Pediatrix Medical Group, Inc 10-K/A, filed Apr 28, 2020

About this 10-K/A

Pediatrix Medical Group, Inc. (MD)

10-K/A 2020-04-28 For: 2019-12-31

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Added on April 10, 2026

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Non-accelerated filer

Smaller reporting company

Emerging growth company

Pediatrix Medical Group, Inc filed this 10-K/A on April 28, 2020, covering the fiscal year ended December 31, 2019.

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FLORIDA		26-3667538
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1301 Concord Terrace, Sunrise, Florida		33323
(Address of principal executive offices)		(Zip Code)


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share	MD	New York Stock Exchange


PART III

Item 10.	Directors, Executive Officers and Corporate Governance	1
Item 11.	Executive Compensation	11
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	36
Item 13.	Certain Relationships and Related Transactions, and Director Independence	38
Item 14.	Principal Accounting Fees and Services	39

PART IV

Item 15.	Exhibits, Financial Statement Schedules	41
Item 16.	Form 10-K Summary	45


Name	Age		Position with MEDNAX
Roger J. Medel, M.D. (1)(5)		73	Chief Executive Officer and Director
Cesar L. Alvarez (1)		72	Chairman of the Board of Directors
Manuel Kadre (1)(2)(4)		54	Lead Independent Director
Karey D. Barker (2)(4)		52	Director
Waldemar A. Carlo, M.D. (4)(5)		67	Director
Michael B. Fernandez (3)		67	Director
Paul G. Gabos (1)(2)		55	Director
Pascal J. Goldschmidt, M.D. (5)		66	Director
Carlos A. Migoya (3)		69	Director
Michael A. Rucker (2)(5)		50	Director
Enrique J. Sosa, Ph.D. (3)		80	Director
Stephen D. Farber		50	Executive Vice President and Chief Financial Officer
Dominic J. Andreano		51	Executive Vice President, General Counsel and Secretary
Nikos Nikolopoulos		52	Executive Vice President, Chief Strategy and Growth Officer
John C. Pepia		57	Senior Vice President, Chief Accounting Officer


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. Following our 2019 Annual Meeting of Shareholders in May, we refreshed our Compensation Committee membership, appointing Mr. Migoya, a newly elected Director, to the Compensation Committee and Dr. Sosa as the new Chair. With Dr. Sosa’s upcoming retirement from the Board, the Company plans to make additional changes to the Committee Composition in 2020. At our 2019 Annual Meeting of Shareholders, the compensation of our NEOs was not approved by our shareholders. During 2019, we met regularly with active shareholders throughout the year during industry conferences, in meetings at our offices or at the offices of our shareholders and through conference telephone calls. The Company’s shareholder base experienced significant turnover during 2019. Of the Company’s top 25 shareholders at December 31, 2019, only thirteen were top 25 shareholders at December 31, 2018, and, by ownership, more than half of the shares owned by the Company’s top 25 shareholders changed hands from December 31, 2018 to December 31, 2019. The Company has engaged in dialogue with shareholders representing 63% of its top 25 share holdings as of December 31, 2019. Outside of formal engagement efforts, we interact throughout the year with our shareholders and make ourselves available to them at their request. The Company plans to further engage with its shareholders in connection with its 2020 Annual Meeting of Shareholders in August 2020. CEO Pay At-A-Glance Our CEO’s target direct compensation (sum of base salary, target bonus and grant value of stock awards, including performance shares at target) is almost entirely variable (approximately 94%) and linked to financial performance results. In light of the results of the 2019 shareholders’ vote on the compensation of our named executive officers, in July 2019, Dr. Medel, our CEO, elected to reduce his salary to $1.00 on a net basis, after applicable withholding and employment taxes with respect to taxable perquisites or employer-provided group health and welfare benefit contributions, for the remainder of his employment period, as defined in his employment agreement. Prior thereto, in February 2019, the Compensation Committee decreased the grant value of Dr. Medel’s 2019 equity award to $6,150,000, an amount consistent with his awards prior to 2018. The charts below reflect the elements of target and actual CEO total direct compensation awarded to Dr. Medel for 2017, 2018 and 2019 performance, including the decrease in base salary for the latter half of 2019. The charts demonstrate the alignment of CEO pay to the Company’s performance and shareholder value, as Dr. Medel has not realized target levels of compensation for the past three years and has not received a target bonus payment in the past four years. For more information on Dr. Medel’s performance share awards and restricted stock awards for 2019, please see the section below entitled 2019 Equity-Based Awards.				Measuring Pay-for-Performance at MEDNAX 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 MEDNAX specifically, factors such as timing, size and type of acquisitions, effects of the diversification of our services, effects of same-unit volume and reimbursement-related factors, including payor mix shifts, are often unpredictable. For these reasons, we do not use relative total shareholder return as a key performance metric in our program. Instead, our performance goals are focused on internal key financial metrics that drive long-term value creation, such as revenue and profitability. Our past financial performance demonstrates, and we fully expect, that meeting these metrics will over time translate into increased shareholder value. For equity-based awards, our share price ultimately should reflect whether we have executed this strategy successfully and the three-year vesting schedule for equity grants ensures our officers maintain a long-term perspective. For many of these same reasons, we do not incorporate financial goals over a multi-year period (such as cumulative earnings over three years) into our officer compensation program. Our long-term strategy emphasizes continued growth through a disciplined approach in acquiring established physician practices in our specialties, and any multi-year goals would necessarily need to reflect assumptions and projections about both the level and type of acquisitions made during the measurement period. We believe, however, that the multi-year vesting of our equity awards effectively encourages long-term growth and performance. The Compensation Committee believes that this approach is in the best interests of all of MEDNAX’s constituents. Of course, we will continue to refine our approach as the healthcare landscape continues to evolve.


