DEF 14A of Pediatrix Medical Group, Inc., Mar 27, 2026

DEF 14A of Pediatrix Medical Group, Inc.

Filed Mar 27, 2026 · FY20250001193125-26-127299

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | Section III: Executive Summary | 31 | | 2025 Business Highlights | 31 | | 2025 Financial Information | 32 | | Response to Say-on-Pay Vote and Shareholder Outreach | 32 | | 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 | | 2025 Base Salary Decisions | 39 | | Annual Bonuses | 39 | | 2025 Annual Bonus Program | 39 | | Equity-Based Awards | 44 | | 2025 Equity-Based Awards | 44 | | 2025 Tranches of Prior Year Performance Share Awards | 47 | | Actual Performance and Shares Earned under Performance Share Awards | 49 | | Other Practices, Policies & Guidelines | 51 | | Equity Grant Practices | 51 | | Clawback Policy | 52 | | Stock Ownership and Retention Policy | 52 | | Anti-Hedging and Anti-Pledging Policy | 53 | | Retirement and Deferred Compensation Plans | 53 | | Benefits and Perquisites | 53 | | Employment Agreements | 54 | | Summary Compensation Table | 55 | | Grants of Plan-Based Awards in 2025 | 56 | | Outstanding Equity Awards at 2025 Fiscal Year-End | 57 | | Stock Vested in Fiscal Year 2025 | 58 | | Potential Payments Upon Termination or Change in Control | 58 | | Chief Executive Officer Pay Ratio | 62 | | Pay Versus Performance | 63 | | Director Compensation | 69 | | Share Ownership Information | 70 | | Security Ownership of Certain Beneficial Owners and Management | 70 | | Independent Auditors | 72 | | Independent Auditors | 72 | | Fees Paid to Independent Auditors | 72 | | Audit Fees | 72 | | Audit-Related Fees | 72 | | Tax Fees | 72 | | All Other Fees | 72 | | Pre-Approval Policies and Procedures | 73 | | Proposal 2: Ratification of the Appointment of Independent Auditors | 74 | | Proposal 3: Advisory Vote on Executive Compensation | 75 | | Proposal 4: Approval of the Pediatrix Medical Group, Inc. Second Amended and Restated 2008 Incentive Compensation Plan | 77 | | Other Business | 89 | | Availability of Annual Report on Form 10-K | 89 |

  2. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | Pediatrix Medical Group, Inc. | ii | 2026 Proxy Statement |

  3. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | Information Concerning Shareholder Proposals | 89 |

  4. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | Exhibit A - Pediatrix Medical Group, Inc. Second Amended and Restated Incentive Compensation Plan | A-1 |

  5. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    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, 2025. 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.

  6. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | 2026 Proxy Statement | iii | Pediatrix Medical Group, Inc. |

  7. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | Proxy Statement | | | We are furnishing this Proxy Statement and related materials to our shareholders as part of the solicitation of proxies by the Board of Directors for use at our 2026 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 our affiliated business corporations or professional associations, professional corporations, limited liability companies and partnerships. | |

  8. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    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 27, 2026 to our shareholders of record at the close of business on March 9, 2026. Questions and Answers About Our Annual Meeting What Is the Date, Time and Place of the Annual Meeting? Our 2026 Annual Shareholders’ Meeting will be held on Thursday, May 7, 2026, 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 5, 2026 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.

  9. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | 2026 Proxy Statement | 1 | Pediatrix Medical Group, Inc. |

  10. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    What Is the Purpose of the Annual Meeting? At the annual meeting, our shareholders will be asked to: • elect nine 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 2026 fiscal year; • conduct an advisory vote regarding the compensation of our named executive officers for the 2025 fiscal year; • approve the Pediatrix Medical Group, Inc. Second Amended and Restated 2008 Incentive Compensation Plan; 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 9, 2026, 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, 83,072,104 shares of our common stock were issued and outstanding and were held by approximately 150 holders of record. What Are the Voting Rights of Pediatrix’s Shareholders? Our 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 9, 2026, you may 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, the advisory vote on executive compensation and the approval of the Pediatrix Medical Group, Inc. Second Amended and Restated 2008 Incentive Compensation Plan 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.”

  11. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | Pediatrix Medical Group, Inc. | 2 | 2026 Proxy Statement |

  12. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    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, the advisory vote on executive compensation or the approval of the Pediatrix Medical Group, Inc. Second Amended and Restated 2008 Incentive Compensation Plan. 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 6, 2026; 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 12-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 12-digit control number provided to you by your bank or broker. If you hold your shares in “street name” and do not have your 12-digit control number, please contact your bank or broker prior to the annual meeting.

  13. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | 2026 Proxy Statement | 3 | Pediatrix Medical Group, Inc. |

  14. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    If you hold shares of our common stock in the Pediatrix Medical Group, Inc. Amended and Restated 2008 Incentive Compensation Plan, as amended, 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 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 5, 2026. 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 the 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 “against” 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, the ratification of the appointment of our independent auditors and the approval of the Pediatrix Medical Group, Inc. Second Amended and Restated 2008 Incentive Compensation Plan 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 nine 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 2026 fiscal year; • “FOR” the approval of the compensation of our named executive officers for the 2025 fiscal year; and “FOR” the approval of the Pediatrix Medical Group, Inc. Second Amended and Restated 2008 Incentive Compensation Plan.

