DEF 14A of Pediatrix Medical Group, Inc., Mar 28, 2025

DEF 14A of Pediatrix Medical Group, Inc.

Filed Mar 28, 2025 · FY20240000950170-25-046327

Open on EDGAR

  1. and Proxy Statement

    | Section III: Executive Summary | 30 | | 2024 Business Highlights | 30 | | 2024 Financial Information | 31 | | Response to Say-on-Pay Vote and Shareholder Outreach | 31 | | CEO Pay At-A-Glance | 35 | | Elements of Pay | 36 | | Section IV: Overview of the Executive Compensation Program | 37 | | The Guiding Principles of Our Pay Philosophy | 37 | | How Pay Decisions Are Made | 37 | | Section V: The Executive Compensation Program in Detail | 39 | | Base Salary | 39 | | 2024 Base Salary Decisions | 39 | | Annual Bonuses | 39 | | 2024 Annual Bonus Program | 39 | | Equity-Based Awards | 44 | | 2024 Equity-Based Awards | 44 | | 2024 Tranches of Prior Year Performance Share Awards | 48 | | Actual Performance and Shares Earned under Performance Share Awards | 49 | | Other Practices, Policies & Guidelines | 49 | | Equity Grant Practices | 49 | | Clawback Policy | 50 | | Stock Ownership and Retention Policy | 50 | | Anti-Hedging and Anti-Pledging Policy | 51 | | Retirement and Deferred Compensation Plans | 51 | | Benefits and Perquisites | 51 | | Employment Agreements | 52 | | Summary Compensation Table | 53 | | Grants of Plan-Based Awards in 2024 | 54 | | Outstanding Equity Awards at 2024 Fiscal Year-End | 55 | | Stock Vested in Fiscal Year 2024 | 56 | | Potential Payments Upon Termination or Change in Control | 56 | | Chief Executive Officer Pay Ratio | 60 | | Pay Versus Performance | 61 | | Director Compensation | 68 | | Share Ownership Information | 69 | | Security Ownership of Certain Beneficial Owners and Management | 69 | | Independent Auditors | 71 | | Independent Auditors | 71 | | Fees Paid to Independent Auditors | 71 | | Audit Fees | 71 | | Audit-Related Fees | 71 | | Tax Fees | 71 | | All Other Fees | 71 | | Pre-Approval Policies and Procedures | 71 | | Proposal 2: Ratification of the Appointment of Independent Auditors | 72 | | Proposal 3: Advisory Vote on Executive Compensation | 73 | | Other Business | 75 | | Availability of Annual Report on Form 10-K | 75 | | Information Concerning Shareholder Proposals | 75 |

  2. and Proxy Statement

    | Pediatrix Medical Group, Inc. | ii | 2025 Proxy Statement |

  3. and Proxy Statement

    This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which may include, but are not limited to, statements relating to our 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 our 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 proxy statement are made as of the date hereof, and we undertake no duty to update or revise any such statements, whether as a result of new information, future events or otherwise, except as required by law. 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 our Annual Report on Form 10-K for the year ended December 31, 2024. Website references throughout this proxy statement are provided for convenience only, and none of the statements on our websites or reports referenced or discussed in this proxy statement are deemed to be part of, or incorporated by reference into, this proxy statement.

  4. and Proxy Statement

    | 2025 Proxy Statement | iii | Pediatrix Medical Group, Inc. |

  5. and Proxy Statement

    | Proxy Statement | | | We are furnishing this Proxy Statement and related materials to Pediatrix’s shareholders as part of the solicitation of proxies by Pediatrix’s Board of Directors for use at Pediatrix’s 2025 Annual Shareholders’ Meeting and at any postponement or adjournment of the meeting. As used in this Proxy Statement, unless the context otherwise requires, the terms “Pediatrix,” “we,” “us,” “our” and the | | | | 1301 Concord Terrace Sunrise, Florida 33323-2825 | | “Company” refer to the parent company, Pediatrix Medical Group, Inc., a Florida corporation, and the consolidated subsidiaries through which its businesses are actually conducted, including Pediatrix® and its affiliated medical groups, Pediatrix® Medical Group and Obstetrix® Medical Group, together with Pediatrix’s affiliated business corporations or professional associations, professional corporations, limited liability companies and partnerships. | |

  6. and Proxy Statement

    Under the rules and regulations of the SEC, we are furnishing our proxy materials to our shareholders over the Internet and providing a Notice of Internet Availability of Proxy Materials (the “E-Proxy Notice”) by mail instead of mailing a printed copy of our proxy materials, which include our Proxy Statement and Annual Report, to all Pediatrix shareholders. The E-Proxy Notice will instruct you on how you may access and review all of the important information contained in the proxy materials. The E-Proxy Notice also instructs you how you may submit your proxy via the Internet. You will not receive a printed copy of the proxy materials unless you request to receive these materials in hard copy by following the instructions provided in the E-Proxy Notice. We are mailing the E-Proxy Notice on or about March 28, 2025 to Pediatrix’s shareholders of record at the close of business on March 10, 2025. Questions and Answers About Our Annual Meeting What Is the Date, Time and Place of the Annual Meeting? Pediatrix’s 2025 Annual Shareholders’ Meeting will be held on Thursday, May 8, 2025, beginning at 10:30 a.m. (ET). The annual meeting will be a virtual meeting conducted solely online via live webcast. In order to attend the annual meeting, you must register at https://proxydocs.com/MD prior to the deadline of May 6, 2025 at 5:00 p.m. (ET). Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the virtual meeting. The online meeting will begin promptly at 10:30 a.m. (ET). We encourage you to access the annual meeting 15 minutes prior to the start time leaving ample time for check-in and to ensure that you can hear the audio prior to the annual meeting. If you encounter any difficulties accessing the annual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual annual meeting page for assistance. Technical support will be available 15 minutes prior to the start of the annual meeting.

  7. and Proxy Statement

    | 2025 Proxy Statement | 1 | Pediatrix Medical Group, Inc. |

  8. and Proxy Statement

    What Is the Purpose of the Annual Meeting? At the annual meeting, Pediatrix’s shareholders will be asked to: • elect eight Directors, each for a term expiring at the next annual meeting or until a successor has been duly elected and qualified; • ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2025 fiscal year; • conduct an advisory vote regarding the compensation of our named executive officers for the 2024 fiscal year; and • consider and act upon such other business as may properly come before the meeting. Who Is Entitled to Vote at the Annual Meeting? Only holders of record of our common stock at the close of business on March 10, 2025, the record date for the meeting, are entitled to notice of, to virtually attend and to vote at the annual meeting, or any postponements or adjournments of the meeting. At the close of business on the record date, 85,816,882 shares of our common stock were issued and outstanding and were held by approximately 159 holders of record. What Are the Voting Rights of Pediatrix’s Shareholders? Pediatrix’s shareholders have one vote per share of Pediatrix common stock owned on the record date for each matter properly presented at the annual meeting. For example, if you owned 100 shares of our common stock at the close of business on March 10, 2025, you can cast 100 votes for each matter properly presented at the annual meeting. What Constitutes a Quorum? A quorum will be present at the meeting if holders of a majority of the issued and outstanding shares of our common stock on the record date are represented at the meeting virtually or by proxy. If a quorum is not present at the meeting, Pediatrix expects to postpone or adjourn the meeting to solicit additional proxies. Abstentions, including broker non-votes (as described below), will be counted as shares present and entitled to vote for the purposes of determining the presence or absence of a quorum. What Are “Broker Non-Votes”? “Broker non-votes” occur when shares held by a brokerage firm are not voted with respect to a proposal because the firm has not received voting instructions from the shareholder and the firm does not have the authority to vote the shares at its discretion. Under the rules of the New York Stock Exchange, brokerage firms may have the authority to vote their customers’ shares on certain routine matters for which they do not receive voting instructions, including the ratification of the appointment of independent auditors. The election of Directors and the advisory vote on executive compensation are considered “non-routine” matters under the New York Stock Exchange rules. In addition, other matters may properly be brought before the meeting that may be considered “non-routine” under the applicable New York Stock Exchange rules. Shares held by a brokerage firm will not be voted on such non-routine matters by a brokerage firm unless it has received voting instructions from the shareholder and, accordingly, any such shares will be “broker non-votes.”

  9. and Proxy Statement

    | Pediatrix Medical Group, Inc. | 2 | 2025 Proxy Statement |

  10. and Proxy Statement

    How Are Abstentions and Broker Non-Votes Treated? Abstentions and broker non-votes are counted as present for purposes of determining the presence of a quorum. Abstentions and broker non-votes will not be counted as votes cast either in favor of or against the election of the nominees for Director, the ratification of the appointment of our independent auditors or the advisory vote on executive compensation. Will My Shares Be Voted if I Do Not Provide My Proxy? If your shares are held in the name of a brokerage firm, they will not be voted by the brokerage firm except as described above if you do not give the brokerage firm specific voting instructions. If you are a registered shareholder and hold your shares directly in your own name, your shares will not be voted unless you provide a proxy prior to the meeting. How Do I Vote? You can vote in any of the following ways: To vote via the Internet prior to the annual meeting if you are a registered shareholder: • Follow the instructions on your proxy card and E-Proxy Notice; and • Vote your shares as instructed on your proxy card and E-Proxy Notice. To vote by telephone if you are a registered shareholder who received a paper proxy card: • Dial 1-866-484-0895 from any touch-tone telephone at any time up until 11:59 p.m. ET on May 7, 2025; and • Have your proxy card in hand and follow the instructions given to you on the line. To vote by mail if you are a registered shareholder who received a paper proxy card: • Mark, sign and date your proxy card; and • Return it in the envelope provided. To vote prior to the annual meeting if you hold your shares in “street name,” follow the instructions of your bank or broker. To vote virtually at the annual meeting if you are a registered shareholder or if you hold your shares in “street name”: • Access https://proxydocs.com/MD; • If you are a registered shareholder, have your 16-digit control number located on your E-Proxy Notice or your proxy card (if you received a printed copy of the proxy materials); and • If you hold your shares in “street name,” have your 16-digit control number provided to you by your bank or broker. If you hold your shares in “street name” and do not have your 16-digit control number, please contact your bank or broker prior to the annual meeting. If you hold shares of our common stock in the Pediatrix Medical Group, Inc. Amended and Restated 2008 Incentive Compensation Plan, the Pediatrix Medical Group, Inc. 1996 Non-Qualified Employee Stock Purchase Plan, as amended, the Pediatrix Medical Group, Inc. 2015 Non-Qualified Stock Purchase Plan, or the

