Mark S. Ordan Appointed Chief Executive
Officer, Succeeding Company Founder Roger J. Medel, M.D.
Guy P. Sansone Appointed Chair of Board of
Directors
Significant Board Refreshment, With Five New
Independent Directors Appointed to Succeed Five Departing
Directors
Company Reaches Agreement with Starboard
Value
MEDNAX, Inc. (NYSE: MD), the nation’s leading provider of
maternal-fetal, newborn and pediatric subspecialty care, today
announced that the Company’s Board of Directors has appointed Mark
S. Ordan as Chief Executive Officer, succeeding Roger J. Medel,
M.D., the Company’s founder. Dr. Medel will remain a member of the
Board until the 2021 Annual Meeting of Shareholders.
“Since founding this company in 1979, it has been my great honor
and privilege to work alongside MEDNAX’s clinicians and employees
over the past 41 years,” said Dr. Medel. “After four decades, I
know that this organization’s commitment to Take Great Care of the
Patient is stronger than ever. I am equally committed to ensuring a
successful transition, and I am confident that we will touch even
more lives and reach new heights for many years to come.”
Mr. Ordan previously served as Chief Executive Officer of
Quality Care Properties, Inc., a publicly traded real estate
company and one of the largest actively managed companies focused
on post-acute, skilled nursing and memory care/assisted living
properties, since its spin-off from HCP, Inc. in 2016 until 2018.
In July 2018, Mr. Ordan completed a sale of the company to
Welltower (NYSE: WELL) and Promedica. Mr. Ordan served as Chief
Executive Officer of Washington Prime Group Inc. (NYSE: WPG), a
REIT that owns, develops and manages over 100 malls and shopping
centers, from 2014 to 2015. During his tenure, he launched the
company as a spin-off of the Simon Property Group (NYSE: SPG).
Mr. Ordan served as Chief Executive Officer of Sunrise Senior
Living, Inc., a publicly traded operator and owner of approximately
300 senior living communities in the United States, Canada and the
United Kingdom, from 2008 to 2013. He led the turnaround and
restructuring of Sunrise and oversaw the sale of the company in
January 2013 to Health Care REIT and KKR. Mr. Ordan served as Chief
Executive Officer of The Mills Corporation, a publicly traded
developer, owner and manager of a diversified portfolio of regional
shopping malls and retail entertainment centers, from 2006 to 2007.
Mr. Ordan oversaw Mills’ operations and complete restructuring and
led the Company’s sale process to Simon Property Group and Farallon
Capital Management, in May 2007. Mr. Ordan serves on the Board of
Directors of VEREIT (NYSE: VER) and Federal Realty Investment Trust
(NYSE: FRT).
“I am honored to join MEDNAX’s outstanding team of passionate
physicians, clinicians and employees,” said Mr. Ordan. “Roger is a
renowned physician who has built an amazing company. I look forward
to working with Guy, Roger, the other Board members and management
team to continue putting patient needs first and creating value for
shareholders.”
“On behalf of the entire Company, I want to thank Roger for his
extraordinary vision, leadership and contributions to MEDNAX
throughout his decades of services as our CEO,” said Manny Kadre,
MEDNAX Lead Independent Director. “Under his guidance and
leadership, MEDNAX has grown from a single neonatology group into
the nationally recognized organization it is today. Since founding
the Company, Roger has instilled a physician- and patient-centric
culture that will endure for decades to come. We look forward to
his continuing contributions as a member of our Board of
Directors.”
Board of Directors Transitions
The Company today also announced that its Board has appointed
five new directors: Thomas A. McEachin, Mr. Ordan, Guy P. Sansone,
John M. Starcher, Jr. and Shirley A. Weis.
Commensurate with these appointments, current directors Cesar L.
Alvarez, Michael B. Fernandez, Pascal J. Goldschmidt, M.D., Carlos
A. Migoya and Enrique J. Sosa, Ph.D. have stepped down from the
Board. Mr. Sansone has succeeded Mr. Alvarez as Chair of the Board.
These changes are effective immediately.
“We are excited to welcome Tom, Mark, Guy, John and Shirley to
the MEDNAX Board of Directors,” said Mr. Kadre. “Together, these
experienced leaders possess deep collective knowledge of the
healthcare services industry and I am confident that their unique
expertise will further enhance the Board’s capabilities to oversee
the execution of the Company’s strategy and complete its
transformation. I would also like to thank Cesar, Michael, Pascal,
Carlos and Enrique for their deep dedication and exemplary service
to MEDNAX over the years.”