  15. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | Pediatrix Medical Group, Inc. | 4 | 2026 Proxy Statement |

  16. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    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 nine 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 2026 fiscal year; • “FOR” the approval of the compensation of our named executive officers for the 2025 fiscal year; • “FOR” the approval of the Pediatrix Medical Group, Inc. Second Amended and Restated 2008 Incentive Compensation Plan; and • in accordance with the recommendation of the 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 our Secretary a duly executed revocation of proxy, by properly submitting, either by telephone, mail or Internet, a proxy to our 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, our 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.

  17. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | 2026 Proxy Statement | 5 | Pediatrix Medical Group, Inc. |

  18. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    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 5, 2026 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 Finance 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. What Is Householding and How Does It Affect Delivery of Proxy Materials? The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for annual reports, proxy statements, and E-Proxy Notices with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies. If you and other shareholders of record with whom you share an address currently receive multiple copies of our annual report, proxy statement, or E-Proxy Notice and would like to participate in our householding program, please contact our transfer agent, Computershare Investor Services, by calling toll-free at 877-373-6374, or by writing to Computershare Investor Services, P.O. Box 43006, Providence, Rhode Island 02940-3006. Alternatively, if you participate in householding and wish to revoke your consent and receive separate copies of our annual report, proxy statement, or E-Proxy Notice, please contact our Secretary as described above. In addition, we will promptly deliver, upon the written or oral request to our Secretary, at the address or telephone number above, a separate copy of our annual report, proxy statement, or E-Proxy Notice to a shareholder at a shared address to which a single copy of the documents was delivered. A number of brokerage firms have instituted householding. If you hold your shares in street name, please contact your bank, broker or other holder of record to request information about householding.

  19. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | Pediatrix Medical Group, Inc. | 6 | 2026 Proxy Statement |

  20. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    Proposal 1: Election of Pediatrix’s Directors Our 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 the Board of Directors will be determined from time to time by resolution adopted by the 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 2026 by the holders of our common stock are as follows:

  21. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | Laura A. Linynsky, who has served as a Director since May 2022; Thomas A. McEachin, who has served as a Director since July 2020; Kurt D. Newman, M.D., who has served as Director since July 2025; 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; | Michael A. Rucker, who has served as a Director since May 2019; 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; John M. Starcher, Jr., who has served as a Director since July 2020; Shirley A. Weis, who has served as a Director since July 2020; and Sylvia J. Young, who has served as a Director since May 2023. |

  22. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    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 our 2027 Annual Meeting of Shareholders, which is expected to be held in May 2027, or until a successor has been duly elected and qualified. The 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 the 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.

  23. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | | The Pediatrix Board of Directors recommends a vote “FOR” Proposal 1 to elect each of the nine nominees for Director named in this Proxy Statement. |

  24. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | 2026 Proxy Statement | 7 | Pediatrix Medical Group, Inc. |

  25. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    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 our business through discussions with our 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

  26. What Committees Have Our Board of Directors Established?

    What Committees Have Our Board of Directors Established? The standing committees of the 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 our Secretary at 1301 Concord Terrace, Sunrise, Florida 33323.

  27. How Many Times Did Our Board of Directors Meet During 2025?

    How Many Times Did Our Board of Directors Meet During 2025? During 2025, the Board of Directors held five meetings and also took certain actions via unanimous written consent. Committees of the Board of Directors held a combined total of 13 meetings, and also took certain actions via unanimous written consent. Each Director attended at least 75% of the total number of meetings of the Board of Directors and its committees held during 2025, except for Mr. Starcher who attended 8 out of 11 Board of Directors and applicable committee meetings (73%). Mr. Starcher was unavailable to attend certain meetings due to pre-existing conflicts; however, he remained engaged through review of materials and consultation with the Chair of the Board, Lead Independent Director and applicable committee Chairs. Although Pediatrix has no formal policy with respect to its Directors’ attendance at our Annual Shareholders’ Meetings, all of our Directors attended the Annual Shareholders’ Meeting virtually in 2025.

  28. 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.

  29. Are a Majority of Our Directors Independent?

    | Pediatrix Medical Group, Inc. | 8 | 2026 Proxy Statement |

  30. 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 James D. Swift, M.D. served as our Chief Executive Officer from January 2023 until January 2025. 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 the 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.

  31. 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.

  32. Does Pediatrix Have a Director Retirement Age Policy?

    | Pediatrix Medical Group, Inc. | 12 | 2026 Proxy Statement |

  33. 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 our 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 the 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 our financial statements are complete, accurate or in compliance with accounting principles generally accepted in the United States (“GAAP”). This is the responsibility of our management and independent auditors. Our primary function is to assist the Board of Directors in their evaluation and oversight of the integrity of the financial statements and internal control over financial reporting, the qualifications and independence of our independent auditors and the performance of our audit functions. In addition, while we are also responsible for assisting the Board of Directors in their evaluation and oversight of the Company's compliance with applicable laws and regulations, it is not our duty to ensure compliance with such laws and regulations or the Pediatrix Compliance Plan and related policies. We are also responsible for overseeing, discussing and evaluating the Company'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 the Company's auditing, accounting and financial reporting processes. As part of this responsibility, we oversee the Company’s internal audit function, including reviewing the scope and results of internal audit activities. Management is responsible for our financial statements and the financial reporting process, including the system of internal controls. We also review the preparation by management of our quarterly and annual financial statements. Our 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. The independent auditors are also responsible for auditing and reporting on the effective operation of our internal control over financial reporting. We are responsible for retaining the 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 our management, independent auditors, and our internal auditors. Management advised us that the 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, 2025. In addition, we reviewed and discussed the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Company's periodic reports, key accounting and reporting issues and the scope, adequacy and assessments of our internal controls and disclosure controls and procedures with management and the 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.