  11. and Proxy Statement

    | 2025 Proxy Statement | 3 | Pediatrix Medical Group, Inc. |

  12. and Proxy Statement

    PMG Services, Inc. Thrift and Profit Sharing Plan, your vote with respect to such shares must be received by 11:59 a.m. ET on May 6, 2025. What Vote Is Required for the Proposals? Assuming that a quorum is present at the annual meeting and that the election of Directors remains uncontested, each Director nominee will be elected as a Director of Pediatrix if such nominee receives a majority of the votes cast with respect to such Director in accordance with Pediatrix’s Second Amended and Restated Bylaws (the “Amended and Restated Bylaws”). Pediatrix has a majority voting standard as part of its corporate governance principles. The majority voting standard is applicable solely to uncontested elections, which are those elections in which the number of nominees for election is less than or equal to the number of Directors to be elected. Under the majority voting standard, any nominee for Director who receives more “withheld” votes than “for” votes in an uncontested election must submit a written resignation as Director. Any such resignation will be reviewed by the Nominating and Corporate Governance Committee and, within 90 days after the election, the independent members of the Board of Directors will determine whether to accept, reject or take other appropriate action with respect to the resignation in furtherance of the best interests of Pediatrix and its shareholders. Assuming that a quorum is present, the advisory vote on executive compensation and the ratification of the appointment of our independent auditors each requires the affirmative vote of a majority of the votes cast with respect to such proposal. How Does the Board of Directors Recommend I Vote on the Proposals? The Board of Directors recommends that you vote: • “FOR” the election of each of the eight nominees for Director named in this Proxy Statement; • “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2025 fiscal year; and • “FOR” the approval of the compensation of our named executive officers for the 2024 fiscal year. How Will My Proxy Holders Vote? The enclosed proxy designates Mark S. Ordan, our Chief Executive Officer, Kasandra H. Rossi, our Executive Vice President, Chief Financial Officer and Treasurer, and Mary Ann E. Moore, our Executive Vice President, General Counsel, Chief Administrative Officer and Secretary, each with full power of substitution, to hold your proxy and vote your shares. Mr. Ordan, Ms. Rossi and Ms. Moore will vote all shares of our common stock represented by proxies properly submitted via telephone or the Internet or properly executed proxies received in time for the annual meeting in the manner specified by the holders of those shares. Mr. Ordan, Ms. Rossi and Ms. Moore intend to vote all shares of our common stock represented by proxies properly submitted via telephone, or the Internet, or that are properly executed by the record holder but otherwise do not contain voting instructions, as follows: • “FOR” the election of each of the eight nominees for Director named in this Proxy Statement; “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2025 fiscal year;

  13. and Proxy Statement

    | Pediatrix Medical Group, Inc. | 4 | 2025 Proxy Statement |

  14. and Proxy Statement

    “FOR” the approval of the compensation of our named executive officers for the 2024 fiscal year; and • in accordance with the recommendation of Pediatrix’s Board of Directors, “FOR” or “AGAINST” all other matters as may properly come before the annual meeting. Can I Change My Vote After I Have Voted? Voting by telephone, over the Internet or by mailing a proxy card does not preclude a shareholder from voting virtually at the meeting. A shareholder may revoke a proxy, whether submitted via telephone, the Internet or mailed, at any time prior to its exercise by filing with Pediatrix’s Secretary a duly executed revocation of proxy, by properly submitting, either by telephone, mail or Internet, a proxy to Pediatrix’s Secretary bearing a later date or by appearing at the meeting and voting online. Virtual attendance at the meeting will not itself constitute revocation of a proxy. Who Pays for the Preparation of the Proxy Statement? Pediatrix will bear the cost of the solicitation of proxies from its shareholders, including preparing, printing and mailing this Proxy Statement, should you request a printed copy of the proxy materials, and the E-Proxy Notice. In addition to solicitations by mail, Pediatrix’s Directors, officers and employees, and those of its subsidiaries and affiliates, may solicit proxies from shareholders by telephone, other electronic means, or virtually, but will receive no additional compensation for soliciting such proxies. Pediatrix will cause banks, brokerage firms, and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of our common stock held of record by such banks, brokerage firms, custodians, nominees and fiduciaries. Pediatrix will reimburse such banks, brokerage firms, custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in doing so. How Can I Submit a Question or Make a Comment During the Annual Meeting? Upon completing your registration, which can be done at https://proxydocs.com/MD prior to the deadline of May 6, 2025 at 5:00 p.m. (ET), you will receive further instructions via email, including your unique link that will allow you to access the virtual meeting and submit questions. Questions and comments submitted via the virtual meeting platform that are pertinent to annual meeting matters will be addressed during the meeting. Questions and comments that are not pertinent to annual meeting matters or that are not addressed during the meeting due to time constraints will be addressed after the meeting by our Investor Relations Department. Consistent with our approach when annual meetings are held in person, questions or comments that are not related to the proposals under discussion, are about personal concerns not shared by shareholders generally, or use blatantly offensive language may be ruled out of order. Why is the Annual Meeting Being Held Virtually? We began conducting the annual meeting solely online in 2020. We have embraced the latest technology to provide expanded access, improved communication and cost savings for our shareholders and the Company. We believe that hosting a virtual meeting enables more of our shareholders to attend and participate in the meeting since our shareholders can participate from any location around the world with Internet access.

  15. and Proxy Statement

    | 2025 Proxy Statement | 5 | Pediatrix Medical Group, Inc. |

  16. and Proxy Statement

    Proposal 1: Election of Pediatrix’s Directors Pediatrix’s Second Amended and Restated Articles of Incorporation (the “Amended and Restated Articles of Incorporation”) and Amended and Restated Bylaws provide that the number of Directors constituting Pediatrix’s Board of Directors will be determined from time to time by resolution adopted by Pediatrix’s Board of Directors. Maintaining the appropriate board composition is an important priority for Pediatrix. Upon the recommendation of the Nominating and Corporate Governance Committee, the nominees for Director to be elected at the annual meeting in 2025 by the holders of our common stock are as follows:

  17. and Proxy Statement

    | Laura A. Linynsky, who has served as a Director since May 2022; | Guy P. Sansone, who has served as a Director since July 2020 and Lead Independent Director since January 2023, after having served as Chair of our Board of Directors from July 2020 to December 2022; | | Thomas A. McEachin, who has served as a Director since July 2020; | John M. Starcher, Jr., who has served as a Director since July 2020; | | Mark S. Ordan, who has served as a Director since July 2020 and Chair of our Board of Directors since January 2025, after having served as Executive Chair of our Board of Directors from January 2023 to June 2023, Chair of our Board of Directors from July 2023 to October 2024 and Executive Chair of our Board of Directors from October 2024 to January 2025; | Shirley A. Weis, who has served as a Director since July 2020; and | | Michael A. Rucker, who has served as a Director since May 2019; | Sylvia J. Young, who has served as a Director since May 2023. |

  18. and Proxy Statement

    Please see below under “Directors and Executive Officers” for the biographies of these nominees for Director. Each Director elected will serve for a term expiring at Pediatrix’s 2026 Annual Meeting of Shareholders, which is expected to be held in May 2026, or until a successor has been duly elected and qualified. Pediatrix’s Board of Directors has no reason to believe that any nominee will refuse to act or be unable to accept election; however, in the event that a nominee for a directorship is unable to accept election or if any other unforeseen contingencies should arise, proxies will be voted for the remaining nominees and for such other person as may be designated by Pediatrix’s Board of Directors, unless the proxies provide otherwise. Vote Required If a quorum is present at the annual meeting and the election of Directors remains uncontested, each nominee will be elected as a Director of Pediatrix if such nominee receives a majority of the votes cast with respect to such Director, subject to the majority voting policy described above. Proxies will be voted “FOR” all such nominees absent contrary instructions.

  19. and Proxy Statement

    | | Pediatrix’s Board of Directors recommends a vote “FOR” Proposal 1 to elect each of the eight nominees for Director. |

  20. and Proxy Statement

    | Pediatrix Medical Group, Inc. | 6 | 2025 Proxy Statement |

  21. and Proxy Statement

    Governance and Related Matters Our business, property and affairs are managed under the direction of our Board of Directors, except with respect to those matters reserved for our shareholders. Our Board of Directors establishes our overall corporate policies, reviews the performance of our senior management in executing our business strategy and managing our day-to-day operations and acts as an advisor to our senior management. Our Board of Directors’ mission is to further the long-term interests of our shareholders. Members of the Board of Directors are kept informed of Pediatrix’s business through discussions with Pediatrix’s management, primarily at meetings of the Board of Directors and its committees, and through reports and analyses presented to them. Significant communications between our Directors and senior management occur apart from such meetings. Questions and Answers About Our Corporate Governance Practices

  22. What Committees Have Our Board of Directors Established?

    What Committees Have Our Board of Directors Established? The standing committees of Pediatrix’s Board of Directors are the Audit Committee, the Compensation and Talent Committee, the Nominating and Corporate Governance Committee and the Strategy Committee. Copies of the charters for these committees, as well as our Corporate Governance Principles, are available on our website at www.Pediatrix.com. Our website and the information contained therein, other than material expressly referred to in this Proxy Statement, or connected thereto, are not incorporated into this Proxy Statement. A copy of our committee charters and corporate governance principles are also available upon request from Pediatrix’s Secretary at 1301 Concord Terrace, Sunrise, Florida 33323.

  23. How Many Times Did Our Board of Directors Meet During 2024?

    How Many Times Did Our Board of Directors Meet During 2024? During 2024, Pediatrix’s Board of Directors held eight meetings and also took certain actions via unanimous written consent. Committees of the Board of Directors held a combined total of 12 meetings, and also took certain actions via unanimous written consent. Each Director attended at least 75% of the total number of meetings of Pediatrix’s Board of Directors and its committees held during 2024. Although Pediatrix has no formal policy with respect to its Directors’ attendance at Pediatrix’s Annual Shareholders’ Meetings, all of our Directors attended the Annual Shareholders’ Meeting virtually in 2024.

