X0206 3 2020-02-13 0 0000893949 MEDNAX, INC. MD 0001722950 Nikolopoulos Nicholas 1301 CONCORD TERRACE SUNRISE FL 33323 0 1 0 0 EVP Chf Strategy & Growth Offi Common Stock 87033 D Common Stock 48095 D Restricted shares granted pursuant to the Issuer's Amended and Restated 2008 Incentive Compensation Plan (the "Plan") as an inducement grant in connection with the hiring of the Reporting Person in February 2019, by the Issuer. The Restricted shares will vest one-third on March 1, 2021 and two-thirds on March 1, 2022 subject to the terms of the Plan. Restricted shares granted pursuant to the Plan in connection with the Reporting Person's annual equity award. The number of shares being reported represents the "target" number of restricted shares and does not include the right of the reporting person to receive up to 12,024 additional shares based on the achievement of certain performance-based criteria for the twelve months ending December 31, 2020. The actual number of shares earned could be less than or greater than the target number, depending on the level of performance achieved, and all of the restricted shares granted are subject to forfeiture if minimum levels of performance are not met. Any restricted shares earned will not vest any earlier than in three equal installments on March 1, 2021, March 1, 2022 and March 1, 2023, subject to the terms of the Plan. /s/ Dominic J. Andreano, Attorney-in-Fact 2020-02-19