  34. Does Pediatrix Have a Director Retirement Age Policy?

    | 2026 Proxy Statement | 13 | Pediatrix Medical Group, Inc. |

  35. Does Pediatrix Have a Director Retirement Age Policy?

    Based on our review with management and the independent auditors of the audited consolidated financial statements and internal control over financial reporting and the independent auditors’ report on such financial statements and their evaluation of our 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, 2025 be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, 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

  36. Does Pediatrix Have a Director Retirement Age Policy?

    | Pediatrix Medical Group, Inc. | 14 | 2026 Proxy Statement |

  37. Does Pediatrix Have a Director Retirement Age Policy?

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

  38. Does Pediatrix Have a Director Retirement Age Policy?

    | Name | Age | Position with Pediatrix | | Mark S. Ordan | 67 | Chair of the Board of Directors and Chief Executive Officer | | Guy P. Sansone(1)(2)(3)(4) | 61 | Lead Independent Director | | Laura Linynsky(2)(4) | 58 | Director | | Thomas A. McEachin(1)(2)(3) | 73 | Director | | Kurt D. Newman(3) | 74 | Director | | Michael A. Rucker(2)(3) | 56 | Director | | John M. Starcher, Jr.(1)(4) | 55 | Director | | Shirley A. Weis(1)(3)(4) | 72 | Director | | Sylvia J. Young(2)(4) | 64 | Director | | Kasandra H. Rossi | 53 | Executive Vice President, Chief Financial Officer and Treasurer | | Mary Ann E. Moore | 66 | Executive Vice President, General Counsel, Chief Administrative Officer and Secretary | | Don Gregory Neeb | 58 | Executive Vice President, Chief Investment and Strategy Officer |

  39. 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. Member of the Compensation and Talent Committee.

  40. Does Pediatrix Have a Director Retirement Age Policy?

    | 2026 Proxy Statement | 15 | Pediatrix Medical Group, Inc. |

  41. Does Pediatrix Have a Director Retirement Age Policy?

    The biographical information for each of the nominees for Director and Executive Officers is included below.

  42. 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: 67 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. |

  43. 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 as Chief Executive Officer of Quality Care Properties, Inc. (formerly NYSE:QCP), Washington Prime Group Inc. (NYSE:WPG), Sunrise Senior Living, Inc. (formerly NYSE:SZR) and The Mills Corporation (NYSE:MLS), and was founder and Chief Executive Officer of Fresh Fields Markets, which later merged with Whole Foods Markets. Mr. Ordan has served on the Board of Directors of The Carlyle Group (NASDAQ:CG) since April 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 President of the Board of the Holton-Arms School. He previously served as Chairman of the U.S. Chamber of Commerce and served for 20 years on the Board of Vassar College. Mr. Ordan received a B.A. in Philosophy from Vassar College and an MBA from Harvard Business School.

  44. Does Pediatrix Have a Director Retirement Age Policy?

    | Pediatrix Medical Group, Inc. | 16 | 2026 Proxy Statement |

  45. Does Pediatrix Have a Director Retirement Age Policy?

    | Guy P. Sansone Lead Independent Director Director Since: 2020 Age: 61 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. |

  46. 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, 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.

  47. Does Pediatrix Have a Director Retirement Age Policy?

    | 2026 Proxy Statement | 17 | Pediatrix Medical Group, Inc. |

  48. Does Pediatrix Have a Director Retirement Age Policy?

    | Laura A. Linynsky Director Director Since: 2022 Age: 58 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. |

  49. 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 (formerly 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). 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.

  50. Does Pediatrix Have a Director Retirement Age Policy?

    | Pediatrix Medical Group, Inc. | 18 | 2026 Proxy Statement |

  51. Does Pediatrix Have a Director Retirement Age Policy?

    | Thomas A. McEachin Director Director Since: 2020 Age: 73 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. |

  52. 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 holds a B.S. from New York University and an MBA from Stanford University.