  24. Are a Majority of Our Directors Independent?

    Are a Majority of Our Directors Independent? Our Board of Directors has reviewed information about each of our Directors and made the determination that all of the non-employee Directors on our Board of Directors are independent. In arriving at this conclusion, our Board of Directors made the affirmative determination that each of the non-employee Directors meets the Board of Directors’ previously adopted categorical standards for determining independence in accordance with the New York Stock Exchange’s corporate governance rules. In making this determination, the Board of Directors considered transactions and relationships between each Director or any member of such Director’s immediate family and Pediatrix and its subsidiaries and affiliates. These transactions consisted of those reported below under “Certain Relationships and Related Person Transactions — Transactions with Related Persons.” Our Board of Directors determined that each of these transactions and relationships was within the New York Stock Exchange standards and our categorical standards and that none of the transactions or relationships affected the independence of the Director involved. Our adopted categorical standards for determining independence in accordance with the New York Stock Exchange’s corporate governance rules are contained in our corporate governance principles, a copy of which is available on our website at www.Pediatrix.com. As our Chief Executive Officer, Mr. Ordan is not independent under the New York Stock Exchange corporate governance rules.

  25. Are a Majority of Our Directors Independent?

    | 2025 Proxy Statement | 7 | Pediatrix Medical Group, Inc. |

  26. Who Is the “Chair of the Board”?

    Who Is the “Chair of the Board”? Our Amended and Restated Bylaws and Amended and Restated Corporate Governance Principles provide our Board with flexibility to combine or separate the positions of Chair of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company from time to time. Since January 2025, Mr. Ordan has served as both our Chief Executive Officer and Chair of the Board. Mr. Ordan has been a Director of the Company since July 2020 and was previously appointed to serve as Executive Chair of our Board of Directors when he initially transitioned from his role as Chief Executive Officer in January 2023. In deciding to appoint Mr. Ordan as Executive Chair, the Board believed that Mr. Ordan’s experience managing large-scale healthcare operations, including as the Chief Executive Officer of the Company, together with his experience as a Director of public companies, made him uniquely suited to serve as the Executive Chair of the Board following his transition from the Chief Executive Officer role. Mr. Ordan continued to serve as Executive Chair or Chair of the Board while Dr. Swift was serving as our Chief Executive Officer. When Mr. Ordan was reappointed as our Chief Executive Officer in January 2025, our Board determined that it was in the best interests of our Company and its shareholders for Mr. Ordan to continue to serve as Chair of the Board due to his unique experience of having served in both roles. Our Board is comprised of individuals with extensive experience in corporate governance and public company management and will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate. Our Amended and Restated Corporate Governance Principles provide that if the Chair of the Board is not independent, the non-management Directors shall elect from among themselves a lead independent Director (the “Lead Independent Director”). The Lead Independent Director’s responsibilities include but are not limited to: calling and chairing over regularly scheduled executive sessions of the independent Directors and acting as the liaison between the independent Directors and the Chief Executive Officer and Chair of the Board. The Lead Independent Director has additional responsibilities and authorities set out in our Amended and Restated Corporate Governance Principles. Mr. Sansone has served as our Lead Independent Director since January 2023. We believe that the structure of our Board and its committees provides strong overall oversight, guidance and management of the Company. At least once a year, the Chair or Executive Chair of the Board, or Lead Independent Director, if a Lead Independent Director is designated, presides over meetings of our independent Directors. The Board also generally meets in executive session at each meeting.

  27. Does Pediatrix Have a Director Retirement Age Policy?

    Does Pediatrix Have a Director Retirement Age Policy? Pediatrix has adopted a Director Retirement Age Policy which provides that a Director must retire and may not stand for re-election during the calendar year in which the Director attains age 80. Additionally, no Director may be nominated to a new term if the Director would attain age 80 by the end of the calendar year in which the election is held. The Board of Directors did not grant any waivers or exemptions related to this policy during the prior year.

  28. Does Pediatrix Have a Director Retirement Age Policy?

    | 2025 Proxy Statement | 11 | Pediatrix Medical Group, Inc. |

  29. Does Pediatrix Have a Director Retirement Age Policy?

    Report of the Audit Committee The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of Pediatrix’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that we specifically incorporate such report by reference. We act under a written charter that has been adopted by Pediatrix’s Board of Directors. While we have the responsibilities set forth in this charter, it is not our duty to plan or conduct audits or to determine that Pediatrix’s financial statements are complete, accurate or in compliance with accounting principles generally accepted in the United States (“GAAP”). This is the responsibility of Pediatrix’s management and independent auditors. Our primary function is to assist the Board of Directors in their evaluation and oversight of the integrity of Pediatrix’s financial statements and internal control over financial reporting, the qualifications and independence of Pediatrix’s independent auditors and the performance of Pediatrix’s audit functions. In addition, while we are also responsible for assisting the Board of Directors in their evaluation and oversight of Pediatrix’s compliance with applicable laws and regulations, it is not our duty to ensure compliance with such laws and regulations or Pediatrix’s Compliance Plan and related policies. We are also responsible for overseeing, discussing and evaluating Pediatrix’s guidelines, policies and processes with respect to risk assessment and risk management and the steps management has taken to monitor and control risk exposure, and we advise the Board of Directors with respect to such matters, as appropriate. We also generally oversee Pediatrix’s auditing, accounting and financial reporting processes. Management is responsible for Pediatrix’s financial statements and the financial reporting process, including the system of internal controls. We also review the preparation by management of Pediatrix’s quarterly and annual financial statements. Pediatrix’s independent auditors, who are accountable to us, are responsible for expressing an opinion as to whether the consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of Pediatrix in conformity with GAAP. Pediatrix’s independent auditors are also responsible for auditing and reporting on the effective operation of Pediatrix’s internal control over financial reporting. We are responsible for retaining Pediatrix’s independent auditors and maintain sole responsibility for their compensation, oversight and termination. We are also responsible for pre-approving all non-audit services to be provided by the independent auditors, and on an annual basis discussing with the independent auditors all significant relationships they have with Pediatrix to determine their independence. In fulfilling our oversight role, we met and held discussions with Pediatrix’s management and independent auditors. Management advised us that Pediatrix’s audited consolidated financial statements were prepared in accordance with GAAP, and we reviewed and discussed the consolidated financial statements for the fiscal year ended December 31, 2024. In addition, we reviewed and discussed the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of Pediatrix’s periodic reports, key accounting and reporting issues and the scope, adequacy and assessments of Pediatrix’s internal controls and disclosure controls and procedures with management and Pediatrix’s independent auditors. We discussed privately with the independent auditors matters deemed significant by the independent auditors, including those matters required to be discussed pursuant to the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC. The independent auditors also provided us with the written disclosures and the letter required by applicable requirements of the PCAOB, regarding the independent auditor’s communications with the Audit Committee concerning independence, and we discussed with the independent auditors matters relating to their independence. We also reviewed a report by the independent auditors describing the firm’s internal quality-control procedures and any material issues raised in the most recent internal-quality control review or external peer review or inspection performed by the PCAOB.

  30. Does Pediatrix Have a Director Retirement Age Policy?

    | Pediatrix Medical Group, Inc. | 12 | 2025 Proxy Statement |

  31. Does Pediatrix Have a Director Retirement Age Policy?

    Based on our review with management and the independent auditors of Pediatrix’s audited consolidated financial statements and internal control over financial reporting and the independent auditors’ report on such financial statements and their evaluation of Pediatrix’s internal control over financial reporting, and based on the discussions and written disclosures described above and our business judgment, we recommended to the Board of Directors that the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2024 be included in Pediatrix’s Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC. Submitted by the Audit Committee of the Board of Directors. Thomas A. McEachin Laura A. Linynsky Michael A. Rucker Guy P. Sansone Sylvia J. Young

  32. Does Pediatrix Have a Director Retirement Age Policy?

    | 2025 Proxy Statement | 13 | Pediatrix Medical Group, Inc. |

  33. Does Pediatrix Have a Director Retirement Age Policy?

    Directors and Executive Officers Pediatrix’s Directors and Executive Officers Pediatrix’s current Directors and Executive Officers are as follows:

  34. Does Pediatrix Have a Director Retirement Age Policy?

    | Name | Age | Position with Pediatrix | | Mark S. Ordan | 66 | Chair of the Board of Directors and Chief Executive Officer | | Guy P. Sansone(1)(2)(3)(4) | 60 | Lead Independent Director | | Laura Linynsky(2)(4) | 57 | Director | | Thomas A. McEachin(1)(2)(3) | 72 | Director | | Michael A. Rucker(2)(3) | 55 | Director | | John M. Starcher, Jr.(1)(4) | 54 | Director | | Shirley A. Weis(1)(3)(4) | 71 | Director | | Sylvia J. Young(2)(4) | 63 | Director | | Kasandra H. Rossi | 52 | Executive Vice President, Chief Financial Officer and Treasurer | | Mary Ann E. Moore | 65 | Executive Vice President, General Counsel, Chief Administrative Officer and Secretary |

  35. Does Pediatrix Have a Director Retirement Age Policy?

    (1) Member of the Strategy Committee. (2) Member of the Audit Committee. (3) Member of the Nominating and Corporate Governance Committee. (4) Member of the Compensation and Talent Committee. The biographical information for each of the nominees for Director and Executive Officers is included below.

