy P. Sansone) who presides over executive sessions; the Board generally holds an executive session at each meeting .
Say‑on‑pay investor support: Company reports ~97% approval at 2023 AGM and ~96% at 2024 AGM; Weis signs the CD&A letter as Compensation & Talent Committee Chair, indicating active engagement with pay design .

Fixed Compensation

Director pay policy (non‑employee directors):

Component	Amount	Notes
Annual cash retainer	$80,000	Payable quarterly .
Chair of the Board retainer	$50,000	Additional; payable quarterly .
Lead Independent Director retainer	$50,000	Additional; payable quarterly .
Audit Committee Chair retainer	$22,500	Additional; payable quarterly .
Compensation & Talent Committee Chair retainer	$15,000	Additional; payable quarterly .
Nominating & Corporate Governance Committee Chair retainer	$12,500	Additional; payable quarterly .

2024 compensation for Shirley A. Weis:

Year	Cash Fees	Equity (Grant-Date Fair Value)	Total
2024	$95,000	$150,001	$245,001

Notes:

Cash aligns with $80,000 base retainer + $15,000 Compensation & Talent Chair fee .
Equity grants are RSUs with $150,000 grant-date fair value, vesting on the first anniversary of the award (granted at the annual meeting) .

Performance Compensation

Director equity structure:

Element	Detail
Equity vehicle	Restricted stock (time-vest) granted annually; $150,000 grant-date fair value .
Vesting	Vests on first anniversary of the award date .
Outstanding RS at 12/31/2024	18,360 unvested restricted shares for Weis (power to vote while unvested) .
Performance metrics	None for non‑employee director equity; time‑based vesting only .

Other Directorships & Interlocks

Company	Exchange/Ticker	Role	Status
Surgalign Holdings, Inc.	OTC: SRGAQ	Director	Prior (Oct 2014–May 2021) .
Current public company boards	—	—	Not disclosed for Weis in MD’s proxy .
Compensation committee interlocks (2024)	—	—	None reported for MD directors/executives .

Expertise & Qualifications

Healthcare system leadership: Mayo Clinic’s first female Chief Administrative Officer; extensive clinical/administrative leadership experience; prior Board of Trustees member (Mayo) .
Governance and compensation oversight: Chair, Compensation & Talent Committee (since 2020); remit includes incentive plan risk review, human capital and talent strategy oversight, stock ownership guideline monitoring, and clawback policy implementation .
Education/recognition: B.S. (MSU), Master of Management (Aquinas), honorary D.Sc. (MSU); Modern Healthcare “Top 25 Women in Healthcare” in 2007 and 2013 .

Equity Ownership

Holder	Shares Beneficially Owned	Percent of Shares Outstanding	Notable Footnotes
Shirley A. Weis	36,028	<1% (based on 85,816,882 shares outstanding)	Includes 17,668 shares indirectly owned via a family trust and 18,360 unvested restricted shares with voting power .

Ownership alignment and policies:

Director stock ownership guideline: Non‑management directors must own MD stock worth 3x the annual base cash retainer (i.e., 3 × $80,000) .
Anti‑hedging/anti‑pledging: Policy prohibits hedging and pledging MD securities, unless financial capacity to repay loans is clearly demonstrated without resort to pledged securities .
Insider trading policy: Adopted and disclosed; applicable to directors .
Director retirement policy: Mandatory retirement at age 80 (no waivers granted in prior year) .

Governance Assessment

Strengths for investor confidence:
- Independent director with deep healthcare operating credentials; serves as Compensation & Talent Committee Chair and on key governance committees .
- Robust director ownership guideline (3x retainer) and annual time‑vested equity grant align director incentives with long‑term shareholder value .
- Formal anti‑hedging/anti‑pledging and insider‑trading policies; clawback policy adopted for executives (best practice posture overall) .
- Strong shareholder support for executive pay (≈97% in 2023; ≈96% in 2024) indicating credibility of the compensation program overseen by Weis’s committee .
- No related‑party transactions involving Weis disclosed; no compensation committee interlocks reported in 2024 .
Watch items (not necessarily red flags):
- Combined CEO/Chair structure since Jan 2025, albeit mitigated by a Lead Independent Director and regular executive sessions of independent directors .
- Strategy Committee did not meet separately in 2024 (oversight conducted by the full Board); Nominating & Corporate Governance Committee met once (monitor for adequacy given strategic and refresh needs) .
- Virtual‑only annual meeting format continues (company cites broader access and cost savings); may be viewed unfavorably by some governance investors preferring hybrid/in‑person access .
Attendance and engagement signals:
- Each director met at least the 75% attendance threshold across Board and committee meetings; all directors attended the 2024 annual meeting virtually .
Compensation structure (director):
- Cash retainer plus modest chair fees; no meeting fees; equity is time‑based (no performance metrics), consistent with standard director pay practices emphasizing independence from management performance outcomes .
Potential conflicts:
- None disclosed for Weis; the only related-person matter reported concerned an executive officer’s family member, reviewed under MD’s related‑party policy .