“I am proud to be joining the Board as Chair during such an
exciting time for the Company,” said Mr. Sansone. “I look forward
to working with the Board and management team to help realize the
remarkable future potential for this Company. I would like to thank
Roger for building such an esteemed company, and I am confident
that Mark is the ideal leader to guide MEDNAX into its next
chapter.”
“MEDNAX is an outstanding company and I believe there is
tremendous opportunity to build upon the strong legacy and
foundation that Roger has created,” said Mr. Ordan. “We will
continue the Company’s commitment to provide leading health
solutions, deliver exceptional care for our patients, and improve
patient outcomes. Our strong network of experienced clinicians will
continue to expand and evolve to meet our patients’ needs.”
Agreement with Starboard Value
These announcements are pursuant to an agreement that MEDNAX has
reached with Starboard Value LP and its affiliates (“Starboard”),
an investment firm which owns approximately 9.9% of MEDNAX’s
outstanding common stock.
Under the terms of the agreement, Starboard has withdrawn its
director nominations previously submitted to the Company and agreed
to support the Board’s full slate of directors at the Company’s
2020 Annual Meeting of Shareholders. Starboard also agreed to abide
by customary standstill provisions and voting commitments. The
complete agreement will be filed by the Company with the U.S.
Securities and Exchange Commission (“SEC”) as an exhibit to a
Current Report on Form 8-K.
Moelis & Company and Barclays are serving as financial
advisors and DLA Piper LLP (US) and Cleary Gottlieb Steen &
Hamilton LLP are serving as legal counsel to MEDNAX.
About Guy P. Sansone
Mr. Sansone has served as the Co-Founder, Chairman and Chief
Executive Officer of H2 Health, a leading regional provider of
physical rehabilitation services and clinician staffing solutions,
since February 2020. Prior to that, he served as Managing Director
at Alvarez & Marsal in New York, a financial advisory and
consulting firm notable for its work in turnaround management and
performance improvement of a number of large, high-profile
businesses across the globe, where he served as Chairman of the
firm’s Healthcare Industry Group, which he founded in 2004. Mr.
Sansone has also served on the Boards of Directors of Magellan
Health, Inc. (NASDAQ: MGLN), a healthcare company focused on
special populations, complete pharmacy benefits and other specialty
areas of healthcare, since March 2019, and Carisk Partners, a risk
transfer, care coordination company, since April 2019, and as
Non-Executive Chairman of Brookdale Senior Living, Inc. (NYSE:
BKD), an owner and operator of senior living and retirement
communities, since January 2020. Mr. Sansone has served on the
Board of Advisors for Pager, Inc., a mobile healthcare technology
company, since March 2017. Previously, Mr. Sansone served on the
Boards of Directors of Civitas Solutions, Inc. (formerly
NYSE:CIVI), a leading national provider of home-and community-based
health and human services to must-serve individuals with
intellectual, developmental, physical or behavioral disabilities
and other special needs, from December 2009 until its acquisition
by Celtic Intermediate Corp. in March 2019, and HealthPRO Heritage,
a leading national provider of therapy management and consulting
services, from September 2015 to November 2019. Over the past 20
years, he has invested in and consulted as an executive to numerous
companies, focusing on developing and evaluating strategic and
operating alternatives designed to enhance value. Mr. Sansone
earned a B.S. from the State University of New York at Albany.
About Thomas A. McEachin
Mr. McEachin has served on the Board of Directors of RTI
Surgical Holdings, Inc. (NASDAQ: RTIX), a global implant company
which designs, manufactures and distributes orthopedic and other
surgical implants for use in various surgical procedures, since
December 2015. Previously, he held executive positions at Covidien
Surgical Solutions, a division of Covidien plc (formerly NYSE:
COV), a global health care products company and manufacturer of
medical devices and supplies, from 2008 to 2012. During his tenure
at Covidien Surgical Solutions, he served as Vice President,
Finance from 2008 to 2011 and Vice President and Group Chief
Financial Officer from 2011 to 2012. From 1997 to 2008, Mr.
McEachin served in various finance capacities at United
Technologies Corporation (NYSE: UTX), a global leader in the
aerospace and building industries, and its subsidiaries, including
as chief Investor Relations officer, Vice President and Controller
of Pratt & Whitney, and Vice President and Chief Financial
Officer of UTC Power. Prior to that, he held several executive
positions with Digital Equipment Corporation (formerly NYSE: DEC),
a vendor of computer systems, including computers, software, and
peripherals, from 1986 to 1997. Mr. McEachin was with Xerox
Corporation (n/k/a Xerox Holdings Corporation) (NYSE: XRX), a
global corporation that sells print and digital document products
and services, from 1975 to 1986, serving as Controller of the
procurement organization. Mr. McEachin formerly served as a trustee
and officer of the Wadsworth Atheneum (Hartford, CT), the oldest
public art institution in the United States, serving on their
executive, finance and investment committees. He also is a past
board member of the Connecticut Science Center and chair of the
audit committee. Mr. McEachin holds a B.S. from New York University
and an MBA from Stanford University.