  36. Does Pediatrix Have a Director Retirement Age Policy?

    | Pediatrix Medical Group, Inc. | 14 | 2025 Proxy Statement |

  37. Does Pediatrix Have a Director Retirement Age Policy?

    | Mark S. Ordan Chair of the Board of Directors and Chief Executive Officer Director Since: 2020 Age: 66 Committees: None | | The Board of Directors has concluded that Mr. Ordan’s qualifications to serve on the Board include his extensive experience in the healthcare industry, including as a senior executive and board member of both public and private companies, together with his extensive experience managing large-scale healthcare operations. |

  38. Does Pediatrix Have a Director Retirement Age Policy?

    Mark S. Ordan has been a Director of the Company since July 2020 and was appointed to serve as Chair of our Board of Directors and Chief Executive Officer in January 2025. He previously served as our Chief Executive Officer from July 2020 to December 2022. In addition, Mr. Ordan served as Executive Chair of our Board of Directors from January 2023 to June 2023 and from October 2024 to January 2025 and as Chair of our Board from July 2023 to October 2024. Mr. Ordan previously served in various capacities for Quality Care Properties, Inc. (NYSE:QCP), Washington Prime Group Inc. (NYSE:WPG), Sunrise Senior Living, Inc. (formerly NYSE:SZR) and The Mills Corporation (NYSE:MLS), including at various times serving as the Chief Executive Officer and member of the Board of Directors of each, and was founder and Chief Executive Officer of Fresh Fields Markets. Mr. Ordan has served on the Board of Directors of The Carlyle Group (NASDAQ:CG) since April 1, 2022 and currently serves as its Lead Independent Director. Previously, Mr. Ordan served on the Board of Trustees of Federal Realty Investment Trust (NYSE:FRT) from February 2019 to September 2022, where he also previously served from 1996 to 2006, including as Chairman from 2001 to 2006. Mr. Ordan also previously served on the Board of Directors of VEREIT, Inc. (NYSE:VER) and Harris Teeter Supermarkets, Inc. (NYSE:HTSI). Mr. Ordan currently serves as Chairman of the U.S. Chamber of Commerce and as President of the Board of the Holton-Arms School. Mr. Ordan served for 20 years on the Board of Vassar College. Mr. Ordan received a B.A. from Vassar College and an MBA from Harvard Business School.

  39. Does Pediatrix Have a Director Retirement Age Policy?

    | 2025 Proxy Statement | 15 | Pediatrix Medical Group, Inc. |

  40. Does Pediatrix Have a Director Retirement Age Policy?

    | Guy P. Sansone Lead Independent Director Director Since: 2020 Age: 60 Committees: Strategy, Audit, Nominating and Corporate Governance and Compensation and Talent | | The Board of Directors has concluded that Mr. Sansone’s qualifications to serve on the Board include his extensive experience working as an adviser, investor and senior manager of companies in the healthcare industry, together with his financial expertise and leadership experience as a senior executive and board member. |

  41. Does Pediatrix Have a Director Retirement Age Policy?

    Guy P. Sansone has been a Director of the Company since July 2020 and the Lead Independent Director since January 2023. Mr. Sansone previously served as Chair of the Board of Directors of the Company from July 2020 to December 2022. 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 Longevity Health Plans (NASDAQ:CTCX), a specialized Medicare Advantage health plan, since February 2020, Ovation Healthcare LLC (formerly Qhr Health), a hospital management consultant to independent, community and rural hospitals and healthcare systems, since March 2022, ChenMed, LLC, a provider of affordable and accessible healthcare to seniors, since September 2024 and CVS Health Corporation (NYSE:CVS), a leading health solutions company, since November 2024. Previously, Mr. Sansone 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, from March 2019 to January 2022, Carisk Partners, a risk transfer, care coordination company, from April 2019 to December 2024, and Brookdale Senior Living, Inc. (NYSE:BKD), an owner and operator of senior living and retirement communities, from October 2019 to June 2024 and served as Non-Executive Chairman of Brookdale from January 2020 to June 2024. 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.

  42. Does Pediatrix Have a Director Retirement Age Policy?

    | Pediatrix Medical Group, Inc. | 16 | 2025 Proxy Statement |

  43. Does Pediatrix Have a Director Retirement Age Policy?

    | Laura A. Linynsky Director Director Since: 2022 Age: 57 Committees: Audit and Compensation and Talent | | The Board of Directors has concluded that Ms. Linynsky’s qualifications to serve on the Board include her financial experience, senior housing healthcare experience and her experience in healthcare management consulting. |

  44. Does Pediatrix Have a Director Retirement Age Policy?

    Laura A. Linynsky has been a Director of the Company since May 2022. Ms. Linynsky has served as a consultant focused on healthcare management, providing operational, quality care, employment, ESG and regulatory guidance for both start up and expanding organizations since August 2018. Ms. Linynsky previously served as Senior Vice President of Quality Care Properties (NYSE:QCP), a real estate company that owned over 300 post-acute/skilled nursing and assisted living properties, from 2016 to 2018, where she was responsible for operational and financial oversight of the communities and was part of the executive team that fully restructured the relationship with HCR ManorCare and its sole landlord to combine the two. She served as interim Chief Financial Officer for HCR ManorCare until the company was sold in July 2018. Prior to this, from 2010 to 2013, she served as Chief Operating Officer and head of Operations for Sunrise Senior Living, Inc. (formerly NYSE:SZR) (“Sunrise”) where she oversaw operations in the United States, Canada and the UK and was part of the senior team who led the company’s operating and financial turnaround. Before leading Sunrise operations, Ms. Linynsky served as Vice President, Real Estate and Asset Management and was Director of Acquisitions from 2002 to 2010. Prior to Sunrise, Ms. Linynsky served in various finance, tax and business development roles at, among other companies, Marriott International (NASDAQ:MAR), Nextel Communications (formerly NYSE:FON) and Cogent Communications (NASDAQ:CCOI). She is a past board member of Argentum and the National Investment Center for Seniors Housing, both non-profit organizations. Ms. Linynsky has over 20-plus years of corporate finance, accounting, and tax experience with over 10 years’ experience in the senior housing healthcare industry. Ms. Linynsky earned a B.S. from the University of South Carolina, Columbia.

  45. Does Pediatrix Have a Director Retirement Age Policy?

    | 2025 Proxy Statement | 17 | Pediatrix Medical Group, Inc. |

  46. Does Pediatrix Have a Director Retirement Age Policy?

    | Thomas A. McEachin Director Director Since: 2020 Age: 72 Committees: Audit, Nominating and Corporate Governance and Strategy | | The Board of Directors has concluded that Mr. McEachin’s qualifications to serve on the Board include his extensive finance and executive management experience and in-depth knowledge of financial reporting, compliance, accounting and controls and corporate governance matters. |

  47. Does Pediatrix Have a Director Retirement Age Policy?

    Thomas A. McEachin has been a Director of the Company since July 2020. Mr. McEachin has served on the Board of Federal Realty Investment Trust (NYSE:FRT), a publicly traded REIT, since October 2022. He served on the Board of Directors of Surgalign Holdings, Inc. (formerly NASDAQ:SRGA), a global medical technology company advancing the science of spine care, from December 2015 to October 2023. 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, 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.

  48. Does Pediatrix Have a Director Retirement Age Policy?

    | Michael A. Rucker Director Director Since: 2019 Age: 55 Committees: Audit and Nominating and Corporate Governance | | The Board of Directors has concluded that Mr. Rucker’s qualifications to serve on the Board include his extensive experience as an executive in the healthcare industry, including the management of physician practices and partnerships. |

  49. Does Pediatrix Have a Director Retirement Age Policy?

    Michael A. Rucker has been a Director of the Company since May 2019. Mr. Rucker has served as Chief Executive Officer since 2017 and as a member of the Board of Directors since 2016 of Ivy Rehab Network, Inc., one of the largest networks of physical therapy clinics in the United States. Prior to joining Ivy Rehab, Mr. Rucker served from 2010 to 2017 as Executive Vice President and Chief Operating Officer of Surgical Care Affiliates, Inc. (formerly NASDAQ:SCAI), at the time a publicly traded operator of one of the nation’s largest networks of surgical facilities, until its acquisition by United Health Group. Mr. Rucker has also held executive roles in various healthcare companies, including DaVita, Inc. (NYSE:DVA), where he served as Division Vice President from 2005 to 2008 after DaVita acquired Gambro Healthcare, where Mr. Rucker had served in various general management and business development capacities since 1997. Mr. Rucker, a former certified public accountant, holds a B.S. from Miami University and an MBA from the University of Pennsylvania’s Wharton School of Business.

  50. Does Pediatrix Have a Director Retirement Age Policy?

    | Pediatrix Medical Group, Inc. | 18 | 2025 Proxy Statement |

  51. Does Pediatrix Have a Director Retirement Age Policy?

    | John M. Starcher, Jr. Director Director Since: 2020 Age: 54 Committees: Compensation and Talent and Strategy | | The Board of Directors has concluded that Mr. Starcher’s qualifications to serve on the Board include his significant leadership experience as a senior executive in the healthcare industry, including as President and Chief Executive Officer of Bon Secours Mercy Health. |

  52. Does Pediatrix Have a Director Retirement Age Policy?

    John M. Starcher, Jr. has been a Director of the Company since July 2020. 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 50 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 to 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 to 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, Ensemble Health Partners (NASDAQ: ENSB) and American Pain Consortium, LLC. He also serves on the Advisory Board of HealthQuest Capital. Mr. Starcher holds a Bachelor of Science in Business Administration degree from Bowling Green State University and J.D. 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.

  53. Does Pediatrix Have a Director Retirement Age Policy?

    | 2025 Proxy Statement | 19 | Pediatrix Medical Group, Inc. |

  54. Does Pediatrix Have a Director Retirement Age Policy?

    | Shirley A. Weis Director Director Since: 2020 Age: 71 Committees: Compensation and Talent, Nominating and Corporate Governance and Strategy | | The Board of Directors has concluded that Ms. Weis’ qualifications to serve on the Board include her extensive leadership, management and consulting experience in the healthcare industry, including as Mayo Clinic’s first female Chief Administrative Officer, together with her private and public company board experience. |

  55. Does Pediatrix Have a Director Retirement Age Policy?

    Shirley A. Weis has been a Director of the Company since July 2020. 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. 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. Ms. Weis served on the Board of Directors of Obyx (formerly The Medical Memory, LLC), a Phoenix-based, private company that facilitates recording of medical conversations with doctors and distributes them to patients and families, from July 2017 to December 2021. She previously served on the Boards of Directors of Sentry Insurance Company, a mutual insurance company specializing in business insurance, from May 2015 to April 2019 and Surgalign Holdings, Inc. (formerly RTI Surgical Holdings, Inc.) (OTC: SRGAQ), a global medical technology company advancing the science of spine care, from October 2014 until May 2021. Ms. Weis holds a B.S. from Michigan State University, a Master of Management degree from Aquinas College and an honorary Doctor of Science degree from Michigan State University. She was named one of the Top 25 Women in Healthcare by Modern Healthcare magazine for 2007 and 2013.

