Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of C. Marc Richards
On August 22, 2020, MEDNAX, Inc., a Florida corporation (the "Company"), through
a wholly-owned subsidiary, entered into an offer letter with Mr. C. Marc
Richards (the "Richards Letter") pursuant to which Mr. Richards will became
Executive Vice President of the Company on or about September 8, 2020.
Mr. Richards is expected to assume the additional role of Chief Financial
Officer of the Company on or about October 1, 2020. Mr. Richards will succeed
Mr. Stephen D. Farber, the Company's current Executive Vice President and Chief
Financial Officer.
Prior to joining the Company, Mr. Richards, age 49, served as Chief Financial
Officer of Quality Care Properties ("QCP"), a self-managed and self-administered
real estate investment trust focused on post-acute/skilled nursing and memory
care/assisted living properties, from October 2016 to July 2018. In this role he
oversaw the spin-off of QCP from Healthcare Property Investors ("HCP") and the
eventual merger of QCP with Welltower. Prior to the establishment of QCP,
Mr. Richards served as a consultant to HCP from March 2016 to October 2016.
Mr. Richards previously served as Executive Vice President and Chief
Administrative Officer of Washington Prime Group Inc. from January 2015 to
January 2016 and as Chief Financial Officer from May 2014 to January 2015. From
January 2013 to May 2014, Mr. Richards served as Chief Financial and
Administrative Officer of Sunrise Senior Living, LLC ("Sunrise"). He served as
Chief Financial Officer of Sunrise from March 2011 to January 2013 and as Chief
Accounting Officer of Sunrise from July 2009 to March 2011. Before joining
Sunrise, Mr. Richards served in executive roles with JE Robert Companies,
Republic Property Trust and The Mills Corporation. Mr. Richards received his
Bachelor of Science from George Mason University, a Master of Science in
Accounting from Strayer University and a Master of Taxation from Old Dominion
University and is a Certified Public Accountant. There are no family
relationships between Mr. Richards and any director or executive officer of the
Company and he has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Richards
was not appointed pursuant to any arrangement or understanding between
Mr. Richards and any other person.
Pursuant to the Richards Letter, Mr. Richards will receive an annual base salary
of $500,000, subject to annual review by the Compensation Committee of the Board
of Directors of the Company. In addition, Mr. Richards will be eligible to
receive an annual performance bonus in accordance with Compensation
Committee-approved incentive programs and an annual equity grant with a grant
value as determined by the Compensation Committee in the same manner as for
other executive officers of the Company. The Richards Letter also provides for
Mr. Richards' participation in customary Company benefit plans consistent with
other executive officers of the Company. The Company anticipates that, through a
wholly-owned subsidiary, it will enter into a formal employment agreement with
Mr. Richards prior to the commencement of his role as Chief Financial Officer of
the Company.
Separation of Stephen D. Farber
On August 23, 2020, the Company, through a wholly-owned subsidiary, and
Mr. Farber entered into a separation agreement pursuant to which Mr. Farber will
resign from his positions as Executive Vice President and Chief Financial
Officer of the Company, effective October 1, 2020. Mr. Farber's resignation is a
termination for "Good Reason" (as defined in that certain Amended and Restated
Employment Agreement, dated as of February 13, 2020, as amended, between
Mr. Farber and a wholly-owned subsidiary of the Company (the "Farber Employment
Agreement")), as a result of Dr. Roger J. Medel no longer being the senior most
executive officer of the Company. Mr. Farber will receive the severance benefits
payable under the Farber Employment Agreement for a termination for "Good
Reason", provided that Mr. Farber signs and does not revoke a customary release
in favor of the Company. Mr. Farber has also agreed to comply with the
restrictive covenants set forth in the Farber Employment Agreement.
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Item 7.01 Regulation FD Disclosure.
On August 25, 2020, the Company issued a press release announcing Mr. Richards'
appointment and Mr. Farber's separation. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference. The information
contained in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed"
with the Securities and Exchange Commission nor incorporated by reference in any
registration statement or other document filed by the Company under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing.
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