Sylvia Young
Pediatrix Medical GroupAbout Sylvia J. Young
Independent director of Pediatrix Medical Group, Inc. (MD) since May 2023; age 63. Former President & CEO of HCA’s Continental Division and former President of HCA’s Sunrise Health System; retired from HCA in March 2023. Education: MS in Health Administration (University of Alabama, Birmingham) and BA in Public Administration (Samford University); named “Top Women to Watch in Healthcare” in 2022 by Modern Healthcare. Current roles include owner of Young Consulting Advisors, LLC and consultant to Cerebell, Inc. since August 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HCA Continental Division | President & CEO | Through March 2023 | Led multi-state regional health system operations |
| HCA Sunrise Health System (Las Vegas) | President | Prior to Continental Division role | Oversaw Sunrise Hospital & Medical Center, Sunrise Children’s Hospital, Mountain View Hospital, Southern Hills Hospital and four ASCs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lincoln Educational Services Corporation (NASDAQ: LINC) | Independent Director | Current | Member of Compensation & Talent Committee |
| Denver Center for Performing Arts | Director | Current | Chair of Audit Committee |
| Young Consulting Advisors, LLC | Owner | Current | Healthcare consulting and executive coaching |
| Cerebell, Inc. (private) | Consultant | Since Aug 2024 | Medical device advisory |
Board Governance
- Committee assignments: Audit Committee; Compensation & Talent Committee .
- Meeting attendance: Board met 8 times in 2024; committees met 12 times; each director attended at least 75% of total Board and committee meetings; all directors attended the 2024 annual meeting virtually .
- Independence: Board determined all non-employee directors, including Young, are independent under NYSE rules; no related-party transactions affecting her independence were disclosed .
- Leadership/oversight: CEO also serves as Chair; Lead Independent Director in place (Guy P. Sansone) with executive sessions of independent directors generally at each meeting .
- Cybersecurity and sustainability oversight described; Audit Committee oversees incident disclosure process; Board retains primary cybersecurity and sustainability oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Non-employee director base fee |
| Committee chair fees (structure) | $22,500 (Audit Chair); $15,000 (Comp & Talent Chair); $12,500 (Nominating & Governance Chair) | Not applicable to Young (not a chair at MD) |
| Lead Independent Director fee | $50,000 | Not applicable to Young |
| 2024 cash earned (Young) | $80,000 | For Board and committee service in 2024 |
Mix (2024): Cash $80,000 versus equity grant value $150,001 → approximately 35% cash / 65% equity by grant-date value .
Performance Compensation
- Structure: Annual restricted stock grant with grant-date fair value of $150,000 at each annual meeting; vests on first anniversary; no performance metrics tied to director equity (time-based vesting only) .
- 2024 grant (Young): Restricted stock award valued at $150,001; scheduled vest on first anniversary .
- Company-wide director stock ownership guidelines: Non-management directors must hold MD stock worth 3× annual base cash retainer; compliance by individual directors not separately disclosed .
| Grant | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual director RS (Young) | 2024 (at annual meeting) | 18,360 | $150,001 | One-year cliff vest |
Other Directorships & Interlocks
- Current public board: Lincoln Educational Services Corporation (LINC); committee service on Compensation & Talent Committee .
- Industry interlocks: No disclosed overlapping boards with MD competitors, suppliers, or customers; no related-party transactions involving Young reported in the proxy .
Expertise & Qualifications
- Healthcare operations leadership (35+ years); former division/system president at HCA .
- Governance and audit oversight experience (Audit Chair at Denver Center for Performing Arts) .
- Compensation committee experience (LINC) .
- Advanced health administration education and recognized industry leadership credentials .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| Sylvia J. Young | 29,191 shares | Less than 1% | 10,831 shares directly owned; 18,360 unvested restricted stock with voting power |
- Shares outstanding basis: 85,816,882 shares as of March 10, 2025 .
- Anti-hedging/anti-pledging: Directors prohibited from hedging MD securities and pledging them, unless financial capacity to repay without resort to pledged securities is clearly demonstrated .
Insider Trades (Form 3/4)
| Filing Date | Transaction Date | Form | Type | Shares Transacted | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2023-05-15 | 2023-05-12 | Form 3 | Initial | — | — | |
| 2023-05-15 | 2023-05-12 | Form 4 | Award (A) | 10,831 | 10,831 | |
| 2024-05-13 | 2024-05-09 | Form 4 | Award (A) | 18,360 | 29,191 | |
| 2025-05-12 | 2025-05-08 | Form 4 | Award (A) | 11,427 | 40,618 |
Governance Assessment
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Strengths:
- Independent director with deep hospital operations experience; sits on Audit and Compensation & Talent committees, enhancing board oversight breadth .
- Attendance thresholds met; active engagement across Board and committee meetings; virtual annual meeting participation .
- Equity-based director pay fosters alignment; clear ownership guidelines; anti-hedging/anti-pledging policies reduce alignment risks .
- No related-party transactions involving Young disclosed; Board confirms independence of non-employee directors .
-
Watch items:
- Multi-role commitments (public board, non-profit audit chair, consulting) imply time demands; no attendance concerns disclosed, but investors should monitor sustained engagement and committee workload .
- Director ownership compliance status versus 3× retainer guideline not individually disclosed; beneficial holdings disclosed, but valuation vs guideline not provided .
-
Compensation mix:
- 2024 director pay emphasizes equity (≈65% of grant-date value), supportive of long-term alignment; no per-meeting fees disclosed; standard retainer structure .
Overall, Young brings relevant healthcare leadership and governance expertise with independence and committee service, no conflicts disclosed, and a pay/ownership structure aligned with shareholder interests .