  56. Does Pediatrix Have a Director Retirement Age Policy?

    | Sylvia J. Young Director Director Since: 2023 Age: 63 Committees: Audit and Compensation and Talent | | The Board of Directors has concluded that Mrs. Young’s qualifications to serve on the Board include her extensive leadership and consulting experience in the healthcare industry, including as President and Chief Executive Officer of the HCA Continental Division. |

  57. Does Pediatrix Have a Director Retirement Age Policy?

    Sylvia J. Young has been a Director of the Company since May 2023. Mrs. Young is currently the owner of Young Consulting Advisors, LLC where she brings over 35 years of experience as a dedicated veteran of hospital administration to healthcare consulting and executive coaching. She has served as a consultant to Cerebell, Inc., a privately held medical device company, since August 2024. Mrs. Young most recently served as President and Chief Executive Officer of the HCA Continental Division, a multi-state regional healthcare system that is part of Hospital Corporation of America ("HCA"). Prior to her appointment to the Denver-based Division headquarters, Mrs. Young served as President of HCA’s Sunrise Health System, including Sunrise Hospital and Medical Center, Sunrise Children’s Hospital, Mountain View Hospital and Southern Hills Hospital, as well as four ambulatory surgery centers in Las Vegas, NV. Mrs. Young retired from HCA in March 2023. Mrs. Young serves as an Independent Director on the Board of Directors and Compensation and Talent Committee of Lincoln Educational Services Corporation and on the Board of Directors of the Denver Center for Performing Arts where she serves as Chair of the Audit Committee. Mrs. Young holds a Master of Science degree in Health Administration from the University of Alabama, Birmingham and a Bachelor of Arts in Public Administration degree from Samford University in Birmingham. In 2022, Mrs. Young was named as one of the “2022 Top Women to Watch in Healthcare” by Modern Healthcare Magazine.

  58. Does Pediatrix Have a Director Retirement Age Policy?

    | Pediatrix Medical Group, Inc. | 20 | 2025 Proxy Statement |

  59. Does Pediatrix Have a Director Retirement Age Policy?

    | Kasandra H. Rossi Executive Vice President, Chief Financial Officer and Treasurer Age: 52 | |

  60. Does Pediatrix Have a Director Retirement Age Policy?

    Kasandra H. Rossi was appointed to serve as the Company’s Executive Vice President, Chief Financial Officer and Treasurer in October 2024. Ms. Rossi joined Pediatrix in December 2009 and has served in various senior-level accounting, finance and treasury roles since that time, including her most recent role as Senior Vice President, Financial Reporting and Assistant Treasurer. Prior to joining the Company, from July 2003 to December 2009, she served in various accounting and finance roles at public companies in South Florida, including Office Depot, Inc. (NASDAQ:ODP) and Republic Services, Inc. (NYSE:RSG). Ms. Rossi was previously a member of the assurance practice of Ernst & Young, LLP from September 1999 to July 2003, serving South Florida clients in a variety of industries including health care, private equity and aviation. Ms. Rossi holds a Bachelor of Science in Accounting from Florida Atlantic University.

  61. Does Pediatrix Have a Director Retirement Age Policy?

    | Mary Ann E. Moore Executive Vice President, General Counsel, Chief Administrative Officer and Secretary Age: 65 | |

  62. Does Pediatrix Have a Director Retirement Age Policy?

    Mary Ann E. Moore was appointed as Chief Administrative Officer in August 2024, in addition to her existing appointment as Executive Vice President, General Counsel and Secretary in October 2022. Ms. Moore joined the Company in 2006 as Associate General Counsel and has served in various senior roles within the Legal Department since that time. Prior to joining the Company, Ms. Moore was Senior Counsel for Tenet Healthcare Corporation (NYSE:THC) in South Florida. Ms. Moore was previously with the Adventist Health System in Chicago, Illinois and prior thereto she was in private legal practice with the law firms of Hinshaw and Culbertson in Chicago, Illinois and Tallman Hudders and Sorrentino in Allentown, Pennsylvania. Ms. Moore holds a Juris Doctor degree from Duquesne University School of Law and a Bachelor of Science in Nursing degree from Carlow College, both in Pittsburgh, Pennsylvania.

  63. Does Pediatrix Have a Director Retirement Age Policy?

    | 2025 Proxy Statement | 21 | Pediatrix Medical Group, Inc. |

  64. Response to Say-on-Pay Vote and Shareholder Outreach

    Conversations with our shareholders were generally led by our Senior Vice President, Finance and Strategy, and often included other representatives of our senior management team, including our Chief Executive Officer, Chief Financial Officer and/or General Counsel. In the area of Company operations, risks and opportunities, topics of particular shareholder interest were the regulatory environment, specifically the implementation of the No Surprises Act and our relationships with health insurance carriers; our transition to a hybrid revenue-cycle management function; and clinical compensation cost trends as related to the broader inflationary environment. As we have done historically, we utilized the input and interest from our shareholder discussions to inform our own disclosures, specifically disclosures contained in our annual and quarterly reports and earnings conference calls. In the area of executive compensation, consistent with the approval of our 2023 executive compensation program as disclosed in our 2024 proxy statement by approximately 96% of the shares voted, shareholders continued to express their support for the changes to our executive compensation program that we put into effect in 2023, particularly our shift to issuing performance-based equity awards with three one-year performance periods to better align pay with long-term performance, our implementation of a return on invested capital (“ROIC”) component as an additional performance measure for our performance-based equity awards and the annual establishment of set qualitative non-financial goals with assigned weighting, among other things. Multi-Year Performance Goals While historically the Company has not incorporated financial goals over a multi-year period (such as cumulative earnings over three years) into our executive compensation program due to the uncertainties surrounding the environment for our business in the long term, following substantive discussions with our shareholders during 2022 and early 2023 regarding the duration of the performance measures used in our executive compensation program, we determined that the Company’s executive compensation program could be designed to further align pay with long-term performance. Beginning in 2023, our performance-based equity awards have three one-year performance periods with new performance goals set at the beginning of each year for that year. Awards for which the performance goals have been met will vest at the end of the full three-year period. Beginning in 2023, we also implemented a ROIC modifier, measured over the three-year cumulative performance period, as an additional performance measure for these performance-based equity awards. We believe this approach balances the Compensation and Talent Committee’s desire to align compensation with long-term performance and the risk that comes with setting three-year goals that would necessarily need to reflect assumptions and projections about various expense-related initiatives, acquisition-related activities, including size, type, timing and volume of acquisitions, organic growth initiatives, same-unit volumes, and reimbursement-related factors, including payor mix during the measurement period. As shareholders have expressed support for our updated approach to performance-based equity awards, we continued to issue awards with three one-year performance periods during 2024.

  65. Response to Say-on-Pay Vote and Shareholder Outreach

    | Measuring Pay-for-Performance at Pediatrix | | | - | In the healthcare services industry, company stock prices at any point in time can be significantly affected by changes (actual or anticipated) in the regulatory or payor environment. Additionally, regulatory changes affect different healthcare companies in varying ways. For Pediatrix specifically, factors such as effects of same-unit volume and reimbursement-related factors, including payor mix shifts from commercial to government payors, are often unpredictable. | | - | Payor mix shifts, which represents a shift in the patient population from private healthcare insurance programs (i.e., commercial programs) to government-sponsored healthcare programs (i.e., Medicaid) is extremely difficult to forecast over both short- and long-term periods. However, these payor mix shifts directly impact both top-line growth and profitability as the reimbursement received is materially lower for government-sponsored healthcare programs than commercial payors, and a shift in payor mix to government payors can result in a significant reduction in our average reimbursement rates. | | - | For these reasons, we have not used relative total shareholder return as a key performance metric in our executive compensation programs. Instead, our performance goals have been focused on internal key financial metrics that we believe drive long-term value creation and will focus management on not just growing our business, but doing so profitability, such as Adjusted Income from Operations and Adjusted EBITDA. We believe that meeting these metrics will translate over time into increased shareholder value. For equity-based awards, we believe that our share price should ultimately reflect whether we have executed this strategy successfully and more specifically, the three-year cliff vesting schedule for our performance-based equity grants encourages our officers to maintain a long-term perspective while the three-year back-end weighted vesting schedule for our time-based equity grants also encourages such behavior due to half of the award vesting in year three. | | - | For many of these same reasons, we have historically not incorporated financial goals over a multi-year period (such as cumulative earnings over three years) into our executive compensation program. Our long-term strategy emphasizes continued growth through a disciplined approach in acquiring established physician practices and growing organically in our specialties or adjacent specialties, and any multi-year goals would necessarily need to reflect assumptions and projections about both the level and type of acquisitions made during the measurement period and other growth and expense related items that are difficult to predict over a longer term. While we believe that the three-year back-end weighted (25%, 25%, 50%) vesting schedule for our time-based equity grants that we transitioned to in 2021 following shareholder feedback is a good approach to align a long-term commitment to growth from our executive team, in an effort to have a stronger link between pay and long-term performance, our performance-based equity awards also consist of three one-year performance periods and any shares earned will only vest at the end of that three-year period. | | - | New performance goals will be established each year, and awards for which the performance goals have been met will not vest until the end of the full three-year period. In addition to using Adjusted EBITDA as a performance measure, our performance-based equity awards are subject to a three-year ROIC modifier to hold leaders accountable for the efficient use of capital. The Compensation and Talent Committee believes that this approach demonstrates our continued commitment to aligning pay with performance - with a view to long-term performance - and is in the best interests of all of Pediatrix’s constituents. The Compensation and Talent Committee will continue to refine its approach as the healthcare landscape continues to evolve. |

  66. Elements of Pay

    | Element | Form | Description | | Base Salary | Cash (Fixed) | Provides a competitive level of pay that reflects the executive’s experience, role and responsibilities and performance. | | Annual Bonus | Cash (Variable) | Based 80% on annual Adjusted Income from Operations performance and 20% on certain non-financial metrics. | | Long-Term Incentives | Equity (Variable) | Comprised of 50% restricted stock that vests over three years (back end weighted) and 50% performance shares tied to the achievement of annual Adjusted EBITDA targets and a three-year ROIC modifier. Any performance shares earned will vest at the end of the full three-year period. |

  67. Elements of Pay

    In 2023, we adjusted the performance share aspect of our long-term incentives by issuing performance-based equity awards with three one-year performance periods. New performance goals will be set each year and awards for which the performance goals have been met will vest at the end of the full three-year period. In addition, the performance shares are also subject to a three-year ROIC modifier that may adjust the final payout up or down by as much as 20%.