  53. Does Pediatrix Have a Director Retirement Age Policy?

    | Kurt D. Newman, M.D. Director Director Since: 2025 Age: 74 Committees: Nominating and Corporate Governance Committee | The Board of Directors has concluded that Dr. Newman’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 Children's National Hospital, Washington, D.C. |

  54. Does Pediatrix Have a Director Retirement Age Policy?

    Kurt D. Newman, M.D. has been a Director of the Company since July 2025. Dr. Newman served on the Board of Directors and as President and Chief Executive Officer of Children's National Hospital, Washington, D.C., from 2011 through June 2023. Dr. Newman joined Children’s National Hospital as a surgical fellow in 1984, following a general surgery residency at the Brigham and Women's Hospital and Harvard Medical School, and became Surgeon-in-Chief and Senior Vice President for the Joseph E. Robert, Jr. Center for Surgical Care in 2003. He was instrumental in developing the vision and was the founding Vice President for the Sheikh Zayed Institute for Pediatric Surgical Innovation at Children’s National. Dr. Newman is Professor Emeritus of Surgery and Pediatrics at the George Washington University School of Medicine and Health Sciences. He is the author of a 2017 medical memoir, Healing Children: A Surgeon’s Stories from the Frontiers of Pediatric Medicine. Dr. Newman received his B.A. from the University of North Carolina at Chapel Hill and his M.D. from Duke University School of Medicine. In 2023, he was honored with the Distinguished Alumnus Award by the Duke University School of Medicine. In 2021, Dr. Newman received the CEO of the Year award from the Washington Business Journal. Dr. Newman was also inducted into the Washington Business Hall of Fame in 2023. In 2024, Dr. Newman was awarded the HX24 Lifetime Achievement Award by Press Ganey.

  55. Does Pediatrix Have a Director Retirement Age Policy?

    | 2026 Proxy Statement | 19 | Pediatrix Medical Group, Inc. |

  56. Does Pediatrix Have a Director Retirement Age Policy?

    | Michael A. Rucker Director Director Since: 2019 Age: 56 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. |

  57. 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 an Operating Partner of Triple Aim Partners, a company that partners with leaders to build healthcare companies that improve the quality, experience and total cost of healthcare, since May 2025. Mr. Rucker served as Chief Executive Officer from May 2017 to April 2025 and as a member of the Board of Directors since 2016 of Ivy Rehab Network, Inc., one of the nation's largest networks of physical therapy clinics in the United States. Mr. Rucker has served as a member of the Board of Directors of Luminary Hospice, a hospice care provider focused on personalized end-of-life care, Guidelight Health, a mental health care provider, and Steadfast Health, a healthcare organization focused on providing evidence-based treatments for substance abuse disorders, since 2025. Previously, 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.

  58. Does Pediatrix Have a Director Retirement Age Policy?

    | Pediatrix Medical Group, Inc. | 20 | 2026 Proxy Statement |

  59. Does Pediatrix Have a Director Retirement Age Policy?

    | John M. Starcher, Jr. Director Director Since: 2020 Age: 55 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. |

  60. 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 and Ensemble Health Partners, where he also serves as Chair of the Board of Directors. 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.

  61. Does Pediatrix Have a Director Retirement Age Policy?

    | 2026 Proxy Statement | 21 | Pediatrix Medical Group, Inc. |

  62. Does Pediatrix Have a Director Retirement Age Policy?

    | Shirley A. Weis Director Director Since: 2020 Age: 72 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. |

  63. 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.

  64. Does Pediatrix Have a Director Retirement Age Policy?

    | Sylvia J. Young Director Director Since: 2023 Age: 64 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. |

  65. 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. (NASDAQ: CBLL), a 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 (NASDAQ: LINC). She also serves on the Board of Directors of Lincoln Technical Institute (NASDAQ: LINC) and is a member of the Compensation Committee and 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.

  66. Does Pediatrix Have a Director Retirement Age Policy?

    | Pediatrix Medical Group, Inc. | 22 | 2026 Proxy Statement |

  67. Does Pediatrix Have a Director Retirement Age Policy?

    | Kasandra H. Rossi Executive Vice President, Chief Financial Officer and Treasurer Age: 53 |

  68. 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.

  69. Does Pediatrix Have a Director Retirement Age Policy?

    | Mary Ann E. Moore Executive Vice President, General Counsel, Chief Administrative Officer and Secretary Age: 66 |

  70. 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.

  71. Does Pediatrix Have a Director Retirement Age Policy?

    | Don Gregory Neeb Executive Vice President, Chief Investment and Strategy Officer Age: 58 |

  72. Does Pediatrix Have a Director Retirement Age Policy?

    Greg Neeb was appointed to serve as the Company’s Executive Vice President, Chief Investment and Strategy Officer in August 2025. Prior to his appointment, Mr. Neeb served as Managing Member of Neeb Management LLC and Neeb Investments LLC, healthcare and real estate advisory and investment firms he founded in 2013, serving global institutional clients. From 2016 to 2018, Mr. Neeb served as President and Chief Investment Officer of Quality Care Properties, Inc. (formerly NYSE: QCP) prior to its sale to Welltower Inc. and ProMedica Health System. From 2008 to 2013, Mr. Neeb served as Chief Investment and Administrative Officer for Sunrise Senior Living, Inc. (formerly NYSE: SRZ) prior to its sale to Welltower Inc. and Kohlberg Kravis Roberts & Co. LP. From 1995 to 2007, Mr. Neeb served as Chief Investment Officer for The Mills Corporation (formerly NYSE: MLS), prior to its sale to Simon Property Group and Farallon Capital Management. From 1989 to 2004, Mr. Neeb worked as a Manager at Kenneth Leventhal & Company, serving real estate and financial institution clients. Mr. Neeb earned a B.B.A. from the University of Michigan Ross School of Business.

