UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under Rule 14a-12

Pediatrix Medical Group, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒	No Fee Required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Pediatrix Shareholder:
You are cordially invited to attend the 2026 Annual Shareholders’ Meeting of Pediatrix Medical Group, Inc. (“Pediatrix”, the “Company”, “we” or “our”) 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). Whether or
	1301 Concord Terrace Sunrise, Florida 33323-2825 (954) 384-0175
not you plan to virtually attend the annual meeting, we urge you to read this Proxy Statement and consider such information carefully before voting.

At the annual meeting, we will ask you to (i) vote on the election of the following individuals to the Board of Directors: Laura A. Linynsky, Thomas A. McEachin, Kurt D. Newman, M.D., Mark S. Ordan, Michael A. Rucker, Guy P. Sansone, John M. Starcher, Jr., Shirley A. Weis and Sylvia J. Young; (ii) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2026 fiscal year; (iii) conduct an advisory vote regarding the compensation of our named executive officers for the 2025 fiscal year; (iv) approve the Pediatrix Medical Group, Inc. Second Amended and Restated 2008 Incentive Compensation Plan; and (v) consider and act upon any other business properly brought before the meeting. Please vote on all the matters described in our Proxy Statement. Your Board of Directors unanimously recommends a vote “FOR” the election of each of the nine nominees for Director stated above, “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.

Under the rules of the Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “E-Proxy Notice”) on or about March 27, 2026, to our shareholders of record at the close of business on March 9, 2026. The E-Proxy Notice contains instructions for your use of this process, including how to access our Proxy Statement and Annual Report and how to vote online. In addition, the E-Proxy Notice contains instructions on how you may (i) receive a paper copy of the Proxy Statement and Annual Report or (ii) elect to receive your Proxy Statement and Annual Report over the Internet.

Whether or not you plan to virtually attend, it is important that your shares be represented and voted at the annual meeting. You may vote your shares over the Internet as described in the E-Proxy Notice. As an alternative, if you received a paper copy of the proxy card by mail, please mark, sign, date and promptly return the card in the self-addressed stamped envelope provided. You may also vote by telephone as described in your proxy card. Voting by telephone, over the Internet, or by mailing a proxy card will not limit your right to attend the annual meeting, revoke your proxy and vote your shares virtually. We appreciate your continued support of our Company.

Sincerely,     Mark S. Ordan Chief Executive Officer   March 27, 2026    

Notice of 2026 Annual Meeting of Shareholders   TO BE HELD ON MAY 7, 2026

To the Shareholders of Pediatrix Medical Group, Inc.:

NOTICE IS HEREBY GIVEN that the 2026 Annual Shareholders’ Meeting of Pediatrix Medical Group, Inc., a Florida corporation (“Pediatrix”, the “Company”, or “our”), will be held at 10:30 a.m., ET, on Thursday, May 7, 2026, virtually, for the following purposes, as more fully described in our Proxy Statement:   •to elect, each for a term expiring at the next annual meeting or until a successor has been duly elected and qualified, the following individuals to the Board of Directors: Laura A. Linynsky, Thomas A. McEachin, Kurt D. Newman, M.D., Mark S. Ordan, Michael A. Rucker, Guy P. Sansone, John M. Starcher, Jr., Shirley A. Weis and Sylvia J. Young;   •to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2026 fiscal year;   •to conduct an advisory vote regarding the compensation of our named executive officers for the 2025 fiscal year;   •to approve the Pediatrix Medical Group, Inc. Second Amended and Restated 2008 Incentive Compensation Plan; and   •to consider and act upon such other business as may properly come before the annual meeting.     How to Vote Internet Mail Phone

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).

The Board of Directors of Pediatrix has fixed the close of business on March 9, 2026, as the record date for determining those shareholders entitled to notice of, to virtually attend and to vote at the meeting and any postponement or adjournment thereof.

Whether or not you plan to virtually attend, please vote your shares over the Internet, as described in the Notice of Internet Availability of Proxy Materials (the “E-Proxy Notice”). As an alternative, if you received a paper copy of the proxy card by mail, please mark, sign, date and promptly return the proxy card in the self-addressed stamped envelope provided. You may also vote by telephone as described in your proxy card. Shareholders who vote over the Internet, following the instructions provided in the E-Proxy Notice, who return proxy cards by mail, or vote by telephone prior to the meeting may nevertheless attend the meeting, revoke their proxies and vote their shares virtually.

By Order of the Board of Directors,

Mary Ann E. Moore

Executive Vice President,

General Counsel,

Chief Administrative Officer and Secretary

Sunrise, Florida

March 27, 2026

 

Table of Contents

Questions and Answers About Our Annual Meeting	1
What Is the Date, Time and Place of the Annual Meeting?	1
What Is the Purpose of the Annual Meeting?	2
Who Is Entitled to Vote at the Annual Meeting?	2
What Are the Voting Rights of Pediatrix’s Shareholders?	2
What Constitutes a Quorum?	2
What Are “Broker Non-Votes”?	2
How Are Abstentions and Broker Non-Votes Treated?	3
Will My Shares Be Voted if I Do Not Provide My Proxy?	3
How Do I Vote?	3
What Vote Is Required for the Proposals?	4
How Does the Board of Directors Recommend I Vote on the Proposals?	4
How Will My Proxy Holders Vote?	5
Can I Change My Vote After I Have Voted?	5
Who Pays for the Preparation of the Proxy Statement?	5
How Can I Submit a Question or Make a Comment During the Annual Meeting?	6
Why is the Annual Meeting Being Held Virtually?	6
What Is Householding and How Does It Affect Delivery of Proxy Materials?	6
Proposal 1: Election of Pediatrix’s Directors	7
Governance and Related Matters	8
Questions and Answers About Our Corporate Governance Practices	8
What Committees Have Our Board of Directors Established?	8
How Many Times Did Our Board of Directors Meet During 2025?	8
Are a Majority of Our Directors Independent?	8
Who Is the “Chair of the Board”?	9
What Role Does the Board of Directors Serve in Risk Oversight for the Company?	9
How Can Shareholders and Other Interested Parties Communicate with the Board of Directors?	11
Has Pediatrix Adopted a Code of Conduct?	11
Has Pediatrix Adopted an Insider Trading Policy?	11
Does Pediatrix Require its Executive Officers and Board of Directors to Retain a Certain Amount of Pediatrix Common Stock?	12
Has Pediatrix Adopted an Anti-Hedging and Anti-Pledging Policy?	12
Does Pediatrix Have a Director Retirement Age Policy?	12
Report of the Audit Committee	13
Directors and Executive Officers	15
Pediatrix’s Directors and Executive Officers	15
Director Skills Matrix	24
Committees of the Board of Directors	24
Audit Committee	24
Compensation and Talent Committee	25
Nominating and Corporate Governance Committee	26
Strategy Committee	26
Risk Considerations in Our Compensation Programs	27
Certain Relationships and Related Person Transactions	27
Review and Approval of Related Person Transactions	27
Transactions with Related Persons	27
Compensation Committee Interlocks and Insider Participation	28
Social and Environmental Sustainability	28
Executive Compensation: Compensation Discussion and Analysis (“CD&A”)	29
Section I: A Message to Our Shareholders	29
Section II: Compensation and Talent Committee Report	30

2026 Proxy Statement i Pediatrix Medical Group, Inc.

TABLE OF CONTENTS

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

Pediatrix Medical Group, Inc. ii 2026 Proxy Statement

TABLE OF CONTENTS

  Information Concerning Shareholder Proposals 89

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

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.

2026 Proxy Statement iii Pediatrix Medical Group, Inc.

   

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.

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.

2026 Proxy Statement 1 Pediatrix Medical Group, Inc.

Questions and Answers About Our Annual Meeting

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.”

Pediatrix Medical Group, Inc. 2 2026 Proxy Statement

Questions and Answers About Our Annual Meeting

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.

2026 Proxy Statement 3 Pediatrix Medical Group, Inc.

Questions and Answers About Our Annual Meeting

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.

Pediatrix Medical Group, Inc. 4 2026 Proxy Statement

Questions and Answers About Our Annual Meeting

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.

2026 Proxy Statement 5 Pediatrix Medical Group, Inc.

Questions and Answers About Our Annual Meeting

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.

Pediatrix Medical Group, Inc. 6 2026 Proxy Statement

   

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:

  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.

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.

   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.

2026 Proxy Statement 7 Pediatrix Medical Group, Inc.

   

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

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.

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.

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.

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GOVERNANCE AND RELATED MATTERS

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.

What Role Does the Board of Directors Serve in Risk Oversight for the Company?

Our Company faces a number of risks, including operational, regulatory, commercial, technological, financial and strategic risks. The Board of Directors, acting as a whole and through its committees, oversees the Company’s risk exposure and processes for assessing and managing these risks, while the Company’s management is responsible for the day-to-day management of these risks. The Board of Directors evaluates its role in risk oversight on an ongoing basis and determines which areas of risk oversight should be retained at the full Board of Directors level and which areas of risk oversight should be delegated to certain of its committees.

As reflected in the Audit Committee Charter, the Board of Directors has delegated to the Audit Committee the responsibility to oversee, discuss and evaluate the Company’s policies and guidelines with respect to risk assessment and risk management, including internal control over financial reporting. As appropriate, the Audit Committee provides reports to and receives direction from the full Board of Directors regarding the

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GOVERNANCE AND RELATED MATTERS

Company’s risk management policies and guidelines, as well as the Committee’s risk oversight activities. The Audit Committee also has the responsibility for oversight of the process for determining disclosure required with respect to cybersecurity incidents, as well as overseeing the Company's compliance with applicable legal and regulatory requirements.

As reflected in the Compensation and Talent Committee Charter, the Board of Directors has delegated to the Compensation and Talent Committee the responsibility to oversee the review of the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, including discussing the relationship between risk management policies and practices and compensation, and considering compensation policies and practices that could mitigate any such risk. The Compensation and Talent Committee has also been delegated the responsibility to review risks and opportunities regarding the Company’s key human capital and talent strategies, including those related to training, health and wellness, employee engagement, talent recruitment, and development and retention. As appropriate, the Compensation and Talent Committee provides reports to and receives direction from the full Board of Directors regarding the Committee’s risk oversight activities.

As reflected in the Strategy Committee Charter, the Board of Directors has delegated to the Strategy Committee the responsibility to review, evaluate and oversee the Company’s corporate strategy, including the risks inherent in such strategy, which risks often include commercial and regulatory risk. As appropriate, the Strategy Committee provides reports to and receives direction from the full Board of Directors regarding the Committee’s risk oversight activities.

As reflected in the Nominating and Corporate Governance Committee Charter, the Board of Directors has delegated to the Nominating and Corporate Governance Committee the responsibility to take the lead in shaping the corporate governance of the Company. As part of its responsibilities, the Committee reviews certain risks relating to the Company’s corporate governance practices, including assessing the reporting channels through which the Board of Directors receives information and the quality and timeliness of such information and evaluating and recommending appropriate succession plans for senior executives. As appropriate, the Nominating and Corporate Governance Committee provides reports to and receives direction from the full Board of Directors regarding the Committee’s risk oversight activities.