About John M. Starcher, Jr.
Mr. Starcher is the President and Chief Executive Officer of Bon
Secours Mercy Health, a not-for-profit Catholic health system that
owns and operates 48 acute care hospitals, over 1,000 sites of care
serving more than 10 million patients and has more than 60,000
employees across seven states and two countries, where he has
served since September 2018. Prior to this, he served as Chief
Executive Officer and President of Mercy Health from April 2016 to
August 2018, where he oversaw the development of system strategies
and operations for all 23 Mercy Health hospitals and the clinically
integrated network across Ohio and Kentucky. Before being promoted
to Chief Executive Officer at Mercy Health, Mr. Starcher served as
an Executive Vice President of Operations and Chief Executive
Officer of the Cincinnati Market at Mercy Health from January 2015
to April 2016. From August 2013 through March 2014, Mr. Starcher
served as the Interim President and Chief Executive Officer of
Health Management Associates Inc. (formerly NYSE: HMA) (“HMA”), an
integrated acute care delivery system with 71 hospitals across 15
states, where he guided HMA through its successful sale to
Community Health Systems. Prior to that, Mr. Starcher served as
President of HMA’s Eastern Group from February 2012 until August
2013. Before joining HMA, Mr. Starcher served as the Chief
Executive Officer of three of Mercy Health’s four divisions –
overseeing more than 20 acute care hospitals, five long term care
facilities, six home health agencies and dozens of affiliated
clinical practices with more than $3 billion in net revenue. Prior
to that, he served as the Chief Executive Officer of the
Northeastern Pennsylvania Region, the senior vice president of
Human Resources and corporate associate general counsel at Catholic
Health Partners. Mr. Starcher started his career in 1993 in Human
Resources at the Medical College of Ohio as the Director of Labor
Relations where he worked until he joined Catholic Health Partners
in 1999. Mr. Starcher serves as a Director on the Boards of Bon
Secours Mercy Health, The Innovation Institute, the Catholic
Medical Mission Board and American Pain Consortium, LLC. He also
serves on the Advisory Board of HealthQuest Capital. Mr. Starcher
holds a Bachelor’s degree in business administration from Bowling
Green State University and a Doctorate in Jurisprudence from the
University of Toledo. He is licensed to practice law in the State
of Ohio (currently inactive) and has actively served as a director
on more than 20 boards in varied industries, including banking,
insurance, acute and sub-acute healthcare, specialty care and
physician practice organizations.
About Shirley A. Weis
Ms. Weis has served as the President of Weis Associates, LLC, a
consulting firm she founded focused on healthcare management,
strategic planning and leadership development, since January 2014.
She has also served as a Senior Advisor to Leavitt Partners, LLC, a
health care consulting firm, since February 2014 and as a Special
Advisor to the President and Professor of Practice in the W. P.
Carey School of Business and the College of Nursing and Health
Innovation at Arizona State University, from August 2014 until June
2018. Previously, Ms. Weis was the Vice President and Chief
Administrative Officer of Mayo Clinic, a nonprofit medical practice
and medical research group, from 2007 until her retirement in
December 2013. She joined Mayo Clinic in 1995 and held a number of
clinical and administrative leadership positions, including Chair
of Administrative Services for the Mayo Clinic in Arizona, Chair of
the Mayo Clinic Managed Care Department and Executive Director of
Mayo Management Services, Inc. Ms. Weis was also previously a
member of the Mayo Clinic Board of Trustees and served as the
Secretary for the Mayo Clinic Board of Governors. Prior to joining
the Mayo Clinic, she was the Chief Operating Officer of Blue Care
Network, a Health Maintenance Organization, and the Emergency
Department Manager for Lansing General Hospital. Ms. Weis has
served on the Boards of Directors of RTI Surgical Holdings, Inc.