  73. Does Pediatrix Have a Director Retirement Age Policy?

    | 2026 Proxy Statement | 23 | Pediatrix Medical Group, Inc. |

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

    Conversations with our shareholders were generally led by our Chief Executive Officer and Chief Financial Officer. In the area of Company operations, risks and opportunities, topics of particular shareholder interest were the regulatory environment, specifically the current state of the independent dispute resolution process under the No Surprises Act and our relationships with health insurance carriers; our transition to a hybrid revenue-cycle management function; clinical compensation cost trends as related to the broader inflationary environment; and opportunities for growth. 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 2024 executive compensation program as disclosed in our 2025 proxy statement by approximately 93% of the shares voted, shareholders continued to express their support for our executive compensation program, particularly our use of performance-based equity awards to better align pay with long-term performance, our use of an ROIC component in 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 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, together with an ROIC modifier that is measured over the three-year cumulative performance period. Awards for which the performance goals have been met will vest at the end of the full three-year period. 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 approach to performance-based equity awards, we continued to issue awards with three one-year performance periods during 2025. Structured Non-Financial Metrics Under our bonus program, we establish clear non-financial bonus metrics at the beginning of each year with the weighting of various categories/metrics. In addition, in our Proxy Statement, we describe the assessment process and key considerations in scoring the results of our non-financial performance metrics. Our Compensation and Talent Committee believes that the compensation program for our executives is constructed in a way to support long-term shareholder value creation. For more information on the Compensation and Talent Committee’s approach to measuring pay for performance, see the section entitled Measuring Pay-for-Performance at Pediatrix.

  75. 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), are 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. | | - | 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 growing organically in our specialties or adjacent specialties, and any multi-year goals would necessarily need to reflect assumptions and projections about 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 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 our constituents. The Compensation and Talent Committee will continue to refine its approach as the healthcare landscape continues to evolve. |

  76. 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. |

  77. 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 our 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 2025 compensation comparisons, which was the same peer group used for purposes of 2024 compensation comparisons.

  78. 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. 2025 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 vast majority of the annual bonus program is earned based on the achievement of financial metrics, with 80% of the target amount tied to achievement of certain Adjusted Income from Operations goals. The remaining 20% of the target amount is tied to the achievement of certain non-financial metrics.

  79. Annual Bonuses

    | 2026 Proxy Statement | 39 | Pediatrix Medical Group, Inc. |

  80. Annual Bonuses

    Financial Metrics In 2025, 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 2025 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 2025 was consistent with the bottom end of the Company's external guided range provided in February 2025. And while the 2025 target AIFO of $181 million was slightly below the 2024 actual AIFO of $183.6 million, 2024 was a leap year, and the impact on 2024 AIFO from that additional day was approximately $3 million. Accordingly, the 2025 target AIFO was in line with 2024 performance. The 2025 target AIFO took into consideration the challenges in the overall healthcare environment in which we operate, and in particular, reimbursement pressure, labor shortages, and general operating cost increases. The 2025 target reflects an organization that is focused on stability and preservation of its operating margins, prioritizing these over short-term growth. The financial components of the 2025 bonus guidelines were as follows:

  81. Annual Bonuses

    | Adjusted Income from Operations: Performance Goals* | % of Target Bonus Payout | | Less than $157,000,000 | 0% | | $165,000,000 | 50% | | $173,000,000 | 90% | | $181,000,000 | 100% | | $189,000,000 | 110% | | $197,000,000 | 150% | | $205,000,000 | 200% | | Adjusted Income from Operations was $231,085,000 representing a payout of 200% of target bonus | |

  82. 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, adjusted to exclude transformational and restructuring related expenses, and may be further adjusted as necessary to exclude the impact 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, including any impact related to surprise billing legislation, any unreasonable conduct of payors prompted by or related to this or similar legislation and any government reimbursement cuts; (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. Non-Financial Metrics The non-financial metrics used in 2025 were as follows: (i) renew the Company’s focus on hospital and health system relationships; (ii) assess clinical compensation models for fairness and appropriateness for all practices, regardless of size, geography, specialty or subspecialty; (iii) transform the recruiting function and continue actions to be an employer of choice; and (iv) with respect to the Company’s RCM program, continue the stabilization efforts, develop a plan to further improve results and improve communications to practices.

  83. Annual Bonuses

    | Pediatrix Medical Group, Inc. | 40 | 2026 Proxy Statement |

  84. Annual Bonuses

    2025 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 continuing NEOs was equal to the following amounts: (i) Mr. Ordan (150%); (ii) Ms. Rossi (100%); (iii) Ms. Moore (125%); and (iv) Mr. Neeb (125%), with the maximum bonus opportunity equal to two times their target opportunity. The target bonus opportunities for Mr. Ordan and Mr. Neeb were established in connection with the commencement of their employment after consulting with Semler Brossy and based on a review of the competitive market. Ms. Rossi's target bonus opportunity was increased during 2025 based on a review of the competitive market. In March 2025, 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. In February 2026, following a review of the Company's consolidated financial statements for the Company's fiscal year ended on December 31, 2025 and other information provided by management, the Compensation and Talent Committee certified the achievement of the AIFO performance goal at 200% of the target bonus opportunity under the guidelines, with Mr. Neeb's payment prorated based on the number of days he was employed during 2025. The Compensation and Talent Committee did not use its retained discretion to further adjust 2025 AIFO. 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.