The Board of Directors has retained primary responsibility for overseeing risks associated with our information technology, including cybersecurity. The Board of Directors has elected to exercise direct oversight over this area, rather than acting through one of its committees, given the increasing importance of cybersecurity matters and the cross-functional impacts of technology on the Company’s business. The Board of Directors receives reports at least twice per year from members of senior management including our Chief Information Security Officer regarding the Company’s information systems and technology and associated policies, processes and practices for managing and mitigating cybersecurity and technology-related risks. The Board of Directors also meets with external advisors to discuss technology and cybersecurity risks applicable to the Company and obtains perspectives which inform senior management’s discussions with the Board of Directors. The Board of Directors has delegated oversight of the process for determining disclosure required with respect to cybersecurity incidents to the Audit Committee.

The Board of Directors has also retained primary responsibility for overseeing the Company’s sustainability strategy given the importance of this area to many of the Company’s stakeholders. During 2025, the Company published its periodic Sustainability Report.

In furtherance of the Board of Director’s oversight responsibilities and the Company’s senior management’s day-to-day management of risk, the Board of Directors and the Company’s senior management meet as needed with external advisors to discuss risks applicable to the Company and obtain perspectives that inform the Board of Directors’ and senior management’s decisions with respect to risk oversight. The Board of Directors also receives regular reports from senior management, including the Company’s Chief Executive Officer, Chief Financial Officer, General Counsel, Chief Compliance Officer, Chief Information Security Officer and others regarding financial, operational, cybersecurity, regulatory, sustainability, legal and strategic risks and mitigation strategies for such risks.

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GOVERNANCE AND RELATED MATTERS

The Board of Directors believes that this division of responsibilities is the most effective approach for addressing the risks facing the Company and that the Board’s leadership structure supports this approach.

How Can Shareholders and Other Interested Parties Communicate with the Board of Directors?

Anyone who has a concern about our conduct, including accounting, internal controls or audit matters, may communicate directly with our Chair of the Board of Directors (or the Lead Independent Director), our non-management Directors, the Chair of the Audit Committee or the Audit Committee. In addition, at the request of the Board of Directors, communications that do not directly relate to our Board’s duties and responsibilities as Directors will be excluded from distribution. Such excluded items include, among others, “spam;” advertisements, mass mailings, form letters, and email campaigns that involve unduly large numbers of similar communications; solicitations for goods, services, employment or contributions; and surveys. Any excluded communication will be made available to any Director upon request. Such communications may be confidential or anonymous and may be submitted in writing to the Secretary, Pediatrix Medical Group, Inc., 1301 Concord Terrace, Sunrise, Florida 33323, or reported by phone at 877-835-5764. Any such concerns will be forwarded to the appropriate Directors for their review and will be simultaneously reviewed and addressed by the Company’s General Counsel or Chief Compliance Officer in the same way that other concerns are addressed. Our Code of Conduct, which is discussed below, prohibits any employee from retaliating or taking any adverse action against anyone who in good faith raises or assists in the resolution of an integrity concern.

Has Pediatrix Adopted a Code of Conduct?

Pediatrix has adopted a Code of Conduct that applies to all Directors, officers, employees and independent contractors of Pediatrix and its subsidiaries, professional corporations, partnerships, associations and other affiliated entities. Pediatrix intends to disclose any amendments to, or waivers from, any provision of the Code of Conduct that applies to any of our executive officers or Directors by posting such information on its website at www.Pediatrix.com.

Pediatrix has also adopted a Code of Professional Conduct — Finance that applies to all employees with access to, and responsibility for, matters of finance and financial management, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. Pediatrix intends to disclose any amendments to, or waivers from, any provision of the Code of Professional Conduct — Finance that applies to any of the Company's Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, or persons performing similar functions, by posting such information on its website at www.Pediatrix.com.

Copies of our Code of Conduct and the Code of Professional Conduct — Finance are available on our website at www.Pediatrix.com and upon request from our Secretary at 1301 Concord Terrace, Sunrise, Florida 33323.

Has Pediatrix Adopted an Insider Trading Policy?

Pediatrix has adopted an Insider Trading Policy that governs the purchase, sale and/or other transactions of our securities by our Directors, officers and certain employees. A copy of our Insider Trading Policy is filed as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In addition, it is our policy to comply with Federal securities laws and applicable stock exchange listing standards regarding Pediatrix trading in its own securities.

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GOVERNANCE AND RELATED MATTERS

Does Pediatrix Require its Executive Officers and Board of Directors to Retain a Certain Amount of Pediatrix Common Stock?

Pediatrix has adopted a Stock Ownership and Retention Policy which requires that each named executive officer and each non-management Director retain Pediatrix common stock worth a certain multiple of annual base salary, or cash retainer, respectively. Details of the policy and the required ownership levels are described in further detail in the “Executive Compensation: Compensation Discussion and Analysis” section of this Proxy Statement.

Has Pediatrix Adopted an Anti-Hedging and Anti-Pledging Policy?

Pediatrix has adopted a policy prohibiting its Directors, management, financial and other insiders from engaging in transactions in Pediatrix securities or derivatives of Pediatrix securities that might be considered hedging, or from holding Pediatrix securities in margin accounts or pledging Pediatrix securities as collateral for a loan, unless such person clearly demonstrates the financial capacity to repay the loan without resorting to the pledged securities.

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.

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GOVERNANCE AND RELATED MATTERS

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.

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GOVERNANCE AND RELATED MATTERS

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

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Directors and Executive Officers

Pediatrix’s Directors and Executive Officers

Our current Directors and Executive Officers are as follows:

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

(1)Member of the Strategy Committee.

(2)Member of the Audit Committee.

(3)Member of the Nominating and Corporate Governance Committee.

(4)Member of the Compensation and Talent Committee.

2026 Proxy Statement 15 Pediatrix Medical Group, Inc.

Directors and Executive Officers

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

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.

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.

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Directors and Executive Officers

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.

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.

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Directors and Executive Officers

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.

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.

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Directors and Executive Officers

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.

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.

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.  

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.

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Directors and Executive Officers

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.

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.

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Directors and Executive Officers

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.

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.

2026 Proxy Statement 21 Pediatrix Medical Group, Inc.

Directors and Executive Officers

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.

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.

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.

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.

Pediatrix Medical Group, Inc. 22 2026 Proxy Statement

Directors and Executive Officers

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

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.

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

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.

Don Gregory Neeb

Executive Vice President, Chief Investment and Strategy Officer

Age: 58

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.

2026 Proxy Statement 23 Pediatrix Medical Group, Inc.

Directors and Executive Officers

Board Characteristics

We believe each of our Directors makes unique and valuable contributions to the Board. The following matrix provides information regarding our Director nominees, including certain types of experience, knowledge and qualifications that the Board believes are relevant to our business. The type and level of experience, knowledge and qualifications indicated below may vary among our Directors and the matrix does not include all experience, knowledge and qualifications that may be relevant and valuable to their service on our Board.

	Director Name
	Mark S. Ordan	Guy P. Sansone	Laura Linynsky	Thomas A. McEachin	Kurt D. Newman, M.D.	Michael A. Rucker	John M. Starcher, Jr.	Shirley A. Weis	Sylvia J. Young
Experience
Executive Leadership	√	√	√	√	√	√	√	√	√
Strategic Planning / Oversight	√	√	√	√	√	√	√	√	√
Risk Management / Legal / Compliance	√	√	√	√	√	√	√	√	√
Human Capital Management	√	√	√		√	√	√	√	√
Business Development and M&A	√	√	√	√	√	√	√	√	√
Accounting / Finance	√	√	√	√		√	√	√	√
Governance	√	√	√	√	√	√	√	√	√
Healthcare Industry	√	√	√	√	√	√	√	√	√
Real Estate/Development	√		√	√		√	√
Data Privacy / Cybersecurity	√	√	√		√	√	√

The following chart depicts certain information regarding the characteristics of our Board of Directors as of March 27, 2026.

Committees of the Board of Directors

Audit Committee

The Audit Committee held five meetings in 2025. Mr. McEachin, Mr. Rucker, Mr. Sansone, Mrs. Young and Ms. Linynsky were members of the Committee throughout 2025. Mr. McEachin has acted as Chair of the Committee since May 2022. The Board of Directors has determined that each of Messrs. McEachin, Rucker

Pediatrix Medical Group, Inc. 24 2026 Proxy Statement

Directors and Executive Officers

and Sansone and Ms. Linynsky qualify as an “audit committee financial expert” as defined by the rules and regulations of the SEC and that each member of the Audit Committee during 2025 meets the independence requirements under such rules and regulations and for a New York Stock Exchange listed company.

The Board of Directors has adopted a written charter for the Audit Committee setting out the functions that it is to perform. A copy of the Audit Committee Charter is available on our website at www.Pediatrix.com.

Please refer to the Report of the Audit Committee, which is set forth above, for a further description of our Audit Committee’s responsibilities and its recommendation with respect to our audited consolidated financial statements for the year ended December 31, 2025.

Compensation and Talent Committee

The Compensation and Talent Committee held six meetings in 2025 and took various other actions via unanimous written consent. Ms. Linynsky, Mr. Sansone, Mr. Starcher, Mrs. Young and Ms. Weis were members of the Committee throughout 2025. Ms. Weis has acted as Chair of the Committee since July 2020. The Board of Directors determined that each member of the Compensation and Talent Committee during 2025 meets the independence requirements for a New York Stock Exchange listed company.

The Compensation and Talent Committee has a written charter for the Compensation and Talent Committee setting out the functions that it is to perform. A copy of the Compensation and Talent Committee Charter is available on our website at www.Pediatrix.com.

The primary purpose of the Compensation and Talent Committee is to assist the Board of Directors in the discharge of the Board of Directors’ responsibilities relating to compensation of executive officers. The scope of authority of the Compensation and Talent Committee includes the following:

•Evaluating the performance of and setting the compensation for the Chief Executive Officer and other executive officers;

•Supervising and making recommendations to the Board of Directors with respect to incentive compensation plans and equity-based plans for executive officers;

•Overseeing the review of the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, including discussing at least annually the relationship between risk management policies and practices and compensation and considering, as appropriate, compensation policies and practices that could mitigate any such risk;

•Reviewing and discussing with management workforce demographics and employee matters, including compensation and employee benefits, training, health and wellness and diversity, equity and inclusion;

•Evaluating whether to engage, retain, or terminate an outside consulting firm for the review and evaluation of our compensation plans and approving such outside consulting firm’s fees and other retention terms;

•Monitoring compliance with executive stock ownership guidelines;

•Developing and implementing policies with respect to the “clawback” of excess incentive-based compensation paid to any of our executive officers; and

•Conducting an annual self-assessment of the Compensation and Talent Committee.

Upon a determination of the full Compensation and Talent Committee membership, matters may be delegated to a subcommittee for evaluation and recommendation back to the full Committee. For a description of the role performed by executive officers and compensation consultants in determining or recommending the amount or form of executive and Director compensation, see “How Pay Decisions are Made.”

2026 Proxy Statement 25 Pediatrix Medical Group, Inc.

Directors and Executive Officers

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee held two meetings in 2025 and took various other actions via unanimous written consent. Mr. McEachin, Mr. Rucker, Mr. Sansone and Ms. Weis were members of the Committee throughout 2025. Dr. Newman was a member of the Committee since July 2025. Mr. Rucker has acted as Chair of the Committee since May 2022. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee during 2025 meets the independence requirements for a New York Stock Exchange listed company.

The Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee setting out the functions that it is to perform. A copy of the Nominating and Corporate Governance Committee Charter is available on our website at www.Pediatrix.com.

