0001209191-20-042455.txt : 20200714 0001209191-20-042455.hdr.sgml : 20200714 20200714202338 ACCESSION NUMBER: 0001209191-20-042455 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200712 FILED AS OF DATE: 20200714 DATE AS OF CHANGE: 20200714 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORDAN MARK S CENTRAL INDEX KEY: 0001208541 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12111 FILM NUMBER: 201028126 MAIL ADDRESS: STREET 1: 7315 WISCONSIN AVENUE STREET 2: SUITE #250 WEST CITY: BETHESDA STATE: MD ZIP: 20814 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MEDNAX, INC. CENTRAL INDEX KEY: 0000893949 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 263667538 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1301 CONCORD TERRACE CITY: SUNRISE STATE: FL ZIP: 33323 BUSINESS PHONE: 9543840175 MAIL ADDRESS: STREET 1: 1301 CONCORD TERRACE CITY: SUNRISE STATE: FL ZIP: 33323 FORMER COMPANY: FORMER CONFORMED NAME: PEDIATRIX MEDICAL GROUP INC DATE OF NAME CHANGE: 19950801 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-07-12 0 0000893949 MEDNAX, INC. MD 0001208541 ORDAN MARK S 1301 CONCORD TERRACE SUNRISE FL 33323 1 1 0 0 Chief Executive Officer Common Stock 2020-07-12 4 A 0 113314 0.00 A 113314 D Common Stock 2020-07-12 4 F 0 47747 17.65 D 65567 D Employee Stock Option (right to buy) 17.65 2020-07-12 4 A 0 550331 0.00 A 2023-10-10 Common Stock 550331 550331 D Represents shares of restricted stock awarded to the Reporting Person under the Issuer's Amended and Restated 2008 Incentive Compensation Plan (the "Plan") in connection with his appointment as Chief Executive Officer of the Issuer. Such shares are fully vested on the date of grant but may not be transferred until the earlier of (i) the fifth anniversary of the grant date and (ii) the date of the closing of a "Change in Control" of the Issuer (as defined in the Reporting Person's Employment Agreement), subject to certain exceptions. Represents shares withheld for the payment of taxes upon the vesting of shares of restricted stock reported in Table I. Option to purchase shares of common stock awarded under the Plan that vests as follows: (i) 175,747 shares are exercisable if and when the Issuer's common stock price closes at $22 per share (or above) for any 40 consecutive trading days before the third anniversary of the grant date ("Performance End Date"); (ii) 181,160 shares are exercisable if and when Issuer's common stock price closes at $25 per share (or above) for any 40 consecutive trading days before Performance End Date; and (iii) 193,424 shares are exercisable if and when Issuer's common stock price closes at $29 per share (or above) for any 40 consecutive trading days before Performance End Date in each case subject to the Reporting Person's Employment Agreement; provided, that no option shares will vest prior to the one-year anniversary of the grant date. /s/ Dominic J. Andreano, as Attorney-in-Fact 2020-07-14 EX-24.4_928876 2 poa.txt POA DOCUMENT POWER OF ATTORNEY For Executing Forms 3, 4, and 5 Know all men by these presents, that the undersigned hereby appoints each of Dominic J. Andreano and Stephen D. Farber, with full power of substitution, the true and lawful attorneys-in-fact to: (1) execute for and on behalf of the undersigned SEC Forms 3, 4, and 5 relating to the undersigned's interest in the Company's securities, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Form 3, 4, or 5 and the timely filing of such form with the United States Securities and Exchange Commission and any other appropriate authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in his discretion. The undersigned hereby grants to the above attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the above attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d) or 16 of the Securities Exchange Act of 1934, as amended. The authority of Dominic J. Andreano and Stephen D. Farber under this Power of Attorney shall continue until the undersigned is no longer required to file Forms 3, 4, or 5 with regard to the undersigned's ownership of or transactions in securities of the Company, unless earlier revoked in writing. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of July, 2020. /s/ Mark S. Ordan Mark S. Ordan