  85. Annual Bonuses

    | Component | Measures of Success | Achievements | | Renew the Company's focus on hospital and health system relationships | • Development of a timeline and action plan for meeting with Phase I critical hospitals’ executive teams via a master communication plan | • Developed timeline and action plan for meeting with Phase I critical hospital’s teams, successfully meeting nearly all identified key health system hospitals and divisions | | | • Assess customer satisfaction based on the above efforts through a key customer satisfaction survey, and develop action plans, from any actions within the Company’s control, from such feedback | • Assessed customer satisfaction during initial meetings and identified concerns and key takeaways from all constituents, cataloguing and addressing key action items | | | • Maintain key health system customer relationships through retention of such customers at 95% or higher | • Achieved retention of key health system customer relationships at greater than 95% | | Assess clinical compensation models for fairness and appropriateness for all practices, regardless of size, geography, specialty or subspecialty | • Completion of clinical staffing model reviews with clinical and operations review committee and develop action plans for any staffing model changes deemed necessary | • Executed 210 hospital-based model reviews and 97 clinical panel practice model reviews, with action plans implemented or developed for those flagged for further analysis |

  86. Annual Bonuses

    | 2026 Proxy Statement | 41 | Pediatrix Medical Group, Inc. |

  87. Annual Bonuses

    | Component | Measures of Success | Achievements | | | • Develop a model that results in the appropriate/equitable allocation of certain overhead expenses with practices to the extent such items benefit the practices and assess the impacts to clinical compensation from such allocation | • Refined and expanded existing information technology and revenue cycle management allocations | | | • Develop a timeline and detailed communication plan to rollout the overhead allocation initiative that includes all stakeholders | • Developed, communicated and rolled out a formalized program for physicians to facilitate physician alignment | | Transform the recruiting function and continue actions to be an employer of choice | • Create a group, comprised of clinical and non-clinical leaders to lead a renewed recruiting effort | • Created group to lead renewed recruiting efforts, consisting of clinical ambassadors and members of the non-clinical management team | | | • Develop a strategic plan with the goal of transforming the recruiting efforts | • Created strategic plan with new career site launched in December 2025, lead generation strategy implemented, and talent acquisition dashboard created | | | • Assess employee morale/satisfaction through an employee survey and/or employee focus groups, and develop action plans, as considered appropriate, from such feedback | • Launched employee satisfaction survey in November 2025 |

  88. Annual Bonuses

    | Pediatrix Medical Group, Inc. | 42 | 2026 Proxy Statement |

  89. Annual Bonuses

    | Component | Measures of Success | Achievements | | Continue the RCM stabilization efforts, develop a plan to further improve results and improve communications to practices | • Achieve full stabilization of key RCM metrics to the baseline levels (pre-prior vendor engagement) for Global Yield, Unbilled and Accounts Receivable over 90 Days | • Stabilization of key metrics achieved with improvement to overall financial health | | | • Identify automation initiatives and develop a plan to implement such initiatives by the end of calendar year 2025 | • Automation initiatives and reporting process improvements implemented, yielding positive impacts on end-to-end revenue cycle | | | • Revamp the Monthly Operating Report based on feedback from practices and rollout such Monthly Operating Report | • Introduced updated Monthly Operating Report, with focus on key metrics and trends | | | | • On track to continue positive momentum into 2026 with plans for multiple, additional operational, technology and process improvements |

  90. 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. The following actual bonuses were paid.

  91. 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 ($) | | Mr. Ordan | 300% | 150% | 180% | $2,700,000 | | Ms. Rossi | 200% | 100% | 180% | $810,000 | | Ms. Moore | 250% | 125% | 180% | $1,125,000 | | Mr. Neeb(1) | 250% | 125% | 180% | $518,733 |

  92. Annual Bonuses

    (1) Mr. Neeb's actual bonus was prorated pursuant to the terms of his employment agreement based on the number of days he was employed with the Company in 2025. Dr. Swift did not participate in the 2025 annual bonus program due to his January 2025 departure from the Company.

  93. Annual Bonuses

    | 2026 Proxy Statement | 43 | Pediatrix Medical Group, Inc. |

  94. Equity-Based Awards

    Equity-Based Awards 2025 Equity-Based Awards The Compensation and Talent Committee approved the annual equity-based awards outlined below in May 2025 with a June 1, 2025 grant date for the then-current NEOs, Mr. Ordan, Ms. Rossi and Ms. Moore, as reflected in the table below. Mr. Neeb received pro-rated equity awards on August 1, 2025 in connection with the commencement of his employment. The 2025 equity-based awards were generally divided equally into performance share awards and time-based restricted stock awards. Ms. Rossi's equity-based award was increased based on a review of the competitive market, and Ms. Moore received a one-time enhancement in the size of her award to reflect her expanded role as Chief Administrative Officer, which commenced in August 2024.