The Nominating and Corporate Governance Committee assists the Board of Directors with respect to nominating new Directors and committee members and taking a leadership role in shaping the corporate governance of Pediatrix. To fulfill its responsibilities and duties, the Committee, among other things, reviews the qualifications and independence of existing Directors and new candidates; assesses the contributions of current Directors; identifies and recommends individuals qualified to be appointed to committees of the Board of Directors; considers rotation of committee members; reviews the charters of the committees and makes recommendations to the full Board of Directors with respect thereto; develops and recommends to the Board of Directors corporate governance principles, including a code of business conduct; and evaluates and recommends succession plans for the Chief Executive Officer and other senior executives.

Although the Nominating and Corporate Governance Committee does not solicit Director nominations, the Committee will consider candidates suggested by shareholders in written submissions to our Secretary in accordance with the procedures described below in the section entitled “Information Concerning Shareholder Proposals.” In evaluating nominees for Director, the Committee does not differentiate between nominees recommended by shareholders and others. In identifying and evaluating candidates to be nominated for Director, the Committee reviews the desired experience, mix of skills and other qualities required for appropriate Board composition, considering the current Board members and the specific needs of Pediatrix and its Board of Directors as well as other factors as approved by the Board of Directors from time to time. Although the Committee does not have a formal policy with regard to the consideration of diversity in identifying Director nominees, the Committee’s review process is designed so that the Board of Directors includes members with varied backgrounds, skills and experience, and represents appropriate financial, clinical and other expertise relevant to the business of Pediatrix. At a minimum, Director candidates must meet the following qualifications: high personal and professional ethics, integrity and values and a commitment to the representation of the long-term interests of our shareholders.

Strategy Committee

The Strategy Committee did not meet separately in 2025. While the Strategy Committee did not meet on its own in 2025, the full Board of Directors, including the members of the Strategy Committee, met and oversaw items within the Strategy Committee’s purview during 2025, and the Strategy Committee took various actions via unanimous written consent. Mr. McEachin, Mr. Sansone, Mr. Starcher and Ms. Weis served as members of the Strategy Committee throughout 2025. Mr. Sansone has acted as Chair of the Committee since July 2020. The Board of Directors has determined that each member of the Strategy Committee during 2025 met the independence requirements for a New York Stock Exchange listed company.

The Board of Directors has adopted a written charter for the Strategy Committee setting out the functions that it is to perform. A copy of the Strategy Committee Charter is available on our website at www.Pediatrix.com.

The Strategy Committee reviews, evaluates and oversees our corporate strategy and identifies opportunities to create value for our shareholders; reviews with management our strategy for acquisitions; and makes regular reports and recommendations to the Board of Directors regarding its activities.

Pediatrix Medical Group, Inc. 26 2026 Proxy Statement

Directors and Executive Officers

Risk Considerations in Our Compensation Programs

The Compensation and Talent Committee has reviewed the Company’s compensation structures and policies as they pertain to risk and has determined that the Company’s compensation programs do not create or encourage the taking of risks that are reasonably likely to have a material adverse effect on the Company.

Certain Relationships and Related Person Transactions

Catherine Stevens, the daughter of Ms. Moore, is employed by Pediatrix as Associate General Counsel and is responsible for providing legal support and advice in the area of the Company’s defense of its commercial litigation. Ms. Stevens does not directly report to Ms. Moore but rather to the Company’s Vice President, Senior Deputy General Counsel. Ms. Stevens’ base salary was $277,021 for 2025. Ms. Stevens was paid $76,039 in bonus during 2025 that related to individual and Company performance for the 2024 bonus year, for which the payment percentage was consistent with similarly situated employees. In addition, Pediatrix provided her certain health and other benefits customarily provided to similarly situated employees.

Review and Approval of Related Person Transactions

Pediatrix has a written policy for the review and approval or ratification of transactions (i) between Pediatrix and any Pediatrix Director or any other entity in which any Pediatrix Director is a director, officer or has a financial interest; and (ii) in which Pediatrix is or will be a participant and any related person has or will have a direct or indirect material interest. For purposes of the policy, a related person includes any Pediatrix Director or Director nominee, executive officer or holder of more than 5% of the outstanding voting stock of Pediatrix or any of their respective immediate family members. The policy does not apply to transactions pertaining to (i) Director or officer compensation that is approved or recommended to the Board of Directors for approval by the Compensation and Talent Committee or (ii) the employment by Pediatrix of any immediate family member of a related person in a non-officer position and at compensation levels commensurate with that paid to other similarly situated employees.

Pursuant to the terms of the policy, all covered transactions, if determined to be material by our General Counsel or if the transaction involves the participation of a member of the Board of Directors, are required to be promptly referred to the disinterested members of the Audit Committee for their review or, if less than a majority of the members of the Audit Committee are disinterested, to all the disinterested members of the Board of Directors. Pursuant to the terms of the policy, materiality determinations must be based on the significance of the information to investors in light of all circumstances, including, but not limited to, the (i) relationship of the related persons to the covered transaction, and with each other, (ii) importance to the person having the interest, and (iii) amount involved in the transaction. All transactions involving in excess of $120,000 are automatically deemed to be material pursuant to the terms of the policy.

The disinterested Directors of our Audit Committee or Board of Directors, as applicable, are required to review such material covered transactions at their next regularly-scheduled meeting, or earlier if a special meeting is called by the Chair of the Audit Committee, and may only approve such a material covered transaction if it has been entered into in good faith and on fair and reasonable terms that are no less favorable to Pediatrix than those that would be available to Pediatrix in a comparable transaction in arm’s length dealings with an unrelated third party at the time it is considered by the disinterested Directors of our Audit Committee or Board of Directors, as applicable.

All of the transactions described in “Transactions with Related Persons” below were covered transactions under our policy and the policies and procedures required by the policy were followed in connection with the review and approval or ratification of all of such transactions.

Transactions with Related Persons

Since the beginning of 2025, there have been no transactions with related persons other than as described above, and there are no other currently proposed transactions with related persons.

2026 Proxy Statement 27 Pediatrix Medical Group, Inc.

Directors and Executive Officers

Compensation Committee Interlocks and Insider Participation

In 2025, none of our executive officers or Directors was a member of the Board of Directors of any other company where the relationship would be considered a compensation committee interlock under the SEC rules.

Social and Environmental Sustainability

As a leading provider of women’s and children’s health care services, delivering high-quality, specialized patient care is at the forefront for our affiliated medical practices. In fulfilling our mission to "Take great care of the patientTM", we uphold unwavering moral values and ethical conduct. Another priority for us is the well-being of our associates, who must consistently and relentlessly be treated with respect, dignity, compassion, empowerment and integrity. Finally, taking care of our patients and associates goes hand-in-hand with taking care of the environment. With a commitment to improving patient outcomes, we are on a mission to continually evolve our social and environmental responsibilities for the greater good of the planet and its various populations. In line with these values, during 2025 we donated $2.6 million to various charities, primarily benefiting women’s and children’s health.

The Company’s formal sustainability program is based on the Sustainability Accounting Standards Board ("SASB") standards for companies in the business of Healthcare Delivery. Our Board of Directors retains oversight of sustainability issues, and members of our senior management periodically provide reports to the Board of Directors.

Our Sustainability Report, which we published during 2025, outlines our approach and business practices regarding our commitment toward a sustainable future. The Sustainability Report outlines how we as a Company have integrated sustainability principles into our operations and aligned them with our overarching business strategy. The Sustainability Report includes our Company policies and progress in making positive and lasting changes in the areas of environmental sustainability, socially responsible corporate governance, and equity and inclusion efforts, among others.

Please follow our journey as it develops by visiting the sustainability section of our website at: www.pediatrix.com/sustainability.

Pediatrix Medical Group, Inc. 28 2026 Proxy Statement

   

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

Section I: A Message to Our Shareholders

Dear Pediatrix Shareholders,

The principal responsibility of the Compensation and Talent Committee is to design an executive compensation program that attracts and retains the best executive workforce in our industry. We believe that having the highest-quality leadership team in place is critical to our mission: “Take great care of the patient.”® We also recognize that to best serve our patients and shareholders, we must also fulfill our responsibility to “Take great care of the business.” We strive to design an executive compensation program that is aligned with our mission while delivering value to our shareholders.

The Compensation and Talent Committee is committed to designing our performance-based compensation program to continue to align our executive compensation with value creation for our shareholders.

A substantial portion of our executive compensation is performance-based and tied directly to the achievement of rigorous financial and strategic objectives. Our long-term incentive program includes performance share awards that are earned based on the achievement of annual adjusted earnings before interest, taxes and depreciation and amortization ("Adjusted EBITDA") targets and are subject to a three-year return on invested capital (“ROIC”) modifier, reinforcing accountability for both operating performance and disciplined capital allocation. Our annual incentive program similarly incorporates clearly defined financial and non-financial performance measures, with established goals and weightings designed to support our strategic priorities. We continue to enhance our disclosure regarding performance metrics and outcomes to provide transparency into how pay is aligned with performance.

Our “say on pay” proposal received approval from approximately 96% of the votes cast at our 2024 Annual Meeting and approximately 93% of the votes cast at our 2025 Annual Meeting, which we believe is a result of our commitment to continuously strive for improvement and our engagement with our shareholders. As a result of the 2025 "say on pay" vote, we kept the structure of our updated performance-based compensation program intact during 2025.

Beginning on the next page of this Proxy Statement, we present specific information about the compensation paid to our Chief Executive Officer and other Named Executive Officers (“NEOs”) for fiscal year 2025.

Finally, we want to thank you for making Pediatrix part of your investment portfolio. You can be confident in our commitment to deliver exceptional performance that drives shareholder value over the long-term and quality care for the patients that depend on Pediatrix.

Sincerely,

Shirley A. Weis

Compensation and Talent Committee Chair

2026 Proxy Statement 29 Pediatrix Medical Group, Inc.

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

Section II: Compensation and Talent Committee Report

The Compensation and Talent Committee determines the compensation for our Chief Executive Officer and other NEOs and oversees the administration of our executive compensation program. The Compensation and Talent Committee is composed entirely of independent Directors and is advised as necessary by independent consultants. Our Chief Executive Officer provides advice and recommendations to the Compensation and Talent Committee with respect to the compensation of other senior executive officers. Under the rules of the Securities and Exchange Commission, our NEOs for 2025 are:

•Mark S. Ordan, Chief Executive Officer (effective January 12, 2025)

•Kasandra H. Rossi, Executive Vice President, Chief Financial Officer and Treasurer

•Mary Ann E. Moore, Executive Vice President, General Counsel, Chief Administrative Officer and Secretary

•Don Gregory Neeb, Executive Vice President, Chief Investment and Strategy Officer (effective August 1, 2025)

•James D. Swift, M.D., Former Chief Executive Officer (until January 12, 2025)

In fulfilling our role, we met and held discussions with the Company’s management and reviewed and discussed this CD&A. Based on our review and such discussions, we recommended to the Board of Directors that the CD&A be included in this Proxy Statement and incorporated by reference into the Annual Report on Form 10-K for the year ended December 31, 2025.

Submitted by the Compensation and Talent Committee of the Board of Directors:

Shirley A. Weis

Laura A. Linynsky

Guy P. Sansone

John M. Starcher, Jr.

Sylvia J. Young

This Compensation and Talent Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of Pediatrix filings under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate such report by reference.

