Pediatrix Medical Group (MD) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 8, 2025, to be held virtually, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of March 10, 2025, are entitled to vote, with one vote per share; 85,816,882 shares outstanding.

• The Board recommends voting FOR all proposals, including the eight director nominees, PricewaterhouseCoopers LLP as auditor, and the executive compensation package.

• Proxy materials are distributed electronically, with options for paper copies upon request.

Voting matters and shareholder proposals

• Proposals include electing eight directors, ratifying the auditor, an advisory vote on executive compensation, and other business.

• Shareholders may submit proposals for the 2026 meeting between September 29 and November 28, 2025.

Board of directors and corporate governance

• Eight director nominees are presented, with detailed biographies and committee memberships.

• The Board has Audit, Compensation and Talent, Nominating and Corporate Governance, and Strategy Committees, all with written charters.

• Majority of directors are independent; the Chair and CEO roles are currently combined.

• Board diversity: 38% women, 13% racial diversity, average tenure 4 years, average age 62.7.

• Directors are required to own stock worth three times their annual retainer.