  95. Equity-Based Awards

    | NEO | 2025 Target Performance Share Award ($) | 2025 Restricted Stock Award ($) | | Mark S. Ordan | 2,750,000 | 2,750,000 | | Kasandra H. Rossi | 375,000 | 375,000 | | Mary Ann E. Moore | 500,000 | 750,000 |

  96. 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 $225 million. NEOs were eligible to receive an above-target payout for one-third of the target award only if Adjusted EBITDA during the measurement period equaled or exceeded $235 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 measurement 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. |

  97. 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 |

  98. Equity-Based Awards

    | 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 2025 grants. | 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, as described below. 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. | | The 2025 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 2025 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 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. | |

  99. Equity-Based 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 2025 equity awards relates to performance targets for the 2025 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. 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.

  100. 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 an accounting grant date of June 1, 2025 and grant dates for the second and third tranches to be determined in 2026 and 2027. • 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, 2025 through March 31, 2026. Adjusted EBITDA performance measures for tranches two and three will be determined in 2026 and 2027, respectively. • If shares are earned during this initial measurement period, they will vest on June 1, 2028, 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: |

  101. 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, any unreasonable conduct of payors prompted by or related to this or similar legislation and any government reimbursement cuts; (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. |

  102. Equity-Based Awards

    Pursuant to the Ordan Employment Agreement, in addition to the compensation described above, Mr. Ordan was entitled to receive (i) a one-time cash retention award of $2,000,000, which is subject to pro-rata repayment in the event that Mr. Ordan voluntary resigns (other than for “Good Reason,” as defined in the Ordan Employment Agreement) or is terminated by the Company for “Cause” (as defined in the Ordan Employment Agreement) during the three years following his start date; and (ii) an equity transformation award (the “Ordan Equity Transformation Award”) in the form of a performance share unit award with respect to 640,000 shares of the Company’s common stock, which will vest, to the extent earned, on the three-year anniversary of Mr. Ordan’s start date and with the shares underlying the Ordan Equity Transformation Award being earned in one-third installments based on the Company achieving stock price hurdles equal to 125%, 150% and 175% of the average closing price per share of the Company’s common stock over the 20 trading days immediately preceding his start date for at least 20 consecutive trading days before the third anniversary of his start date. Under the terms of the Ordan Employment Agreement, Mr. Ordan is eligible cash severance for a termination by the Company without “Cause” or by Mr. Ordan for “Good Reason” equal to two times Mr. Ordan’s base salary, plus two times the greater of his average annual performance bonus and his target bonus, plus a pro rata bonus for the year of termination based on actual performance and the acceleration of Mr. Ordan’s then-outstanding equity awards, with any performance-based awards subject to the achievement of the underlying performance goals. In the event of Mr. Ordan’s termination by the Company without Cause or resignation due to Good Reason, in each case, within six months prior to or twelve months following a change in control, Mr. Ordan will receive a severance payment equal to three times his base salary plus three times the greater of his average annual performance bonus and his target bonus, plus a pro rata bonus for the year of termination based on actual performance and the acceleration of Mr. Ordan’s then-outstanding equity awards, with any performance-based awards deemed achieved at the greater of target or actual performance through the date of the change in control. Mr. Ordan is also subject to customary non-competition, non-solicitation, non-disparagement and confidentiality provisions under the terms of the Ordan Employment Agreement. Dr. Swift’s transition from his role as Chief Executive Officer was a termination without “Cause” and, in connection with his separation, Dr. Swift was entitled to receive the severance benefits payable under his Third Amended and Restated Employment Agreement, as described below in the section entitled “Potential Payments upon Termination or Change in Control.” No discretionary severance amounts were paid to Dr. Swift in connection with his termination. Chief Investment and Strategy Officer In connection with his appointment as Chief Investment and Strategy Officer, Mr. Neeb, the Company and a wholly-owned subsidiary of the Company entered into an employment agreement (the “Neeb Employment Agreement”), which has an initial term of three years, subject to automatic annual renewals thereafter. Pursuant to the Neeb Employment Agreement, in addition to the compensation described above, Mr. Neeb was entitled to receive (i) a one-time cash retention award of $1,000,000, which is subject to pro-rata repayment in the event that Mr. Neeb voluntary resigns (other than for “Good Reason,” as defined in the Neeb Employment Agreement) or is terminated by the Company for “Cause” (as defined in the Neeb Employment Agreement) during the three years following his start date; and (ii) an equity transformation award (the “Neeb Equity Transformation Award”) in the form of a performance share unit award with respect to 320,000 shares of the Company’s common stock, which will vest, to the extent earned, on the three-year anniversary of his start date and with the shares underlying the Neeb Equity Transformation Award being earned in one-third installments based on the Company achieving stock price hurdles equal to $16.94, $20.33 and $23.71 for at least 20 consecutive trading days before the third anniversary of his start date. Under the terms of the Neeb Employment Agreement, Mr. Neeb is eligible for cash severance for a termination by the Company without “Cause” or by Mr. Neeb for “Good Reason” equal to two times Mr. Neeb’s base salary, plus two times the greater of his average annual performance bonus and his target bonus, plus a pro rata bonus for the year of termination based on actual performance and the acceleration of Mr. Neeb’s then-outstanding equity awards, with any performance-based awards subject to the achievement of the underlying performance goals. In the event of Mr. Neeb’s termination by the Company without Cause or resignation due to Good Reason, in each case, within six months prior to or twelve months

  103. Equity-Based Awards

    following a change in control, Mr. Neeb will receive a severance payment equal to two times his base salary plus two times the greater of his average annual performance bonus and his target bonus, plus a pro rata bonus for the year of termination based on actual performance and the acceleration of Mr. Neeb’s then-outstanding equity awards, with any performance-based awards deemed achieved at the greater of target or actual performance through the date of the change in control. Mr. Neeb is also subject to customary non-competition, non-solicitation, non-disparagement and confidentiality provisions under the terms of the Employment Agreement.