Pediatrix Medical Group, Inc. 30 2026 Proxy Statement

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

Section III: Executive Summary

2025 Business Highlights

We are a national medical group comprised of leading providers of physician services practicing under the Pediatrix® brand. Pediatrix-affiliated clinicians are committed to providing coordinated, compassionate and clinically excellent services to women, babies and children across the continuum of care, both in hospital settings and office-based practices. Our specialties include obstetrics, maternal-fetal medicine and neonatology complemented by multiple pediatric subspecialties. The group’s high-quality, evidence-based care is bolstered by investments in research, education, quality-improvement and safety initiatives. Our unique healthcare model has been in place for more than 40 years, allowing us to focus on what is most important in our industry – taking great care of our patients.

2025 represented an important year of operational stabilization and performance improvement following a period of transition. Throughout the year, we continued executing our revenue cycle management ("RCM") transformation, establishing our hybrid RCM model and stabilizing core processes. As a result, we improved operational visibility, enhanced collections performance and strengthened overall revenue cycle efficiency. We also advanced automation and process optimization initiatives to drive continued performance improvement and continued our stabilization efforts across key operational functions. We renewed our focus on strengthening hospital and health system relationships, recognizing the importance of long-term strategic partnerships to our clinical and financial performance, while assessing and refining our clinical compensation models to better align productivity, quality and market dynamics. We also transformed our recruiting function to enhance clinician engagement, support retention and continue positioning Pediatrix as an employer of choice in a competitive labor environment.

In parallel, we accelerated our practice portfolio optimization strategy to improve profitability and align our footprint with long-term strategic priorities. During 2025, we completed leadership and overhead restructuring initiatives designed to streamline operations and reduce costs. We also selectively expanded our platform, adding one maternal-fetal medicine practice and acquiring multiple neonatology, maternal-fetal medicine and OB hospitalist practices in a single transaction, strengthening our presence in key markets.

2025 also marked an important year for leadership transition. At the beginning of the year, Mr. Ordan was reappointed by the Board of Directors to serve as the Company’s Chief Executive Officer to execute on our strategic initiatives to create shareholder value. In August, Mr. Neeb was appointed by the Board of Directors to serve as the Company’s Chief Investment and Strategy Officer, bringing decades of experience in capital allocation, and in July, Dr. Newman was appointed to serve as a Director on the Board, further strengthening the Board’s clinical and operational expertise.

As a result of the operational improvements and restructuring initiatives undertaken in 2024 and 2025, we entered 2026 as a more focused and efficient organization. Accordingly, our leadership team has continued to operate with our three key strategic priorities in mind as we head into 2026: prioritizing patient-centric care by providing optimal support to our clinicians and our practices, strengthening our existing hospital and health system relationships and looking to be good stewards of our improved financial position and cash flow.

While we continue to operate in a dynamic healthcare environment characterized by reimbursement pressures and labor market challenges, we believe our strengthened balance sheet, improved operating structure and focused strategic priorities position us to deliver consistent performance and create long-term value.

We look forward to building on this momentum throughout 2026.

2026 Proxy Statement 31 Pediatrix Medical Group, Inc.

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

2025 Financial Information

Key financial results for the last three fiscal years are highlighted in the tables below.

Adjusted EBITDA is a non-GAAP financial measure. For a description of the rationale for our presentation of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure, for the years ended December 31, 2025, 2024 and 2023, please see the disclosure under the caption “Non-GAAP Measures” beginning on page 64 in the Annual Report on Form 10-K.

Income from operations was negatively impacted by impairment losses, transformation and restructuring related expenses and loss on disposal of businesses. Excluding such losses and expenses, our income from continuing operations was $183.7 million and $231.1 million for the years ended December 31, 2024 and 2025, respectively.

Response to Say-on-Pay Vote and Shareholder Outreach

Each year, we provide our shareholders with the opportunity to approve, or vote against, the compensation of our NEOs (“say-on-pay”). In 2025, our shareholders overwhelmingly approved our 2024 executive compensation program as disclosed in our 2025 proxy statement with 93.1% of shares voted being cast in favor of approving our say-on-pay proposal.

We are committed to helping our investors understand our executive compensation program, including how it aligns the interests of our executives with our shareholders and how it rewards the achievement of our strategic objectives. We believe that the continued delivery of sustainable long-term value to our shareholders requires regular dialogue. To this end, we regularly make efforts to engage in discussions with our shareholders to obtain a deeper understanding of our investors’ views regarding our compensation program and other important topics, including Company performance and operations, strategic direction, risk and operational oversight and leadership, among other matters. Outside of formal engagement efforts, we interact throughout the year with our shareholders and make ourselves available to them at their request.

Pediatrix Medical Group, Inc. 32 2026 Proxy Statement

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

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.

2026 Proxy Statement 33 Pediatrix Medical Group, Inc.

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

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.

Pediatrix Medical Group, Inc. 34 2026 Proxy Statement

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

CEO Pay At-A-Glance

More than 85% of the target direct compensation (sum of base salary, target bonus and grant value of stock awards, including performance shares at target, but excluding his one-time cash retention award and equity transformation award) of Mr. Ordan, our Chief Executive Officer, was variable and linked to financial performance results in 2025. The chart below reflects the elements of target Chief Executive Officer total direct compensation for Mr. Ordan for 2025. The chart illustrates the alignment of Chief Executive Officer pay to the Company’s performance and shareholder value. For more information on Mr. Ordan’s performance share awards and restricted stock awards for 2025, please see the section below entitled 2025 Equity-Based Awards.

2026 Proxy Statement 35 Pediatrix Medical Group, Inc.

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

Elements of Pay

Our pay philosophy was supported by the following pay elements in our executive compensation program for 2025:

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.

Pediatrix Medical Group, Inc. 36 2026 Proxy Statement

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

Section IV: Overview of the Executive Compensation Program

The Guiding Principles of Our Pay Philosophy

The Compensation and Talent Committee has historically designed our executive compensation program with the following guiding principles in mind:

•Quality of Personnel and Competitiveness. We are committed to employing the highest quality executive team in the healthcare services industry. We expect our executives to be of the highest caliber in terms of business acumen and integrity. We closely analyze and understand compensation for executives at similarly situated companies as part of our efforts to effectively compete for and retain key talent.

•Alignment of Interests. We must offer a total executive compensation package that best supports our leadership talent and growth strategies and focuses executives on financial and operational results. We use a mix of fixed and variable (at-risk) pay to support these objectives, by giving our executives a substantial equity stake in the business and rewarding them for performance that drives shareholder value over the long term.

•Compliance with Regulatory Guidelines and Sensible Standards of Corporate Governance. We monitor our compliance with applicable laws, rules, statutes, regulations and guidelines and monitor our compensation program on an ongoing basis for compliance with the applicable requirements. Specifically, we focus on relevant considerations in the areas of accounting cost, tax impact, cash flow constraints, risk management and other sensible standards of good corporate governance.

How Pay Decisions Are Made

The Compensation and Talent Committee, composed solely of independent Directors, is responsible for making pay decisions for the NEOs. The Compensation and Talent Committee works very closely with its independent consultant and management to examine pay and performance matters throughout the year. The Compensation and Talent Committee has engaged Semler Brossy Consulting Group (“Semler Brossy”), who has been the Compensation and Talent Committee's independent consultant since 2022. The Compensation and Talent Committee’s written charter can be accessed on the Pediatrix website at www.Pediatrix.com.

The Role of the Compensation and Talent Committee and Management

One of the primary roles of the Compensation and Talent Committee is to assist the Board of Directors in the discharge of the Board’s responsibilities related to executive compensation matters, which include:

•Evaluating the performance of and setting pay for the Chief Executive Officer and other NEOs;

•Supervising and making recommendations to the Board of Directors about changes to the executive compensation program;

•Overseeing the annual review of the Company’s incentive compensation elements to determine whether they encourage excessive risk taking, including discussing the relationship between risk management policies and practices and pay;

•Evaluating whether to engage, retain, or terminate an outside consulting firm for the review and evaluation of our executive compensation program and approving such outside consulting firm’s fees and other retention terms; and

•Conducting an annual self-assessment of the Compensation and Talent Committee’s performance.

2026 Proxy Statement 37 Pediatrix Medical Group, Inc.

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

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.

•Acadia Healthcare Company, Inc.	•The Ensign Group. Inc.
•Addus HomeCare Corporation	•Healthcare Services Group, Inc.
•Amedisys, Inc.	•ModivCare Inc.
•Aveanna Healthcare Holdings Inc.	•National HealthCare Corporation
•Brookdale Senior Living, Inc.	•Premier, Inc.
•Chemed Corporation	•RadNet, Inc.
•Cross Country Healthcare, Inc.	•Surgery Partners, Inc.

Pediatrix Medical Group, Inc. 38 2026 Proxy Statement

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

Section V: The Executive Compensation Program in Detail

Base Salary

The Compensation and Talent Committee reviews and approves base salary levels for our NEOs. Base salary decisions generally reflect the Compensation and Talent Committee’s consideration of the external market practices of our peer group for comparable positions, published survey data and subjective factors including the individual’s experience, role, responsibilities and performance.

2025 Base Salary Decisions

The 2025 base salaries for the NEOs were as follows:

NEO	2025 Base Salary
Mark S. Ordan(1)		$	1,000,000
Kasandra H. Rossi		$	450,000
Mary Ann E. Moore		$	500,000
Don Gregory Neeb(1)		$	550,000

(1) Mr. Ordan's appointment as Chief Executive Officer was effective January 12, 2025 and Mr. Neeb's appointment as Chief Investment and Strategy Officer was effective August 1, 2025. The amounts reflected in the table above for Mr. Ordan and Mr. Neeb represent their annual base salaries. Dr. Swift separated from the Company prior to the 2025 base salary adjustments.

The base salaries for Mr. Ordan and Mr. Neeb were established in connection with the commencement of their employment in January and August 2025, respectively, after consulting with Semler Brossy and based on a review of the competitive market. Ms. Rossi's base salary was increased from $425,000 to $450,000 in 2025 to further align with market data and in recognition of performance.

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.

2026 Proxy Statement 39 Pediatrix Medical Group, Inc.

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

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:

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

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.

Pediatrix Medical Group, Inc. 40 2026 Proxy Statement

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

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.

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

2026 Proxy Statement 41 Pediatrix Medical Group, Inc.

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

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

Pediatrix Medical Group, Inc. 42 2026 Proxy Statement

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

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

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.

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

(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.

2026 Proxy Statement 43 Pediatrix Medical Group, Inc.

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

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.

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

2025 Performance Share Metrics

50% of the equity-based awards for 2025 were granted in performance shares that:

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.

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

Pediatrix Medical Group, Inc. 44 2026 Proxy Statement

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

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.

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.

2026 Proxy Statement 45 Pediatrix Medical Group, Inc.

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

The table below outlines the 2025 equity award program:

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:

Adjusted EBITDA Achieved*	Shares Earned(1)
$195,000,000 or Below	0%
$205,000,000	50%
$215,000,000	90%
$225,000,000	100%
$235,000,000	110%
$245,000,000	150%
$255,000,000 or Above	200%

	* 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.

Pediatrix Medical Group, Inc. 46 2026 Proxy Statement

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

2025 Tranches of Prior Year Performance Share Awards

2024 Performance Share Awards

On June 1, 2025, we granted performance shares to Ms. Moore and Ms. Rossi that comprised the second tranche of the 2024 performance share awards, as disclosed in our previously filed proxy statement covering our 2024 equity-based awards. Performance for this tranche will be measured over a one-year period from April 1, 2025 through March 31, 2026. Any shares earned during the measurement period will vest on June 1, 2027. Shares earned will also be subject to an ROIC modifier.