(NASDAQ:RTIX), a leading global surgical implant company, since
October 2014 and The Medical Memory, LLC, a Phoenix-based, private
company that facilitates recording of medical conversations with
doctors and distributes them to patients and families, since July
2017. She previously served on the Boards of Directors of Sentry
Insurance Company, a mutual insurance company specializing in
business insurance, from May 2015 until April 2019, and Traverse
Global Healthcare, a Phoenix-based developer of U.S. - style
healthcare facilities in global markets, from February 2014 until
the company was dissolved in October 2016. Ms. Weis also served on
the Michigan State University College of Nursing Board of Visitors
and is a distinguished author and public speaker. She is Emeritus
Assistant Professor in the Mayo Clinic College of Medicine and has
also taught healthcare leadership at the University of Minnesota’s
Carlson School of Management, Michigan State University, University
of Wisconsin-LaCrosse, Lansing Community College and for the
Michigan Hospital Association. Ms. Weis holds a BSN in Nursing from
Michigan State University and a Master’s degree in management from
Aquinas College. She also received an honorary Doctor of Science
degree from Michigan State University. Ms. Weis has been named a
Michigan State University Distinguished Alumna and has received the
Diana Award for Outstanding Business Women. She was also named one
of the Top 25 Women in Healthcare by Modern Healthcare magazine for
2007 and 2013 and the National Association of Professional Women’s
“Woman of the Year Award” for 2012.
Important Additional Information and Where You Can Find
It
MEDNAX, Inc. (the “Company”), its directors and certain of its
executive officers may be deemed to be participants in a
solicitation of proxies from the Company’s shareholders at its 2020
Annual Meeting of Shareholders in connection with the director
nominations disclosed above. Information regarding the Company’s
directors and executive officers and their respective interests in
the Company, by security holdings or otherwise, will be set forth
in the Company’s Definitive Proxy Statement for its 2020 Annual
Meeting of Shareholders, to be filed with the SEC, and reports
filed by the Company and ownership forms filed by its directors and
executive officers with the SEC. The Company will furnish its
Definitive Proxy Statement for its 2020 Annual Meeting of
Shareholders to shareholders entitled to vote at the meeting and
will file a copy with the SEC. The Company urges its shareholders
to carefully read the Definitive Proxy Statement for its 2020
Annual Meeting of Shareholders, and any other relevant documents
filed by the Company with the SEC, when available because they will
contain important information. Shareholders will be able to receive
the proxy statement and other relevant documents free of charge at
the SEC’s website at www.sec.gov or at www.mednax.com.
ABOUT MEDNAX
MEDNAX, Inc. is a national health solutions partner comprised of
the nation’s leading providers of physician services. Physicians
and advanced practitioners practicing as part of MEDNAX are
reshaping the delivery of care within their specialties and
subspecialties, using evidence-based tools, continuous quality
initiatives, consulting services, clinical research and
telemedicine to enhance patient outcomes and provide high-quality,
cost-effective care. The Company was founded in 1979, and today,
through its affiliated professional corporations, MEDNAX provides
services through a network of more than 3,000 physicians in all 50
states and Puerto Rico. Additional information is available at
www.mednax.com.
Certain statements and information in this press release may be
deemed to contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”),
and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements may include, but are not limited to,
statements relating to the Company’s objectives, plans and
strategies, and all statements, other than statements of historical
facts, that address activities, events or developments that we
intend, expect, project, believe or anticipate will or may occur in
the future. These statements are often characterized by terminology
such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,”
“plan,” “will,” “expect,” “estimate,” “project,” “positioned,”
“strategy” and similar expressions, and are based on assumptions
and assessments made by the Company’s management in light of their
experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe to be appropriate. Any forward-looking statements in this
press release are made as of the date hereof, and the Company
undertakes no duty to update or revise any such statements, whether
as a result of new information, future events or otherwise.
Forward-looking statements are not guarantees of future performance
and are subject to risks and uncertainties. Important factors that
could cause actual results, developments, and business decisions to
differ materially from forward-looking statements are described in
the Company’s most recent Annual Report on Form 10-K and its
Quarterly Reports on Form 10-Q, including the sections entitled
“Risk Factors”, as well the Company’s current reports on Form 8-K,
filed with the Securities and Exchange Commission, and include the
impact of the COVID-19 outbreak on the Company and its financial
condition and results of operations; the effects of economic
conditions on the Company’s business; the effects of the Affordable
Care Act and potential changes thereto or a repeal thereof; the
Company’s relationships with government-sponsored or funded
healthcare programs, including Medicare and Medicaid, and with
managed care organizations and commercial health insurance payors;
the Company’s ability to comply with the terms of its debt
financing arrangements; the impact of the divestiture of the
Company’s anesthesiology medical group; whether the Company will be
able to complete the divestiture of its radiology medical group and
the terms of any such divestiture; the timing and contribution of
future acquisitions; the effects of share repurchases; and the
effects of the Company’s transformation initiatives, including its
reorientation on, and growth strategy for, its pediatrics and
obstetrics business.
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version on businesswire.com: https://www.businesswire.com/news/home/20200713005187/en/
Charles Lynch Senior Vice President, Finance and Strategy
954-384-0175 ext. 5692 charles_lynch@mednax.com
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