  104. 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 2025 annual equity grant to NEOs in June 2025 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. In 2025, the Company granted equity awards to Mr. Neeb in August in connection with the commencement of his employment. 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 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.

  105. Other Practices, Policies & Guidelines

    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 continuing 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, 2025, each of our continuing NEOs was in compliance with the guidelines. The chart below shows the multiple of base salary ownership requirements for the continuing NEOs that were serving as executive officers at year end were in compliance as of December 31, 2025:

  106. Other Practices, Policies & Guidelines

    Shares that count toward the ownership requirement are as follows: • Owned outright by the NEO, or by spouse or dependent children; • Held in trust for economic benefit of the NEO, or spouse or dependent children; • Held in the Pediatrix 401(k) plan or other Company-sponsored benefit plan; and • Restricted shares/units for which the underlying performance conditions have been met and only remain subject to time-based vesting requirements. Shares subject to performance-based awards for which the underlying performance conditions have not been met and shares subject to unexercised stock options, whether vested or unvested, do not count towards satisfaction of the guidelines.

  107. 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 | | Mark S. Ordan | 2025 | $970,014 | $2,000,000(2) | $8,456,024 | — | $2,700,000 | $14,179(3) | $14,140,217 | | Chief Executive Officer | | | | | | | | | | Kasandra H. Rossi | 2025 | $437,500 | $— | $598,276 | — | $810,000 | $14,261(4) | $1,860,037 | | Executive Vice President, | 2024 | $368,750 | $— | $391,685 | — | $573,750 | $10,571(4) | $1,344,756 | | Chief Financial Officer & Treasurer | | | | | | | | | | Mary Ann E. Moore | 2025 | $500,000 | $— | $1,391,936 | — | $1,125,000 | $14,216(5) | $3,031,152 | | Executive Vice President, | 2024 | $485,417 | $— | $767,540 | — | $1,125,000 | $10,635(5) | $2,388,592 | | General Counsel, Chief Administrative Officer and Secretary | 2023 | $475,000 | $228,000 | $1,026,683 | — | $95,000 | $10,305(5) | $1,834,988 | | Don Gregory Neeb | 2025 | $229,167 | $1,000,000(2) | $3,569,243 | — | $518,733 | $125(6) | $5,317,268 | | Executive Vice President, Chief Investment & Strategy Officer | | | | | | | | | | James D. Swift, M.D. | 2025 | $54,167 | $— | $730,720 | — | $68,981 | $1,922,013(7) | $2,775,881 | | Former Chief Executive Officer | 2024 | $650,000 | $— | $1,180,087 | — | $1,462,500 | $8,425(7) | $3,301,012 | | | 2023 | $650,000 | $390,000 | $1,025,015 | — | $162,500 | $10,324(7) | $2,237,839 |

  108. Other Practices, Policies & Guidelines

    | Year | Summary Compensation Table (“SCT”) Total for First PEO(1) | SCT Total for Second PEO(1) | Compensation Actually Paid (“CAP”) to First PEO(2) | CAP to Second PEO | Average SCT Total for Non-PEO NEOs(3) | Average CAP to Non-PEO NEOs(2)(3) | | 2025 | $2,775,881 | $14,140,217 | $2,954,364 | $24,892,348 | $3,402,819 | $6,034,845 | | 2024 | $3,301,012 | N/A | $4,424,038 | N/A | $2,078,530 | $2,611,401 | | 2023 | $2,237,839 | N/A | $1,620,732 | N/A | $1,721,885 | $1,191,132 | | 2022 | N/A | $4,655,746 | N/A | $540,703 | $1,699,411 | $364,560 | | 2021 | N/A | $6,848,969 | N/A | $9,015,601 | $2,107,197 | $2,525,213 |

  109. 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”).

  110. Relationship Between “Compensation Actually Paid” and Performance

    | 2026 Proxy Statement | 67 | Pediatrix Medical Group, Inc. |

  111. 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”).

  112. Tabular List of Most Important Financial Performance Measures

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Mark S. Ordan | $34,134 | $— | $34,134 | | Guy P. Sansone | $146,667 | $165,006 | $311,673 | | Laura A. Linynsky | $90,000 | $165,006 | $255,006 | | Thomas A. McEachin | $117,500 | $165,006 | $282,506 | | Kurt D. Newman, M.D.(3) | $47,500 | $140,602 | $188,102 | | Michael A. Rucker | $104,167 | $165,006 | $269,173 | | John M. Starcher, Jr. | $90,000 | $165,006 | $255,006 | | Shirley A. Weis | $108,333 | $165,006 | $273,339 | | Sylvia J. Young | $90,000 | $165,006 | $255,006 |