Shares earned under this tranche may vary from 0% to 200% of target based on achievement of Adjusted EBITDA results during the measurement period:

Adjusted EBITDA Achieved*	Shares Earned(1)
$195,000,000 or Below	0%
$205,000,000	50%
$215,000,000	90%
$225,000,000	100%
$235,000,000	110%
$245,000,000	150%
$255,000,000 or Above	200%

* 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.

2023 Performance Share Awards

On March 20, 2025, we granted performance shares to Ms. Moore that comprised the third tranche of the 2023 performance share awards, as disclosed in our previously filed proxy statement covering our 2023 equity-based awards. Performance for this tranche was measured over a one-year period from January 1, 2025 through December 31, 2025. Any shares earned during the measurement period vested on March 1, 2026. Shares earned were also subject to an ROIC modifier.

2026 Proxy Statement 47 Pediatrix Medical Group, Inc.

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

Shares earned under this tranche may vary from 0% to 200% of target based on achievement of Adjusted EBITDA results during the measurement period:

Adjusted EBITDA Achieved*	Shares Earned(1)
$185,000,000 or Below	0%
$195,000,000	50%
$205,000,000	90%
$215,000,000	100%
$225,000,000	110%
$235,000,000	150%
$245,000,000 or Above	200%

* To be adjusted as necessary to exclude the impacts of the following items that are not anticipated in the Company’s fiscal budget: (i) contract issues, including material changes in reimbursement inconsistent with historical trends, any impact related to surprise billing legislation and any unreasonable conduct of payors prompted by or related to this or similar legislation 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.

Pediatrix Medical Group, Inc. 48 2026 Proxy Statement

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

Actual Performance and Shares Earned under Performance Share Awards

2023 Performance Awards

The 2023 Performance Awards were subject to three individual one-year Adjusted EBITDA goals, as well as a three-year average ROIC metric, as set forth below.

Adjusted EBITDA Achieved for the Years Ended December 31			Shares Earned
2023	2024	2025
$205,000,000 or Below	$170,000,000 or Below	$185,000,000 or Below	0%
$215,000,000	$180,000,000	$195,000,000	50%
$225,000,000	$190,000,000	$205,000,000	90%
$235,000,000	$200,000,000	$215,000,000	100%
$245,000,000	$210,000,000	$225,000,000	110%
$255,000,000	$220,000,000	$235,000,000	150%
$265,000,000 or Above	$230,000,000 or Above	$245,000,000 or Above	200%

3-Year Average ROIC	Modifier Applied to Earned Shares
Below 5%	-20%
Above 12%	+20%

The aggregated results of actual Adjusted EBITDA performance over the three year period of $200,418,000 for 2023, $224,022,000 for 2024 and $275,590,000 for 2025 corresponded to 123.4% of the target performance shares being earned by our NEOs, and the achievement of three-year average ROIC of 11.34% resulted in no further adjustment.

2024 and 2025 Performance Awards

Like the 2023 Performance Awards, the 2024 and 2025 Performance Awards are based on Adjusted EBITDA goals subject to further adjustment by an ROIC modifier over the three-year performance period. The actual performance shares earned will be determined following the determination of the Company’s financial results for the applicable three-year period.

Management Transitions

Chief Executive Officer Transition

In connection with his appointment as Chief Executive Officer, Mr. Ordan, the Company and a wholly-owned subsidiary of the Company entered into an employment agreement (the “Ordan Employment Agreement”), which has an initial term of five years, subject to automatic annual renewals thereafter. The Compensation and Talent Committee determined Mr. Ordan’s compensation in consultation with the independent members of the Board of Directors and the Company’s independent compensation consultant. The Compensation and Talent Committee took into account the need to attract and retain top executive talent to execute on the Company’s strategy to create value for shareholders and other stakeholders and the success of the Company under Mr. Ordan’s previous tenure. In determining Mr. Ordan’s compensation, the Compensation and Talent Committee sought to position his target annual compensation opportunity within a competitive range of the peer group median, excluding the Ordan Equity Transformation Award described below in connection with this appointment.

With respect to the one-time cash retention award and Ordan Equity Transformation Award, the Compensation and Talent Committee, among other things, took into account other opportunities that were available to Mr. Ordan that he chose to forego in order to return full time to Pediatrix, and believed that these one-time awards would immediately align Mr. Ordan’s interests with those of shareholders by tying a significant portion of his initial pay to performance hurdles, as was done when Mr. Ordan first joined the Company, and provide him with an appropriate compensation opportunity given the work required to transform the organization and deliver immediate results.

2026 Proxy Statement 49 Pediatrix Medical Group, Inc.

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

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

Pediatrix Medical Group, Inc. 50 2026 Proxy Statement

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

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.

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.

2026 Proxy Statement 51 Pediatrix Medical Group, Inc.

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

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:

Name	Ownership Requirement	Ownership Requirement Achieved
Mr. Ordan	5x base salary	X
Ms. Rossi	2x base salary	X
Ms. Moore	2x base salary	X
Mr. Neeb	2x base salary	X

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.

Pediatrix Medical Group, Inc. 52 2026 Proxy Statement

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

The Compensation and Talent Committee will evaluate NEO ownership levels annually and will review this policy from time to time and, following consultation with the Board of Directors, make modifications as necessary or appropriate.

Anti-Hedging and Anti-Pledging Policy

All Pediatrix Directors, management, financial and other insiders are prohibited from engaging in transactions in Pediatrix securities or derivatives of Pediatrix securities that might be considered hedging, such as selling short or buying or selling options. In addition, it is against the policy for such persons to hold securities in margin accounts or pledge Pediatrix securities as collateral for a loan, unless such person clearly demonstrates the financial capacity to repay the loan without resorting to the pledged securities.

Retirement and Deferred Compensation Plans

We maintain the Thrift and Profit-Sharing Plan (the “401(k) Plan”), to enable eligible employees to save for retirement through a tax-advantaged combination of elective employee contributions and our discretionary matching contributions and provide employees the opportunity to directly manage their retirement plan assets through a variety of investment options.

Although the Company maintains a non-qualified deferred compensation plan, none of the NEOs participate in that plan.

The amounts of the Company’s matching contributions under the 401(k) Plan for 2025 for each of the NEOs are included in the “All Other Compensation” column of the 2025 Summary Compensation Table.

Benefits and Perquisites

We provide our NEOs with certain benefits designed to protect them and their immediate families in the event of illness, disability, or death. We believe it is necessary to provide these benefits in order for us to be successful in attracting and retaining executives in a competitive marketplace, and to provide financial security in these circumstances. NEOs are eligible for health and welfare benefits available to similarly situated eligible Company employees during active employment under the same terms and conditions. These benefits include medical, dental, vision, short-term and long-term disability and group-term life insurance coverage.

Pursuant to the terms of their Employment Agreements or as otherwise provided by the Company’s policies, each of the NEOs is entitled to paid time off each year for vacation, illness, injury, personal days and other similar purposes in accordance with our policies in effect from time to time. Any paid time off not used during a calendar year may be carried over to the next year to the extent permitted under those policies.

The Compensation and Talent Committee has reviewed our perquisites expenditures, and believes they continue to be an important element of the overall compensation package to retain current officers, and in fact command a higher perceived value than the actual cost.

2026 Proxy Statement 53 Pediatrix Medical Group, Inc.

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

Employment Agreements

As described in greater detail below, the Employment Agreements between the Company and each of the NEOs provide for the payment of certain compensation and benefits in the event of the termination of an executive’s employment, the amount of which varies depending upon the reason for such termination. In addition, each NEO’s employment agreement provides that, in the event of a termination by the Company without cause or by the NEO for good reason or due to the death or disability of such NEO, any time-based equity awards will fully vest and any performance-based equity awards will remain outstanding and vest based on actual performance during the performance period. The Compensation and Talent Committee has reviewed the essential terms of these termination provisions, and believes they are reasonable, appropriate, and generally consistent with market practice. Each NEO’s Employment Agreement provides that if any amount payable to the executive would be subject to excise tax under Section 4999 of the Code, then the Company will reduce the payment to an amount equal to the largest portion of such payment that would result in no portion of such payment being subject to excise tax (unless such reduction would result in the executive receiving, on an after tax basis, an amount lower than the unreduced payment after taking into account all applicable federal, state and local employment taxes, income taxes and excise taxes, in which case the payment amount would not be reduced).

For a more detailed explanation of the employment agreement terms governing vesting of equity in various termination events, please see the section below entitled “Potential Payments upon Termination or Change in Control”.

Pediatrix Medical Group, Inc. 54 2026 Proxy Statement

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

2025 Summary Compensation Table

The following table sets forth the 2025 and, to the extent required by SEC disclosure rules, 2024 and 2023 compensation for our NEOs.

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

(1)Stock awards consist of performance share awards and time-based restricted stock awards. The amounts in this column reflect the grant-date fair value of the awards, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”), but excluding the impact of estimated forfeitures. The amounts included for any performance share awards, and for the performance share unit awards granted to Messrs. Ordan and Neeb, are calculated based on the probable outcome of the performance conditions for such awards on the grant date. Assuming the highest level of performance is achieved for the performance share awards granted in 2025, the maximum value of these awards at the grant date would be as follows: Mr. Ordan -$1,833,359; Ms. Rossi -$446,546; Ms. Moore-$1,283,858; Mr. Neeb-$649,699; and Dr. Swift-$1,461,440. With respect to the performance share unit awards granted to Messrs. Ordan and Neeb, under ASC 718, the stock price vesting condition is considered a market condition and not a performance condition. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for the performance share units that could be calculated and disclosed based on achievement of the underlying market condition. For Dr. Swift, the amount reflected represents the portion of the 2023 and 2024 performance share awards granted in 2025 in accordance with their terms. See the Grants of Plan-Based Awards in 2025 table for information on restricted stock awards granted in 2025. For information regarding the assumptions made in calculating the amounts reflected in this column, see Note 15, “Stock Incentive Plans and Stock Purchase Plans,” to our Consolidated Financial Statements included in the Annual Report on Form 10-K.

(2)Reflects one-time cash retention awards paid to Messrs. Ordan and Neeb in connection with the commencement of their employment in 2025, which are subject to pro-rata repayment in the event the executive voluntary resigns (other than for “Good Reason”) or is terminated by the Company for “Cause” during the three years following the executive’s start date.

(3)Reflects additional compensation of $14,000 for 401(k) thrift and profit sharing matching contributions in 2025 and costs incurred by Pediatrix of $179 for term life insurance coverage in 2025.

(4)Reflects additional compensation of $14,000 and $10,350 for 401(k) thrift and profit sharing matching contributions in 2025 and 2024, respectively, and costs incurred by Pediatrix of $261 and $221 for term life insurance coverage in 2025 and 2024, respectively.

(5)Reflects additional compensation of $14,000, $10,350 and $9,900 for 401(k) thrift and profit sharing matching contributions in 2025, 2024 and 2023, respectively, and costs incurred by Pediatrix of $216, $285 and $405 for term life insurance coverage in 2025, 2024 and 2023, respectively.

(6)Reflects additional compensation for costs incurred by Pediatrix of $125 for term life insurance coverage in 2025.

(7)Reflects additional compensation of $8,125 and $9,900 for 401(k) thrift and profit sharing matching contributions in 2024 and 2023, respectively, and costs incurred by Pediatrix of $25, $300 and $424 for term life insurance coverage in 2025, 2024 and 2023, respectively. For 2025, additional compensation reflects the following severance payments that were made in 2025 pursuant to the terms of Dr. Swift's employment agreement: (i) base salary continuation in the amount of $595,834; (ii) continued health, medical, hospitalization and other similar health insurance costs in the amount of $7,405; (iii) performance bonus in the amount $1,218,750; and (iv) a payout of $100,000 for unused leave time upon termination.