  68. How Pay Decisions Are Made

    The Chief Executive Officer does not play any role in the Compensation and Talent Committee’s determination of his own pay; however, the Compensation and Talent Committee solicits input from the Chief Executive Officer concerning the performance and compensation of the other NEOs. The Chief Executive Officer bases his recommendations on his assessment of each individual’s performance, tenure and experience in the role, external market pay practices, retention risk and Pediatrix’s overall pay philosophy. The Role of Independent Consultants The Compensation and Talent Committee, with extensive advice and input from its advisors and our shareholders, continually reviews executive compensation for alignment with our pay philosophy and, as necessary, retains the services of an independent consultant to assist in such review. The Compensation and Talent Committee has assessed the independence of Semler Brossy pursuant to applicable SEC rules, New York Stock Exchange listing standards and its own committee charter and concluded that no conflict of interest exists that would prevent Semler Brossy from independently advising the Compensation and Talent Committee. Assessing External Market Practice As part of our pay philosophy, our executive compensation program is designed to attract, motivate and retain our executives in an increasingly competitive and complex talent market. To this end, we regularly evaluate industry-specific and general market compensation practices and trends to assess whether our program features and NEO pay opportunities remain appropriately competitive. The Compensation and Talent Committee considers publicly available data, provided by its independent compensation consultant, for informational purposes when making its pay decisions. However, market data are not the sole determinants of the Company’s practices or executive pay levels. When determining salaries, target bonus opportunities and annual equity grants for NEOs, the Compensation and Talent Committee also considers the performance of the Company and the individual, the nature of an individual’s role within the Company, internal comparisons to the compensation of other Company officers, tenure with the Company and experience in the officer’s current role. In evaluating the peer group composition, the Compensation and Talent Committee generally considers companies that meet the following criteria: • Companies that are reasonably similar in size based on revenue and market capitalization. Generally, these companies fall within a range of 0.5x to 2x the Company’s revenue, 0.2x to 5x the Company’s market capitalization and .33x to 3x the Company's earnings before interest and taxes; • Organizations operating in either the Healthcare or Diversified Support Services industries, with a focus towards those that are a service-based business or provide non-homecare-based services; or • Entities that compete with the Company for executive talent or have comparable skill requirements at the executive level. Following its review, the Compensation and Talent Committee approved the peer group identified below for the purpose of 2024 compensation comparisons, which was the same peer group used for purposes of 2023 compensation comparisons.

  69. Annual Bonuses

    Annual Bonuses The NEOs participate in an annual bonus program, which is administered under the shareholder-approved Pediatrix Medical Group, Inc. Amended and Restated 2008 Incentive Compensation Plan (the “Plan”). The annual bonus is designed to recognize performance achievements primarily focused on our Company’s results of operations during its fiscal year. The Compensation and Talent Committee uses guidelines and may apply either positive or negative discretion to adjust the bonuses based on the actual level of income from operations achieved, as well as other performance goals established for individual NEOs. In addition, the Compensation and Talent Committee uses a performance range at the target bonus level to minimize the variability of potential payouts. 2024 Annual Bonus Program In response to shareholder feedback, the Company considers both financial and non-financial metrics as components of the executive annual performance bonus program. The program requires achievement of certain non-financial metrics in order to earn 20% of the target bonus amount. The remaining 80% of the target amount would be earned upon the achievement of certain Adjusted Income from Operations goals.

  70. Annual Bonuses

    | 2025 Proxy Statement | 39 | Pediatrix Medical Group, Inc. |

  71. Annual Bonuses

    Financial Metrics In 2024, the financial component of the bonus guidelines was based on income from operations, adjusted to exclude transformational and restructuring related activities. Consideration was also given to those factors that impacted previous year results (positively or negatively) but were not anticipated to impact 2024 results with the same magnitude. Why We Use Adjusted Income From Operations The Compensation and Talent Committee uses adjusted income from operations ("AIFO") as its sole financial performance measure for annual bonuses. This measure is used to encourage our NEOs to focus on efficiently managing our business. We strive to set financial targets that are both challenging and realistic. The target AIFO set by the Compensation and Talent Committee for 2024 was effectively flat as compared to the Company's 2023 final AIFO and was consistent with the bottom end of the Company's external guided range provided in February 2024. In 2023, the Committee also used the bottom end of the external guided range as the target AIFO for purposes of setting the financial components of the 2023 bonus guidelines. The decrease in the target AIFO for the 2024 performance measure as compared to 2023 reflects the Company's lower guidance for 2024, but uses the same methodology as 2023. The financial components of the 2024 bonus guidelines were as follows:

  72. Annual Bonuses

    | Adjusted Income from Operations: Performance Goals* | % of Target Bonus Payout | | Less than $133,000,000 | 0% | | $141,000,000 | 50% | | $149,000,000 | 90% | | $157,000,000 | 100% | | $165,000,000 | 110% | | $173,000,000 | 150% | | $181,000,000 | 200% | | Adjusted Income from Operations was $183,681,000 representing a payout of 200% of target bonus | |

  73. Annual Bonuses

    Actual target bonus payout percentages would increase proportionately between each percentage amount based on the Adjusted Income from Operations achieved by the Company. * Adjusted Income from Operations (“AIFO”) is defined as Income From Operations calculated in accordance with GAAP and was adjusted to exclude goodwill impairment, long-lived asset impairments, loss on disposal of businesses and transformational and restructuring related expenses. Non-Financial Metrics The non-financial metrics used in 2024 were as follows: (i) plan, execute and complete the transition of all RCM services provided by the Company's prior RCM vendor to the "hybrid model" which will consist of an operational and functional internal support team and external outsourced services while maintaining consistent revenue recognition and appropriate reserves; (ii) plan, execute and subsequently complete the repositioning of the Company's ambulatory footprint and related services to include the sale and/or disposition of identified non-core practices and execute an overhead reduction and leadership restructuring plan; (iii) complete the transition and operation of an internal No Surprises Act ("NSA") arbitration arm, with tracking and enhanced reporting capabilities; and (iv) optimize the Company's clinical compensation program for current market practice.

  74. Annual Bonuses

    | Pediatrix Medical Group, Inc. | 40 | 2025 Proxy Statement |

  75. Annual Bonuses

    2024 Annual Bonus Decisions The Compensation and Talent Committee establishes each NEO’s target annual bonus opportunity as a percentage of base salary in effect at the end of the year. The target bonus opportunity as a percentage of base salary for each of the NEOs was equal to the following amounts: (i) Dr. Swift (125%); (ii) Ms. Rossi (75%); (iii) Ms. Moore (125%); (iv) Mr. Richards (100%); (v) Dr. Pickert (100%); and (vi) Mr. Wood (75%), with the maximum bonus opportunity equal to two times their target opportunity. Ms. Rossi’s target bonus opportunity, as a percentage of base salary, was increased from 50% to 75% in connection with her promotion to Executive Vice President, Chief Financial Officer and Treasurer and Ms. Moore’s target bonus opportunity, as a percentage of base salary, was increased from 100% to 125% in connection with her appointment as Chief Administrative Officer in addition to her existing role as General Counsel. In March 2024, the Compensation and Talent Committee established the AIFO performance goals set forth in the table above, which excluded transformational and restructuring related expenses. Among other items, the Compensation and Talent Committee retained the discretion to further adjust AIFO as necessary to exclude the impact of incremental costs incurred or deterioration in results from the closure or sale of practices, businesses and other activities that were not anticipated in the Company's budget. During the second quarter of 2024, the Company formalized its practice portfolio management plans, resulting in a decision to exit almost all of its affiliated office-based practices, other than maternal-fetal medicine. The Company completed these exits prior to the end of 2024. In addition, the Company exited its primary and urgent care service line during and subsequent to the end of the 2024 second quarter. In February 2025, in making its annual bonus decisions, the Compensation and Talent Committee determined to utilize its previously retained discretion to adjust the Company's 2024 AIFO to exclude impairments and loss on disposal of businesses, which the Committee determined were a result of management's successful completion of this Board-approved portfolio restructuring and that were not included in the Company's budget. With these adjustments, the Company's 2024 AIFO corresponded to a payment of 200% of the target bonus opportunity under the guidelines. The Compensation and Talent Committee approved a 100% achievement on the non-financial component of the annual bonus program. A summary of the Company’s achievements pertaining to the non-financial components of the annual bonus program is below.

