Thomas McEachin
Pediatrix Medical GroupAbout Thomas A. McEachin
Independent director of Pediatrix Medical Group (MD) since July 2020; age 72. He chairs the Audit Committee and also serves on the Nominating & Corporate Governance and Strategy Committees. Background: senior finance and CFO roles at Covidien Surgical Solutions, United Technologies Corporation (UTC), Digital Equipment Corporation, and Xerox; he holds a B.S. from New York University and an MBA from Stanford University. The Board has designated him an “audit committee financial expert,” and confirms his independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covidien Surgical Solutions (Covidien plc) | VP Finance; Group CFO | 2008–2012 | Senior finance leadership; financial reporting and controls |
| United Technologies Corporation (UTC) and subsidiaries | Chief IR Officer; VP & Controller (Pratt & Whitney); VP & CFO (UTC Power) | 1997–2008 | Investor relations; divisional finance leadership |
| Digital Equipment Corporation (DEC) | Executive roles | 1986–1997 | Various executive positions in computing |
| Xerox Corporation | Controller, procurement | 1975–1986 | Procurement finance leadership |
| Wadsworth Atheneum | Trustee & officer | Prior service (dates not specified) | Executive, finance, and investment committees |
| Connecticut Science Center | Board member | Prior service (dates not specified) | Audit Committee Chair |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federal Realty Investment Trust (NYSE:FRT) | Director | Since Oct 2022 | Public REIT board service |
| Surgalign Holdings, Inc. (formerly NASDAQ:SRGA) | Director | Dec 2015–Oct 2023 | Public medtech board service |
| Wadsworth Atheneum | Trustee & officer | Prior service | Governance and finance committee roles |
| Connecticut Science Center | Board member | Prior service | Chaired Audit Committee |
Board Governance
- Committee assignments: Audit (Chair), Nominating & Corporate Governance (Member), Strategy (Member) .
- Committee activity: Audit Committee met 6 times in 2024; Nominating & Corporate Governance met 1 time; the Strategy Committee did not meet separately in 2024 (matters overseen by the full Board) .
- Attendance: The Board met 8 times in 2024; committees met 12 times; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting virtually .
- Independence and expertise: Audit Committee members (including McEachin) met independence standards and were designated “audit committee financial experts” under SEC rules .
- Board leadership and executive sessions: Guy P. Sansone serves as Lead Independent Director; independent directors hold executive sessions, generally at each meeting .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual Director Retainer (cash) | $80,000 | Payable quarterly |
| Audit Committee Chair fee (cash) | $22,500 | Additional annual, payable quarterly |
| Cash earned (2024) – McEachin | $102,500 | Retainer + Audit Chair fee |
| Equity grant (annual) | $150,000 grant-date fair value | Restricted stock; vests on first anniversary of election |
| Equity awarded (2024) – McEachin | $150,001 | ASC 718 grant-date fair value |
| Total director comp (2024) – McEachin | $252,501 | Cash + equity |
Performance Compensation
| Metric/Structure | Detail | Applies to Director Compensation? |
|---|---|---|
| Restricted Stock (RS) | Annual grant to non-employee directors; time-based vesting at 1 year | Yes (time-based, no performance metric) |
| Performance metrics (e.g., EBITDA, TSR) | Used for executives; not disclosed for director equity | Not applicable to directors |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | Federal Realty Investment Trust (NYSE:FRT) |
| Prior public company boards | Surgalign Holdings, Inc. (formerly NASDAQ:SRGA) |
| Compensation committee interlocks (2024) | None; no relationships deemed interlocks under SEC rules |
Expertise & Qualifications
- Financial and accounting expertise; designated “audit committee financial expert” .
- Senior executive experience across healthcare devices and industrials; extensive corporate governance and controls background .
- Board skills matrix indicates broad coverage in executive leadership, strategic oversight, risk/compliance, finance, governance, and healthcare industry experience .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Shares Outstanding |
|---|---|---|
| Thomas A. McEachin | 54,646 | <1% |
| Outstanding restricted stock at FY2024 year-end (director program) | 18,360 (McEachin) | N/A |
- Director stock ownership guidelines: non-management directors must hold Pediatrix common stock worth 3× annual base cash retainer; reimbursement of out-of-pocket expenses for service .
- Anti-hedging and anti-pledging: policy prohibits hedging and pledging of Pediatrix securities unless the individual demonstrates capacity to repay without resort to pledged securities .
- Director retirement age policy: mandatory retirement at age 80; no waivers granted in prior year .
Governance Assessment
- Strengths: Independent director with deep finance credentials; Audit Committee Chair; designated financial expert with documented committee engagement (6 audit meetings in 2024) and acceptable attendance thresholds; meaningful personal share ownership alongside annual equity grants aligning interests .
- Compensation mix: Balanced between cash retainer (including chair premium) and time-vested equity ($150k), consistent with alignment and long-term orientation; no director meeting fees or performance-based director pay disclosed .
- Conflicts/related-party exposure: No transactions involving McEachin; Company reports no related person transactions since start of 2024 other than disclosed employment of an executive’s family member; formal policy requires Audit Committee review for covered transactions over $120,000 .
- Oversight signals: Board has active risk oversight, regular executive sessions, and robust policies (clawback for executives, insider trading, anti-hedging/pledging, ownership guidelines), supporting governance quality .
RED FLAGS
- None identified specific to McEachin in 2024: no related-party transactions, no interlocks, attendance met minimum threshold, and independence affirmed .