2026 Proxy Statement 55 Pediatrix Medical Group, Inc.

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

Grants of Plan-Based Awards in 2025

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards Number of shares of stock or		Grant Date Fair
Name	Grant Date	Approval Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		units (#)(3)		Value of Stock Awards ($)(4)
Mark S. Ordan
Annual cash incentive			N/A			1,500,000		3,000,000		—		—		—		—		—
Performance share award	6/1/25	5/21/25		—		—		—		0		64,783		129,566		—		916,679
Restricted stock award	6/1/25	5/21/25		—		—		—		—		—		—		194,347		2,750,010
Performance share units	1/12/25	1/11/25		—		—		—		0		640,000		640,000		—		4,789,335
Kasandra H. Rossi
Annual cash incentive			N/A			450,000		900,000		—		—		—		—		—
Performance share award	6/1/25	5/21/25		—		—		—		0		8,834		17,668		—		125,001
Restricted stock award	6/1/25	5/21/25		—		—		—		—		—		—		26,502		375,003
Performance share award	6/1/25	5/21/25		—		—		—		0		6,945		13,890		—		98,272
Mary Ann E. Moore
Annual cash incentive			N/A			625,000		1,250,000		—		—		—		—		—
Performance share award	6/1/25	5/21/25		—		—		—		0		22,800		45,600		—		322,620
Performance share award	6/1/25	5/21/25		—		—		—		0		11,779		23,558		—		166,673
Restricted stock award	6/1/25	5/21/25								—		—		—		53,004		750,007
Performance share award	3/20/25	3/20/25		—		—		—		0		10,787		21,574		—		152,636
Don Gregory Neeb
Annual cash incentive			N/A			687,500		1,375,000		—		—		—		—		—
Performance share award	8/1/25	7/30/25		—		—		—		0		27,116		54,232		—		324,850
Restricted stock award	8/1/25	7/30/25		—		—		—		—		—		—		81,346		974,525
Performance share units	8/1/25	7/30/25		—		—		—		0		320,000		320,000		—		2,269,868
James D. Swift, M.D.
Annual cash incentive			N/A			812,500		1,625,000		—		—		—		—		—
Performance share award	6/1/25	5/21/25		—		—		—		0		35,055		70,110		—		496,028
Performance share award	3/20/25	3/20/25		—		—		—		0		16,586		33,172		—		234,692

(1)These columns reflect the range of payouts for 2025 annual cash bonuses under the Plan. Amounts actually earned in 2025 are reported as Non-Equity Incentive Plan Compensation in the 2025 Summary Compensation Table. For a more detailed description of the annual cash awards, see the section entitled “Annual Bonuses” in the CD&A.

(2)Except as described below, represents performance share awards granted under the Plan, for which shares earned have the ability to vary from 0% to 200% of target based on achievement of specified levels of Adjusted EBITDA plus an ROIC modifier during the measurement period. See the sections entitled “2025 Equity-Based Awards” and "2025 Tranches of Prior Year Performance Share Awards" in the CD&A for additional information. The performance share awards granted represent the first third of the 2025 performance share awards, the second third of the 2024 performance share awards and the final third of the 2023 performance share awards. The performance share units granted to Mr. Ordan on January 12, 2025 and to Mr. Neeb on August 1, 2025 are scheduled to vest on the three-year anniversary of the applicable grant date, subject to the achievement of certain stock price hurdles. See the section entitled “Management Transitions” in the CD&A for additional information.

(3)Represents the time-based restricted stock awards granted under the Plan which 25% of the restricted stock award are scheduled to vest on June 1, 2026, 25% are scheduled to vest on June 1, 2027 and 50% are scheduled to vest on June 1, 2028, subject to continued employment. For a more detailed description of our restricted stock and equity-based award granting policies, see the section entitled “2025 Equity-Based Awards” in the CD&A.

(4)The grant-date fair value of the performance share awards and performance share unit awards (in each case, based on the probable outcome of such conditions) and restricted stock awards is determined pursuant to the accounting guidance for equity-based compensation and represents the total amount that is expected to be expensed in our financial statements over the relevant vesting periods. For information regarding the assumptions made in calculating the amounts reflected in this column, see Note 15, “Stock Incentive Plans and Stock Purchase Plans,” to our Consolidated Financial Statements included in the Annual Report on Form 10-K.

Pediatrix Medical Group, Inc. 56 2026 Proxy Statement

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

Outstanding Equity Awards at 2025 Fiscal Year-End

		Stock Awards
	Number of shares or units of stock that have not vested			Market value of shares or units of stock that have not vested(1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested(1)
Mark S. Ordan		194,347	(2)	$	4,157,082
							64,783	(5)	$	1,385,708
							640,000	(6)	$	13,689,600
Kasandra H. Rossi		7,929	(3)	$	169,601
		17,955	(4)	$	384,057
		8,334	(4)	$	178,264
		26,502	(2)	$	566,878
							6,945	(7)	$	148,554
							8,834	(5)	$	188,959
							6,945	(7)	$	148,554
Mary Ann E. Moore		27,832	(3)	$	595,326
		51,300	(4)	$	1,097,307
		53,004	(2)	$	1,133,756
							10,788	(8)	$	230,755
							10,788	(8)	$	230,755
							22,800	(7)	$	487,692
							10,787	(8)	$	230,734
							11,779	(5)	$	251,953
							22,800	(7)	$	487,692
Don Gregory Neeb		81,346	(2)		1,739,991
							27,116	(5)	$	580,011
							320,000	(9)	$	6,844,800
James D. Swift, M.D.							16,586	(8)	$	354,775
							16,586	(8)	$	354,775
							35,055	(7)	$	749,826
							16,586	(8)	$	354,775
							35,055	(7)	$	749,826

(1)Based on a stock price of $21.39, which was the closing price of a share of our common stock on the New York Stock Exchange on December 31, 2025.

(2)25% of these restricted stock awards will vest on June 1, 2026, 25% will vest on June 1, 2027 and 50% will vest on June 1, 2028.

(3)These restricted stock awards vested on March 1, 2026.

2026 Proxy Statement 57 Pediatrix Medical Group, Inc.

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

(4)These restricted stock awards will vest one-third on June 1, 2026 and the remaining two-thirds will vest on June 1, 2027.

(5)These performance share awards will vest on June 1, 2028, subject to achievement of the applicable performance conditions that will determine the ultimate number of shares earned.

(6)These performance share units will vest on January 12, 2028, subject to achievement of the applicable stock price hurdles.

(7)These performance share awards will vest on June 1, 2027, subject to achievement of the applicable performance conditions that will determine the ultimate number of shares earned.

(8)These performance share awards vested on March 1, 2026, subject to achievement of the applicable performance conditions that determined the ultimate number of shares earned.

(9)These performance share units will vest on August 1, 2028, subject to achievement of the applicable stock price hurdles.

Stock Vested in Fiscal Year 2025

	Stock Awards(1)
Name	Number of Shares Acquired on Vesting		Value Realized Upon Vesting(2)
Mark S. Ordan(3)		18,360		$	265,118
Kasandra H. Rossi		16,541		$	242,588
Mary Ann E. Moore		39,186		$	568,175
James D. Swift, M.D.(4)		151,471		$	2,182,697

(1)These columns reflect performance shares and restricted stock previously awarded to the NEO that vested during 2025.

(2)Calculated based on the closing price of a share of our common stock on the New York Stock Exchange on the vesting date.

(3)Amount for Mr. Ordan reflects the vesting of restricted stock previously granted for service on the Board of Directors.

(4)Amount for Dr. Swift reflects an accelerated vesting of equity awards in connection with his termination without "Cause" during 2025 in accordance with his employment agreement.

Potential Payments Upon Termination or Change in Control

The Employment Agreements between the Company and each of the NEOs provide for the payment of certain compensation and benefits in the event of the termination of an executive’s employment, the amount of which varies depending upon the reason for such termination. Those provisions are summarized below.

Effective January 12, 2025, Dr. Swift transitioned from his position as the Company’s Chief Executive Officer as a result of his termination by the Company without Cause, as that term was defined in his Third Amended and Restated Employment Agreement. The termination of Dr. Swift and the severance and other termination benefits paid to him was in accordance with his employment agreement and no discretionary severance amounts were paid. Pursuant to his employment agreement, a termination without Cause requires the Company to (a) pay the Accrued Obligations through the termination date, (b) pay Dr. Swift a pro rata portion of the target bonus he would have received for the year in which his employment terminates ($68,981), (c) continue to pay Dr. Swift's base salary for a period of 24 months after the termination date ($1.3 million in the aggregate), (d) continue to pay the executive's health, medical, hospitalization and other similar health insurance costs for a period of 24 months after the termination date ($65,000 in the aggregate), and (e) pay the executive an amount equal to the greater of 1.5 times his “average annual performance bonus” or 1.5 times his target bonus amount ($1.219 million), in exchange for a Separation Agreement that includes a release of all potential claims. The employment agreement for Dr. Swift also provided that, in the event his employment was terminated by the Company without Cause, the time-based portion of the equity awards granted to Dr. Swift would immediately become fully vested, non-forfeitable and, if applicable, exercisable, and all performance based share awards would remain outstanding and vest based upon actual performance determined at the end of the applicable performance period. The accelerated vesting received by Dr. Swift was valued at approximately $2.2 million. In addition, in accordance with the Company’s paid time off policies, Dr. Swift was paid $100,000, in respect of his earned but unused paid time off in connection with his termination.

Pediatrix Medical Group, Inc. 58 2026 Proxy Statement

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

Termination by Company for Cause. In the event that any of the continuing NEOs' employment with the Company is terminated by the Company for Cause (as defined in each executive’s respective Employment Agreement with the Company), then the Company will pay the executive his or her base salary through the termination date at the rate in effect at the termination date, reimburse the executive for any reasonable business expenses incurred through the date of termination and pay any vacation payout and any other benefits that are vested benefits under applicable employer benefit plans or that are required by applicable law (collectively, the "Accrued Obligations").

Termination due to Executive’s Death. In the event that any of the continuing NEOs' employment terminates because of his or her death, then the Company will pay to the executive’s estate the Accrued Obligations and a pro rata target bonus for the year in which his or her employment terminates. In addition, Mr. Ordan and Mr. Neeb would be entitled to receive any earned but unpaid bonus for the year prior to the year in which the termination occurs.

Termination due to Disability. In the event of a termination of any of the continuing NEOs' employment due to his or her Disability (as defined in accordance with such executive’s respective Employment Agreement), then the Company will continue to pay the executive’s base salary for a period of 90 days after the date of Disability under the Company’s short term disability policy. If the NEO’s Disability continues following such 90-day period, the Company may terminate the NEO, in which case, subject to his or her execution and non-revocation of a release of claims in favor of the Company, the NEO would be entitled to a pro rata target bonus for the year in which his or her employment terminates and the Accrued Obligations through the date of termination. In addition, Mr. Ordan and Mr. Neeb would be entitled to receive any earned but unpaid bonus for the year prior to the year in which the termination occurs.