  76. Annual Bonuses

    | Component | Measures of Success | Achievements | | Plan, execute and complete the transition of all RCM Services provided by the Company's prior RCM vendor to the "hybrid model" which will consist of an operational and functional internal support team and external outsourced services while maintaining consistent revenue recognition and appropriate reserves | • Successful hiring and retention of a Pediatrix internal RCM Department, as defined in the “hybrid model” • Execution of an agreement with the new external RCM vendor • Full transition of RCM Services from the former vendor to the new vendor • Stabilization of key RCM metrics to a baseline level for Pediatrix prior to its engagement of the prior vendor | • Fully staffed internal team to support the “hybrid model” and successfully insourced critical functions • Executed Master Services Agreement with new vendor, together with Statement of Work for year one stabilization • Successfully transitioned all RCM Services from the former vendor to the new vendor by September 2024 • Stabilizing key RCM metric targets; on track for full stabilization in 2025 |

  77. Annual Bonuses

    | 2025 Proxy Statement | 41 | Pediatrix Medical Group, Inc. |

  78. Annual Bonuses

    | Component | Measures of Success | Achievements | | Plan, execute and subsequently complete the repositioning of the Company's Ambulatory footprint and related services to include the sale and/or disposition of identified non-core practices and execute an overhead and leadership restructuring plan | • Successful exit of Primary and Urgent Care service line • Successful execution of the Ambulatory Reduction Plan as presented to the Board • Demonstrated ability with reductions in footprint for clinical and administrative services consistent with resetting of ambulatory footprint | • Exited our Primary and Urgent Care service line during 2024 • Executed the Ambulatory Reduction Plan by successfully exiting almost all Ambulatory practices, other than maternal-fetal-medicine, in 2024 • Executed overhead reductions, both labor and non-labor, that were a significant component of the overall $30 million Adjusted EBITDA impact from the execution of the portfolio management plan | | Complete transition and operation of an internal NSA arbitration arm, with tracking and enhanced reporting capabilities | • Hire and retain internal staff to manage the NSA arbitration process • Development of tools and processes to identify, manage, track, and report on eligible claims for the NSA arbitration process • Perform submission, reporting, follow-up on and receipt of additional payment on eligible claims | • Hired internal arbitration staffing, with a 100% retention rate of originally hired staff • Completed the transition of all open NSA arbitration disputes initiated by the former RCM vendor to be absorbed by our internal team • Developed Origami workflow tool, which became fully operational on January 1, 2024 and made enhancements through the second quarter of 2024 • Utilized Origami tool to track case submission and processing, and house documentation required for submission and follow-up • Developed Power BI reporting to assist the Company in its analysis of arbitration decision payment results |

  79. Annual Bonuses

    | Pediatrix Medical Group, Inc. | 42 | 2025 Proxy Statement |

  80. Annual Bonuses

    | Component | Measures of Success | Achievements | | Optimize clinical compensation program for current market practice | • Utilize an external consultant to assist in developing long-term fixed and variable models for clinical compensation • Develop an action plan to implement updated clinical compensation model • Begin roll-out of updated clinical compensation model | • Engaged external consultant to review and bolster internal compensation analyses completed by Pediatrix • Established goals for an updated clinical compensation program implementation, to: (i) align compensation with peer organizations; (ii) align provider compensation with practice revenue; (iii) incentivize efficient use of practice resources; and (iv) foster a culture where physicians are aligned with the success of the practice • Formally documented clinical staffing models |

  81. Annual Bonuses

    | 2025 Proxy Statement | 43 | Pediatrix Medical Group, Inc. |

  82. Annual Bonuses

    Accordingly, the bonus earned equaled 180% of target, representing the non-financial component being paid at 100% and a 200% payout with respect to the financial component. Accordingly, the following actual bonuses were paid.

  83. Annual Bonuses

    | Name | Maximum Annual Bonus as a % of Base Salary | Target Annual Bonus as a % of Base Salary | Actual Annual Bonus as a % of Target | Actual Bonus ($) | | Dr. Swift | 250% | 125% | 180% | $1,462,500 | | Ms. Rossi | 150% | 75% | 180% | $573,750 | | Ms. Moore | 250% | 125% | 180% | $1,125,000 | | Mr. Richards(1) | 200% | 100% | 100% | $375,342 | | Dr. Pickert(2) | 200% | 100% | 174% | $868,648 | | Mr. Wood(1) | 150% | 75% | 100% | $163,305 |

  84. Annual Bonuses

    (1) Mr. Richards' and Mr. Wood's actual bonuses were prorated based on target performance pursuant to the terms of their employment agreements in connection with their terminations without Cause during 2024. (2) Dr. Pickert's bonus reflects his transition to Executive Vice President, Chief Physician Executive effective as of August 1, 2024, at which time he reverted to the Company's non-executive bonus plan, which utilizes a different bonus framework.

  85. Equity-Based Awards

    Equity-Based Awards 2024 Equity-Based Awards The Compensation and Talent Committee approved the annual equity-based awards outlined below in May 2024 with a June 1, 2024 grant date for the then-current NEOs, Dr. Swift, Ms. Moore, Mr. Richards, Dr. Pickert and Mr. Wood. Ms. Rossi received a restricted stock award on June 1, 2024 and then received an additional prorated 2024 award on December 1, 2024 in connection with her appointment as Executive Vice President, Chief Financial Officer and Treasurer on October 1, 2024. The June 1, 2024 awards to the then-current NEOs and Ms. Rossi's December 1, 2024 award were divided equally into performance share awards and time-based restricted stock awards. 50% of the equity-based awards for 2024 were granted in performance shares that:

  86. Equity-Based Awards

    | Use a financial metric: | Have rigorous performance goals: | | Shares are earned based on the achievement of Adjusted EBITDA goals, which we believe drive shareholder value creation. We believe Adjusted EBITDA is a key driver of market capitalization value and is linked to shareholder returns. In addition, the vesting of the performance share awards is also subject to a ROIC payout modifier, as discussed further below. | One-third of the target award was eligible to be earned if Adjusted EBITDA during the measurement period equaled or exceeded $205 million. NEOs were eligible to receive an above-target payout for one-third of the target award only if Adjusted EBITDA equaled or exceeded $215 million. The Adjusted EBITDA performance goals for years two and three of the three-year performance period will be established at the beginning of each year during the performance period. These goals vary year-to-year, based on various factors that may have a direct impact on the results for the performance period, including the effects of volume and reimbursement-related factors and acquisition and organic growth-related activities. |

  87. Equity-Based Awards

    | The approach described in the table above reflects the Compensation and Talent Committee’s desire to set rigorous performance goals in a highly volatile and uncertain environment, while also rewarding NEOs when the Company achieves these goals and delivers sustained results for our shareholders. | Why We Use Adjusted EBITDA We from time to time incur certain expenses that we do not consider representative of our underlying operations, including transformational and restructuring related expenses. Accordingly, we report Adjusted EBITDA from continuing operations, defined as income (loss) from continuing operations before interest, taxes, depreciation and amortization, and transformational and restructuring related expenses. The Adjusted EBITDA measure is also intended to be further adjusted as necessary to exclude various non-ordinary course activities such as the impairment losses and losses on disposal of businesses in 2024. The Compensation and Talent Committee strives to set financial targets that are both challenging and realistic and uses Adjusted EBITDA as a performance measure for its equity-based awards because it believes that it more accurately reflects underlying business trends and performance across reporting periods on a consistent basis. | | In setting financial performance goals for the performance share awards, the Compensation and Talent Committee received recommendations from management based on the Company’s strategic plan for the performance measurement period. The Compensation and Talent Committee, working with its independent compensation consultant and Company management, evaluated the impact of various drivers on revenue and Adjusted EBITDA in determining the 2024 grants. | | | The 2024 performance goals incorporate specific factors that were expected to have a direct impact on the results for this performance period, while remaining challenging to achieve. The targets for the 2024 performance period differ from the Company’s historical five-year averages because of volatility in the various drivers that impact results from year to year. Other drivers considered in setting the performance goals included but were not necessarily limited to: acquisition-related activities, including size, type, timing and volume of acquisitions; organic growth initiatives; various | |

  88. Equity-Based Awards

    expense-related initiatives; same-unit volume growth; and reimbursement-related factors, including payor mix. The Compensation and Talent Committee established Adjusted EBITDA goals that reflected the financial challenges and uncertain operating environment at the time the goals were established, particularly with regard to year-over-year changes in Adjusted EBITDA, that the Compensation and Talent Committee felt were rigorous yet achievable. At the time the goals were approved, the Company’s internal forecast for the performance share measurement period projected a decrease in Adjusted EBITDA as compared to 2023. The goals for the second tranche of 2023 performance share awards was consistent with the bottom end of the external guided range provided in February 2024. The Company also used the bottom end of the external guided range as the target Adjusted EBITDA for purposes of setting the goals for the performance share awards issued in 2023 and the decrease in the target Adjusted EBITDA for 2024 as compared to 2023 reflects the Company's lower guidance for the year. The differences between the goals used for the 2024 performance share awards and the second tranche of the 2023 performance share awards that were issued in 2024 reflect the different annual measurement periods used for such awards. The Compensation and Talent Committee believes the above approach used to establish financial performance goals for performance share awards results in goals that are challenging yet realistic and achievable, adequately rigorous and effective in continuing to motivate the executive team. Accordingly, the Committee believes the performance shares awarded appropriately align Company performance with executive compensation. While this discussion of 2024 equity awards relates to performance targets for the 2024 performance period, we believe our approach to granting performance shares also creates long-term alignment, given that the value of the award realized by the NEOs will depend on the value of our stock when the shares vest over a multi-year period, with any of the earned performance shares vesting in the third year, as opposed to prior year grants where half of the performance shares vest on an annual basis over a two year period and half vest in the third year.

  89. Equity-Based Awards

    Our performance-based equity awards have three, one-year performance periods, with new performance goals established at the beginning of each year for that year. Awards for which the performance goals have been met will vest at the end of the full three-year period. We have also implemented a ROIC modifier, measured over a three-year period, as an additional performance measure for these performance-based equity awards. As a result, we believe our NEOs are incentivized not only to execute the Company’s strategy but also to maintain discipline in its acquisition and organic growth-related activities and processes in order to generate sustainable longer-term growth and increased shareholder value. We believe our approach also addresses our critical need to retain the highest-caliber executives — especially as the challenges in the healthcare sector grow increasingly more complex and competition for executive talent in the healthcare sector increases.