Termination by Company without Cause or by Executive for Good Reason. If the Company terminates Ms. Rossi or Ms. Moore's employment without Cause or if the executive terminates his or her employment for Good Reason (each as defined in the executive’s Employment Agreement), then, subject to his or her execution and non-revocation of a release of claims in favor of the Company, the Company will (a) pay the Accrued Obligations through the date of termination, (b) continue to pay the executive’s base salary and health, medical, hospitalization and other similar health insurance costs on the same basis as regular, full-time employees for a period of 24 months after the termination date, (c) pay the executive an amount equal to the greater of 1.5 times his or her “average annual performance bonus” (as defined in the executive’s Employment Agreement) or 1.5 times his or her target bonus amount, and (d) pay the executive a pro rata portion of the target bonus for the year in which his or her employment terminates.

Under the terms of their respective employment agreement, if the Company terminates Mr. Ordan or Mr. Neeb’s employment without Cause (including the non-renewal of the employment term by the Company) or if Mr. Ordan or Mr. Neeb terminates his employment for Good Reason (each as defined in the executive’s Employment Agreement), he would be entitled to (i) cash severance equal to two times his base salary, plus two times the greater of his average annual performance bonus and his target bonus, plus (ii) a pro rata bonus for the year of termination based on actual performance, and (iii) the acceleration of his then-outstanding equity awards, with any performance-based awards subject to the achievement of the underlying performance goals.

Termination by Company without Cause or by Executive for Good Reason in Connection with a Change in Control. In the event of Mr. Ordan or Mr. Neeb’s employment is terminated 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, he will be entitled to (i) 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 (ii) a pro rata bonus for the year of termination based on actual performance and (iii) the acceleration of his 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.

2026 Proxy Statement 59 Pediatrix Medical Group, Inc.

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

Termination by Executive other than for Good Reason. Each NEO may terminate his or her employment, other than for Good Reason or due to a Change in Control (as defined in the executive’s Employment Agreement), upon 90 days’ notice to the Company. In such event, the Company will continue to pay the executive his or her base salary through the termination date and reimburse the executive for any reasonable business expenses incurred through the date of termination. The Company may specify a termination date for the employment of any of the NEOs that is less than 90 days after the Company’s receipt of written notice of such termination from the executive.

Termination due to Retirement. If Mr. Ordan's employment is terminated due to his Retirement (as defined in the Ordan Employment Agreement), then any time-based equity awards granted to Mr. Ordan prior to termination of his employment will immediately become fully vested, non-forfeitable and, if applicable, exercisable, and all performance-based shares awards will remain outstanding and vest based upon actual performance determined at the end of the applicable performance period, with any awards granted within 12 months of Mr. Ordan’s Retirement to vest on a prorated basis. As of December 31, 2025, Mr. Ordan was not eligible for Retirement under the Ordan Employment Agreement.

Vesting of Equity Awards. In the event that any of the continuing NEOs' employment is terminated due to Disability or death, by the Company without Cause or by the NEO for Good Reason, any time-based equity awards granted to the executive prior to termination of his or her employment will immediately become fully vested, non-forfeitable and, if applicable, exercisable, and all performance-based shares awards will remain outstanding and vest based upon actual performance determined at the end of the applicable performance period. In addition, in the event of a Change of Control, (i) all time-based equity awards granted to the NEO will immediately become fully vested, non-forfeitable and, if applicable, exercisable and (ii) all performance-based equity awards granted to such executives for which the applicable performance condition has been met at the time of such Change in Control will immediately become fully vested, non-forfeitable and, if applicable, exercisable.

Change in Control. In the event of a Change in Control (as defined in the Plan), the performance criteria under the annual bonus program will automatically be deemed to have achieved a minimum level of 100% of target and will be payable to the executive no later than 30 days after such Change in Control.

Payments of Unused Leave Time. In accordance with the Company’s paid time off policies, an executive officer will be paid any earned but unused paid time off upon termination. This payment will occur in all termination events. In addition to the leave time that the executive accrues in any year, such executive may carry forward 10 days of leave time from the prior year; therefore, the maximum payout upon termination for each executive would be the value of such executive’s contracted annual leave time plus 10 carry-over days.

Restrictive Covenants. Pursuant to his or her Employment Agreement, each executive officer is subject to certain restrictive covenants that survive termination of employment, such as 18 or 24 month non-solicitation and non-competition restrictive covenants, a customary confidentiality agreement surviving the term of the Employment Agreement and a 10-year non-disparagement restrictive covenant. If the executive fails to comply with any of those restrictive covenants, the executive will not be entitled to receive any further payments or benefits as a result of the termination of the executive’s employment (other than base salary through the date of termination and reimbursement of any reasonable business expenses incurred through the date of termination). In addition, the Company then will have the right to terminate without advance notice any future payments and benefits of every kind that otherwise would be due to the executive on account of termination of the executive’s employment.

Pediatrix Medical Group, Inc. 60 2026 Proxy Statement

Executive Compensation: Compensation Discussion and Analysis (“CD&A”)

The following table illustrates the payments and benefits that each of Mr. Ordan, Ms. Rossi, Ms. Moore and Mr. Neeb would have received under his or her Employment Agreement and the annual bonus program if his or her employment with the Company had terminated for any of the reasons described above on December 31, 2025. The amounts received by Dr. Swift in connection with his separation in January 2025 are described above. The amounts presented in the table reflect compensation (including equity ownership) at such year end, are estimates only and do not necessarily reflect the actual value of the payments and other benefits that would be received by the NEOs, which amounts would only be known at the time that employment actually terminates.

		TRIGGERING EVENT
Executive	Compensation Components	Change in  Control			Termination Change in Control		By Executive without Good Reason		By Company for Cause			By Company without Cause			By Executive for Good Reason			By the Company by Reason of Executive’s Disability			By Company Due to Executive’s Death
Mark S.	Cash Severance(1)		$	—	$	10,200,000	$	—		$	—		$	7,700,000		$	7,700,000		$	2,950,000		$	2,700,000
Ordan	Long-Term Incentives(2)			8,314,165		8,314,165		—			—			8,314,165			8,314,165			8,314,165			8,314,165
	Total Benefit to Employee		$	8,314,165	$	18,514,165	$	—		$	—		$	16,014,165		$	16,014,165		$	11,264,165		$	11,014,165
Kasandra H.	Cash Severance(1)		$	—	$	—	$	—		$	—		$	2,385,000		$	2,385,000		$	922,500		$	810,000
Rossi	Long-term Incentives(2)			1,298,801		—		—			—			1,298,801			1,298,801			1,298,801			1,298,801
	Total Benefit to Employee		$	1,298,801	$	—	$	—		$	—		$	3,683,801		$	3,683,801		$	2,221,301		$	2,108,801
Mary Ann E.	Cash Severance(1)		$	—	$	—	$	—		$	—		$	3,062,500		$	3,062,500		$	1,250,000		$	1,125,000
Moore	Long-Term Incentives(2)			2,826,389		—		—			—			2,826,389			2,826,389			2,826,389			2,826,389
	Total Benefit to Employee		$	2,826,389	$	—	$	—		$	—		$	5,888,889		$	5,888,889		$	4,076,389		$	3,951,389
Don Gregory	Cash Severance(1)		$	—	$	2,993,733	$	—		$	—		$	2,993,733		$	2,993,733		$	656,233		$	518,733
Neeb	Long-Term Incentives(2)			3,479,982		3,479,982		—			—			3,479,982			3,479,982			3,479,982			3,479,982
	Total Benefit to Employee		$	3,479,982	$	6,473,715	$	—		$	—		$	6,473,715		$	6,473,715		$	4,136,215		$	3,998,715

(1)Cash severance includes: in all cases, continuation of base salary through the termination date and any reimbursement owed to the executive for any reasonable business expenses incurred through the date of termination, plus (i) in the case of termination by the Company without Cause or by the executive for Good Reason, (a) continuation of base salary for 24 months after the termination date, (b) the target performance bonus, on a pro rata basis, for the fiscal year, and (c) an amount equal to one and a half times the greater of the executive’s “average annual performance bonus” and the executive’s target bonus, and (ii) in the case of termination by the Company on account of the executive’s Disability or death, the target performance bonus, on a pro rata basis, for the fiscal year, and in the case of a Disability, the executives’ base salary for 90 days after the date of disability. Under the terms of the annual bonus program, in the event of a Change in Control, the applicable performance criteria will automatically be deemed to have achieved a minimum level of 100% of target. As actual bonuses paid under the 2025 annual bonus program exceeded the target amounts, no cash severance is reflected for a Change in Control in the table above.

(2)This amount reflects the value of the executive’s unvested restricted stock as of December 31, 2025 that would vest if a specified termination event had occurred on December 31, 2025. In the case of a Change in Control, the vesting of such unvested restricted stock is immediate whether or not the executive’s employment is terminated.

2026 Proxy Statement 61 Pediatrix Medical Group, Inc.

   

Chief Executive Officer Pay Ratio

Our aggregate compensation paid to Mr. Ordan for 2025 was $14,170,209, which differs from the amount reported in the Total column of the 2025 Summary Compensation Table due to the annualization of Mr. Ordan’s compensation to reflect his early January commencement of employment with the Company. Since Mr. Ordan was appointed Chief Executive Officer effective January 12, 2025, we annualized his base salary and the cost of term life insurance coverage. We did not annualize the value of Mr. Ordan’s annual bonus, annual equity awards, cash retention award, equity transformation award or the amount of 401(k) thrift and profit-sharing contributions made by the Company on his behalf as the value of such benefits and awards was not impacted by the period of service during 2025.
 

The identification of the median employee was determined based on 2025 W-2 compensation for all of our employees employed on December 31, 2025, with the compensation for any full-time employees who were not employed by us for all of 2025 annualized. Once the median employee was identified, we calculated our median employee’s compensation in accordance with the rules applicable to the 2025 Summary Compensation Table, resulting in 2025 compensation for our median employee of $155,070. As a result, we estimate that our Chief Executive Officer’s 2025 total compensation was approximately 91 times that of our median employee.

Pediatrix Medical Group, Inc. 62 2026 Proxy Statement

   

Pay Versus Performance

The following tables provide pay versus performance information required by Regulation S-K. For information regarding the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation: Compensation Discussion and Analysis.”

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

		Value of Initial Fixed $100 Investment Based On:
Year	Total Shareholder Return			Peer Group Total Shareholder Return(4)			Net Income (Loss) ($ in thousands)				Adjusted EBITDA ($ in thousands)(5)
2025		$	87.16		$	77.88		$	165,388			$	275,590
2024		$	53.46		$	78.31		$	(99,069	)		$	224,022
2023		$	37.90		$	75.74		$	(60,408	)		$	200,418
2022		$	60.55		$	77.81		$	66,331			$	241,033
2021		$	110.88		$	105.76		$	130,937			$	265,476

(1)Dr. Swift served as our principal executive officer ("PEO") in 2025 until January 12, 2025, and Mr. Ordan served as our PEO for the remainder of 2025. Dr. Swift served as our PEO for the entirety of 2024 and 2023. Mr. Ordan served as our PEO for the entirety of 2021 and 2022. For purposes of the table, Dr. Swift is our First PEO and Mr. Ordan is our Second PEO.

(2)Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K, however, as required, the dollar amounts include (among other items) equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid during the applicable years. The table below sets forth each adjustment made during the years presented in the table to calculate the compensation “actually paid,” in accordance with Item 402(v) of Regulation S-K, to our NEOs during each year in the table.

(3)During 2025, our non-PEO NEOs consisted of Ms. Rossi, Ms. Moore and Mr. Neeb. In 2024, our non-PEO NEOs consisted of Ms. Rossi, Ms. Moore, Mr. Richards, Dr. Pickert and Mr. Wood. In 2023, our non-PEO NEOs consisted of Ms. Moore, Mr. Richards, Dr. Pickert and Mr. Wood. In 2022, our non-PEO NEOs consisted of Mr. Richards and Dominic Andreano, our former Executive Vice President and General Counsel, Ms. Moore and Dr. Swift. During 2021, our non-PEO NEOs consisted of Mr. Richards and Andreano, Mr. John C. Pepia, Ms. Moore and Roger “Mack” Hinson, M.D.

(4)The peer group used by the Company consists of the companies used in the S&P 600 Health Care Index, the index used in the Company’s performance graph reported in Part II, Item 5 of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

(5)Adjusted EBITDA is the financial measure from the Tabular List of 2025 Most Important Measures shown below, which, in the Company’s assessment, represents for 2025 the most important performance measure used to link compensation actually paid to our CEOs and other NEOs to the Company’s performance. Adjusted EBITDA is defined on page 34 and is a non-GAAP financial measure.

2026 Proxy Statement 63 Pediatrix Medical Group, Inc.

Pay Versus Performance

Adjustments to Calculate Compensation “Actually Paid” to First PEO(7)	2025				2024				2023
SCT Total		$	2,775,881			$	3,301,012			$	2,237,839
Minus: Grant Date Fair Value of Awards Granted During the Year(8)		$	(730,720	)		$	(1,180,087	)		$	(1,025,015	)
Plus (Minus): CAP Adjustments Calculated Using SEC Methodology(9)		$	909,203			$	2,303,113			$	407,908
CAP Total		$	2,954,364			$	4,424,038			$	1,620,732

Adjustments to Calculate Compensation “Actually Paid” to Second PEO(7)	2025				2022				2021
SCT Total		$	14,140,217			$	4,655,746			$	6,848,969
Minus: Grant Date Fair Value of Awards Granted During the Year(8)		$	(8,456,024	)		$	(3,500,013	)		$	(3,500,021	)
Plus (Minus): CAP Adjustments Calculated Using SEC Methodology(9)		$	19,208,155			$	(615,030	)		$	5,666,653
CAP Total		$	24,892,348			$	540,703			$	9,015,601

Adjustments to Calculate Compensation “Actually Paid” to	2025				2024				2023				2022				2021
Non-PEO NEOs(6)
SCT Total		$	3,402,819			$	2,078,530			$	1,721,885			$	1,699,411			$	2,107,197
Minus: Grant Date Fair Value of Awards Granted During the Year(7)		$	(1,853,151	)		$	(715,395	)		$	(931,681	)		$	(1,081,261	)		$	(990,016	)
Plus (Minus): CAP Adjustments Calculated Using SEC Methodology(8)		$	4,485,177			$	1,248,266			$	400,928			$	(253,590	)		$	1,408,032
CAP Total		$	6,034,845			$	2,611,401			$	1,191,132			$	364,560			$	2,525,213

(6)As shown in these tables, the Compensation “Actually Paid” totals represent the SCT totals for the applicable year, but adjusted as required by SEC rules to include the fair value of current and prior year equity awards that are outstanding, vested or forfeited during the applicable year, instead of the grant date value of awards granted during the applicable year.

(7)Represents the total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for the applicable year.

(8)The fair value of equity component of the CAP calculation was determined in accordance with SEC methodology for this disclosure. Unlike the SCT, which reflects the grant date fair value of equity awards granted during the applicable year, the CAP table reflects equity fair value as follows:

•for awards granted during the applicable year (and which are still outstanding), the year-end value; plus

•for awards granted during prior years that were still outstanding as of the applicable year-end, the change in value as of the applicable year-end compared against the prior year-end; plus

•for awards granted in prior years that vested during the applicable year, the change in value as of the vesting date compared against the prior year-end; plus

•for any awards granted in the applicable year that vested during the applicable year, the value as of the vesting date; plus

Pediatrix Medical Group, Inc. 64 2026 Proxy Statement

Pay Versus Performance

•the value of any dividend equivalents that were paid during the applicable year that are not otherwise included in total compensation; minus

•for awards granted in prior years that were forfeited during the applicable year, the value as of the prior year-end.

The specific calculations with respect to the CAP fair value of equity for the relevant years are shown in the tables below:

First PEO – CAP Equity Adjustments	2025				2024			2023
YE Value of Current Year Awards Outstanding as of YE		$	1,104,601			$	2,057,295		$	616,999
Change in Value as of YE for Prior Year Awards Outstanding as of YE		$	—			$	240,247		$	(187,294	)
Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year		$	(195,398	)		$	5,571		$	(21,797	)
Value as of Vesting Date for Current Year Awards That Vested During the Year		$	—			$	—		$	—
Value as of Vesting Date for Dividend Equivalents Paid During the Year Not Otherwise Included in Total Compensation		$	—			$	—		$	—
Value as of Prior YE for Prior Year Awards Forfeited During the Year		$	—			$	—		$	—
Value of Equity for CAP Purposes		$	909,203			$	2,303,113		$	407,908

Second PEO – CAP Equity Adjustments	2025				2022				2021
YE Value of Current Year Awards Outstanding as of YE		$	19,232,391			$	—			$	4,664,583
Change in Value as of YE for Prior Year Awards Outstanding as of YE		$	—			$	—			$	—
Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year		$	(24,236	)		$	(1,748,149	)		$	1,002,070
Value as of Vesting Date for Current Year Awards That Vested During the Year		$	—			$	1,133,119			$	—
Value as of Vesting Date for Dividend Equivalents Paid During the Year Not Otherwise Included in Total Compensation		$	—			$	—			$	—
Value as of Prior YE for Prior Year Awards Forfeited During the Year		$	—			$	—			$	—
Value of Equity for CAP Purposes		$	19,208,155			$	(615,030	)		$	5,666,653

2026 Proxy Statement 65 Pediatrix Medical Group, Inc.

Pay Versus Performance

Non-PEO NEOs – CAP Equity Adjustments	2025				2024			2023				2022				2021
YE Value of Current Year Awards Outstanding as of YE		$	4,057,776			$	834,923		$	560,818			$	350,057			$	1,310,553
Change in Value as of YE for Prior Year Awards Outstanding as of YE		$	453,943			$	122,479		$	(150,476	)		$	(496,890	)		$	60,423
Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year		$	(26,542	)		$	2,366		$	(9,414	)		$	(106,757	)		$	37,056
Value as of Vesting Date for Current Year Awards That Vested During the Year		$	—			$	288,498		$	—			$	—			$	—
Value as of Vesting Date for Dividend Equivalents Paid During the Year Not Otherwise Included in Total Compensation		$	—			$	—		$	—			$	—			$	—
Value as of Prior YE for Prior Year Awards Forfeited During the Year		$	—			$	—		$	—			$	—			$	—
Value of Equity for CAP Purposes		$	4,485,177			$	1,248,266		$	400,928			$	(253,590	)		$	1,408,032

Pediatrix Medical Group, Inc. 66 2026 Proxy Statement

Pay Versus 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”).

2026 Proxy Statement 67 Pediatrix Medical Group, Inc.

Pay Versus 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”).

Tabular List of Most Important Financial Performance Measures

We consider the below financial performance measures to be the most important measures used by us to link NEO compensation to Company performance. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis.”

Most Important Financial Measures
•Adjusted EBITDA	•Adjusted Income From Operations
•Stock Price

Pediatrix Medical Group, Inc. 68 2026 Proxy Statement

Director Compensation

The non-employee Directors receive the following compensation for their service, which was increased effective May 1, 2025 following consultation with Semler Brossy in order to better align the compensation of our non-employee Directors with our peer group median: (i) an annual retainer fee of $95,000 (increased from $80,000), payable quarterly; (ii) an additional annual retainer fee of $60,000 (increased from $50,000), payable quarterly, for the Lead Independent Director; (iii) an additional annual retainer fee of $30,000 (increased from $22,500), payable quarterly, for the Chair of the Audit Committee; (iv) an additional annual retainer fee of $20,000 (increased from $15,000), payable quarterly, for the Chair of the Compensation and Talent Committee; and (v) an additional annual retainer fee of $15,000 (increased from $12,500), payable quarterly, for the Chair of the Nominating and Corporate Governance Committee. In addition, each year, each non-employee Director is granted restricted stock with a grant date fair value of $165,000 (increased from $150,000), vesting on the first anniversary of the award, on the date of such non-employee Director’s election at the Company’s annual meeting of shareholders.

We provide grants of equity to our Directors because we believe that it helps foster a long-term perspective and aligns our Directors’ interests with that of our shareholders. All non-management members of our Board of Directors are required to own Pediatrix common stock worth three times their annual base cash retainer fee. Pediatrix also reimburses all of its Directors for out-of-pocket expenses incurred in connection with the rendering of services as a Director.

The following table includes all non-employee Directors who served in 2025. Dr. Swift, our former Chief Executive Officer, did not earn additional income for his service as a Director in 2025. As the Executive Chair of the Board, Mr. Ordan received an incremental monthly fee of $85,000 from March 2024 through January 11, 2025, but did not receive additional compensation for his service as a Director following the commencement of his employment as Chief Executive Officer on January 12, 2025.

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

(1)This column reports the amount of cash compensation earned in 2025 for Board and committee service.

(2)The amounts in this column reflect the grant date fair value of the restricted stock awards granted to the non-employee Directors in 2025, calculated in accordance ASC 718, but excluding the impact of estimated forfeitures. For information regarding the assumptions made in calculating the amounts reflected in this column, see Note 15, “Stock Incentive Plans and Stock Purchase Plans,” to our Consolidated Financial Statements included in the Annual Report on Form 10-K filed on February 19, 2026. The following Directors had outstanding restricted stock awards at the end of fiscal year 2025: Mr. Sansone (11,427); Ms. Linynsky (11,427); Mr. McEachin (11,427); Dr. Newman (9,737); Mr. Rucker (11,427); Mr. Starcher (11,427); Ms. Weis (11,427); and Mrs. Young (11,427). Please see the “Outstanding Equity Awards at 2025 Fiscal Year-End” table above for information regarding the awards held by Mr. Ordan at the end of fiscal year 2025.

(3)Dr. Newman was appointed to the Board effective July 1, 2025.

2026 Proxy Statement 69 Pediatrix Medical Group, Inc.

   

Share Ownership Information

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information concerning the beneficial ownership of common stock of Pediatrix as of March 9, 2026, for the following:

•Each person known to us to be a beneficial owner of more than 5% of our outstanding shares of common stock;

•Each of our Directors;

•Our Chief Executive Officer and our other NEOs; and

•All of our Directors and executive officers as a group.

	Common Stock Beneficially Owned(2)
Name of Beneficial Owner(1)	Shares		Percent
BlackRock, Inc.(3)		12,512,609		15.1	%
The Vanguard Group, Inc.(4)		10,393,239		12.5	%
Laura A. Linynsky(5)		32,232	*
Thomas A. McEachin(6)		66,083	*
Kurt D. Newman, M.D.(7)		9,737	*
Michael A. Rucker(8)		59,101	*
Guy P. Sansone(9)		79,748	*
John M. Starcher Jr.(10)		66,064	*
Shirley A. Weis(11)		47,455	*
Sylvia J. Young(12)		40,618	*
Mary Ann E. Moore.(13)		305,570	*
Don Gregory Neeb (14)		162,692	*
Mark S. Ordan(15)		497,152	*
Kasandra H. Rossi (16)		113,692