  90. Equity-Based Awards

    | Equity Component | How It Works | | Performance Share Awards (50%) Purpose: To have the percentage of shares earned vary with Company performance achievement of pre-established goals | • Performance share awards divided into three equal tranches, with the first tranche having a grant date of June 1, 2024 and grant dates for the second and third tranches to be determined in 2025 and 2026. • The performance share award is tied to three different annual Adjusted EBITDA results. • Performance for the first tranche will be measured over a one-year period from April 1, 2024 through March 31, 2025. Adjusted EBITDA performance measures for tranches two and three will be determined in 2025 and 2026, respectively. • If shares are earned during this initial measurement period, they will vest on June 1, 2027, subject to continued employment. • Shares earned will be subject to a ROIC modifier, such that any earned shares may be decreased by 20% or increased by 20%, based on the three-year average ROIC. If the three-year average ROIC is below 5%, the earned share amount will be decreased by 20%. If the three-year average ROIC is above 12%, the earned share amount will be increased by 20%. The maximum overall payout is capped at 200% of target. • Shares earned may vary from 0% to 200% of target based on achievement of Adjusted EBITDA results during the initial measurement period: |

  91. Equity-Based Awards

    | | * To be adjusted as necessary to exclude the impacts of the following items that are not anticipated in the Company’s fiscal budget: (i) contract issues, including material changes in reimbursement inconsistent with historical trends, any impact related to surprise billing legislation and any unreasonable conduct of payors prompted by or related to this or similar legislation; (ii) legal expenses related to litigation, legal settlements or judgments; (iii) incremental costs incurred or deterioration in results from cybersecurity attacks that impact the Company or any of its third-party service providers ; (iv) incremental costs incurred or deterioration in results from transition-related activities for revenue cycle management; (v) incremental costs incurred or deterioration in results from the closure or sale of practices, businesses and other activities; and (vi) other one-time, material items outside of the ordinary course of business of the Company and outside of the control of the Company’s executive management. | | | (1) Actual percentage of shares earned would be determined by linear interpolation based on the actual growth rate achieved. In each case, any earned performance shares would be subject to additional time-based vesting as described above. | | Restricted Stock Awards (50%) Purpose: To encourage the retention of executives, while providing a continuing incentive to increase shareholder value since the realized value of the award will depend on the Company’s share price at the time an award vests. | Shares will vest at the rate of one-quarter per year on each of the first two anniversaries of the grant date and one-half on the third anniversary of the grant date, subject to continued employment. |

  92. Other Practices, Policies & Guidelines

    Other Practices, Policies & Guidelines Equity Grant Practices The Compensation and Talent Committee determines the effective date of annual equity-based awards without regard to current or anticipated stock price levels and we have not timed, nor do we intend to time, the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company does not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments ("Options"). Accordingly, we have no specific policy or practice on the timing of awards of Options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of Options, the Board will evaluate the appropriate steps to take in relation to the timing of such grants as it relates to the disclosure of material nonpublic information. The Compensation and Talent Committee made the 2024 annual equity grant to NEOs in June 2024 and may also make, and in the past has made, grants during the course of the year, primarily for new hires, promotions, to retain valued employees or to reward exceptional performance. These grants may be subject to performance conditions and/or time-based vesting and are issued on the date of grant approval or upon a date certain following the grant approval date. The Compensation and Talent Committee does not plan to grant off-cycle awards to any executive officers of the Company unless it is part of their initial hiring process or due to a promotion. We follow equity grant procedures designed to promote the proper authorization, documentation and accounting for all equity grants. Pursuant to these procedures the Compensation and Talent Committee or the Board of Directors must formally approve all equity awards during an in person or telephonic meeting or by the unanimous written consent executed by all members of the Compensation and Talent Committee or the Board of Directors, as the case may be, it being understood that no equity award granted pursuant to any such written consent may have an effective date earlier than the date that all executed counterparts of such unanimous written consent are delivered to the General Counsel of the Company. The grant-date fair value of our equity-based awards will be the closing sales price for a share of our common stock as reported on the New York Stock Exchange on the effective date of the grant as approved by the Compensation and Talent Committee or the Board of Directors, which date may not be prior to either the date such grant was approved or the commencement date of employment of the employee to whom the equity award is being made. Our “insiders” can only buy or sell Company stock in accordance with our Insider Trading Policy, and our employees generally can only buy or sell Company stock in accordance with our Policy Statement on Inside Information and Insider Trading for All Employees. NEOs are allowed to vote performance shares and restricted stock as a shareholder based on the number of shares held under restriction. Any dividends declared with respect to any performance share or restricted stock awards would be held until the awards vest, at which time the dividends would be paid to the NEOs. If performance shares or restricted stock are forfeited, the NEO’s rights to receive the dividends declared with

  93. Other Practices, Policies & Guidelines

    respect to those shares would be forfeited as well. At present, the Company does not pay dividends and it has no current intention to do so in the future. Clawback Policy The Company previously adopted a “clawback policy” that permits the Company to seek to recover certain amounts of incentive compensation, including both cash and equity, awarded to any executive officer (as defined in the Exchange Act) on or after the effective date of the policy, if payment of such compensation was based on the achievement of financial results that were subsequently the subject of a restatement of our financial statements due to misconduct, and if the executive officer engaged in improper conduct that materially contributed to the need for restatement, and a lower amount of incentive compensation would have been earned based on the restated financial results. Such policy applies to incentive compensation received by an executive officer on or before October 1, 2023. In November 2023, the Board of Directors approved the NYSE Clawback Policy to comply with the final rules of the New York Stock Exchange regarding the clawback of executive compensation. The NYSE Clawback Policy applies to any incentive-based compensation received by any current or former executive officer on or after October 2, 2023. Stock Ownership and Retention Policy The Compensation and Talent Committee believes that the Company’s Board of Directors and NEOs should maintain a material personal financial stake in the Company through the ownership of shares of the Company’s common stock to promote a long-term perspective in managing the enterprise and to align shareholder, Director and executive interests. Each of our NEOs are required to own shares of Pediatrix common stock with a value of not less than a specified multiple of his or her base salary. The policy also requires NEOs to retain 50% of net after-tax shares acquired during the year upon vesting (or exercise of stock options) unless his or her ownership level was satisfied as of the beginning of the year. These multiples were determined in accordance with current market practice. Each covered person is expected to meet the minimum share ownership value not later than the end of the fifth full calendar year following becoming subject to the policy. As of December 31, 2024, Dr. Swift and Ms. Rossi were each in the transition period under the policy to attain their required stock ownership and Ms. Moore was in compliance with the guidelines. The chart below shows the multiple of base salary ownership requirements and whether the NEOs that were serving as executive officers at year end were in compliance as of December 31, 2024:

  94. Other Practices, Policies & Guidelines

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | James D. Swift, M.D. | 2024 | $650,000 | $— | $1,180,087 | — | $1,462,500 | $8,425(3) | $3,301,012 | | Former Chief Executive Officer | 2023 | $650,000 | $390,000(2) | $1,025,015 | — | $162,500 | $10,324(3) | $2,237,839 | | | 2022 | $450,000 | $— | $825,007 | — | $90,000 | $9,534(3) | $1,374,541 | | Kasandra H. Rossi | 2024 | $368,750 | $— | $391,685 | — | $573,750 | $10,571(4) | $1,344,756 | | Executive Vice President, | | | | | | | | | | Chief Financial Officer & Treasurer | | | | | | | | | | Mary Ann E. Moore | 2024 | $485,417 | $— | $767,540 | — | $1,125,000 | $10,635(5) | $2,388,592 | | Executive Vice President, | 2023 | $475,000 | $228,000(2) | $1,026,683 | — | $95,000 | $10,305(5) | $1,834,988 | | General Counsel, Chief Administrative Officer and Secretary | 2022 | $437,500 | — | $750,006 | — | $95,000 | $9,516(5) | $1,292,022 | | C. Marc Richards | 2024 | $375,000 | $— | $1,074,554 | — | $375,342 | $955,513(6) | $2,780,409 | | Former Executive Vice President, | 2023 | $500,000 | $240,000(2) | $933,350 | — | $100,000 | $10,326(6) | $1,783,676 | | Chief Financial Officer | 2022 | $500,000 | — | $1,400,019 | — | — | $9,576(6) | $1,909,595 | | Curtis B. Pickert, M.D. | 2024 | $500,000 | $— | $767,540 | — | $868,648 | $10,545(7) | $2,146,733 | | Former Executive Vice President, Chief Physician Executive | 2023 | $500,000 | $240,000(2) | $1,026,683 | — | $100,000 | $10,170(7) | $1,876,853 | | Lee A. Wood | 2024 | $220,550 | $— | $575,655 | — | $163,305 | $772,652(8) | $1,732,162 | | Former Executive Vice President, National and Market Operations | 2023 | $425,000 | $153,000(2) | $740,009 | — | $63,750 | $10,262(8) | $1,392,021 |

  95. Other Practices, Policies & Guidelines

    | Year | Summary Compensation Table (“SCT”) Total for First PEO(1) | SCT Total for Second PEO(1) | SCT Total for Third PEO(1) | Compensation Actually Paid (“CAP”) to First PEO(2) | CAP to Second PEO | CAP to Third PEO | Average SCT Total for Non-PEO NEOs(3) | Average CAP to Non-PEO NEOs(2)(3) | | 2024 | $3,301,012 | N/A | N/A | $4,424,038 | N/A | N/A | $2,078,530 | $2,611,401 | | 2023 | $2,237,839 | N/A | N/A | $1,620,732 | N/A | N/A | $1,721,885 | $1,191,132 | | 2022 | N/A | $4,655,746 | N/A | N/A | $540,703 | N/A | $1,699,411 | $364,560 | | 2021 | N/A | $6,848,969 | N/A | N/A | $9,015,601 | N/A | $2,107,197 | $2,525,213 | | 2020 | N/A | $6,438,682 | $7,597,254 | N/A | $6,438,682 | $4,870,493 | $3,196,697 | $2,468,265 |

  96. Relationship Between “Compensation Actually Paid” and Performance

    Relationship Between “Compensation Actually Paid” and Performance As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. The Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) (“CAP”) for a particular year. The following chart shows the relationship of the compensation actually paid to our PEOs and the average compensation actually paid to our other non-PEO NEOs to the total shareholder return for the Company (“PDX”) and for the S&P 600 Healthcare Index (“S&P 600 HC”).

  97. Relationship Between “Compensation Actually Paid” and Performance

    | Pediatrix Medical Group, Inc. | 66 | 2025 Proxy Statement |

  98. Relationship Between “Compensation Actually Paid” and Performance

    The following chart shows the relationship of the compensation actually paid to our PEOs and the average compensation actually paid to our other non-PEO NEOs as compared to our net (loss) income and our Adjusted EBITDA (“AEBITDA”).

  99. Tabular List of Most Important Financial Performance Measures

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Mark S. Ordan | $980,000 | $150,001 | $1,130,001 | | Guy P. Sansone | $130,000 | $150,001 | $280,001 | | Laura A. Linynsky | $80,000 | $150,001 | $230,001 | | Thomas A. McEachin | $102,500 | $150,001 | $252,501 | | Michael A. Rucker | $92,500 | $150,001 | $242,501 | | John M. Starcher, Jr. | $80,000 | $150,001 | $230,001 | | Shirley A. Weis | $95,000 | $150,001 | $245,001 | | Sylvia J. Young | $80,000 | $150,001 | $230,001 |