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 100% on annual income from operations performance.
Long-Term Incentives	Equity (Variable)	Comprised of 50% restricted stock that vests over three years and 50% performance shares tied to the achievement of net revenue and Adjusted EBITDA targets, which vest over three years if the performance goals are achieved.


• Acadia Healthcare Company, Inc.	• Encompass Health (f/k/a HealthSouth)	• Magellan Health Services, Inc.

• Amedisys, Inc.	• Envision Healthcare Corporation*	• Premier, Inc.**

• Brookdale Senior Living Inc.	• Kindred Healthcare, Inc.*	• Quest Diagnostics**

• Chemed Corporation	• Laboratory Corporation of America Holdings	• Select Medical Corporation

• DaVita Inc.	• LifePoint Hospitals, Inc.*	• Tenet Healthcare Corporation

• Universal Health Services, Inc.


	Revenue			Income From Operations			Net Income			Market Capitalization(1)			Enterprise Value(2)
75th Percentile	$	9,962.0		$	1,225.2		$	286.4		$	8,823.9		$	16,154.7
Median	$	4,679.3		$	433.0		$	175.2		$	3,655.7		$	5,856.1
25th Percentile	$	3,139.6		$	276.4		$	113.1		$	2,177.6		$	5,013.3
MEDNAX, Inc.	$	3,647.1		$	445.8		$	268.6		$	3,086.7		$	5,002.5
MEDNAX, Inc. Percentile Rank		38	%		54	%		69	%		46	%		23	%


	3-Year Compound Annual Growth Rates									Annualized Total Shareholder Return
	Revenue			Income From Operations			NetIncome(1)			3-year			5-year
75th Percentile		11.3	%		10.1	%		16.9	%		8.5	%		10.6	%
Median		9.5	%		6.0	%		1.8	%		0.1	%		3.4	%
25th Percentile		1.4	%		-0.5	%		-7.2	%		-15.4	%		-7.9	%
MEDNAX, Inc.		9.5	%		-7.2	%		-7.2	%		-22.8	%		-9.2	%
MEDNAX, Inc. Percentile Rank		46	%		8	%		25	%		15	%		23	%


NEO	2019 Base Salary
Roger J. Medel, M.D.		$1,000,000 (January – June) $1 (July – December)
Stephen D. Farber		$550,000
Joseph M. Calabro		$600,000 (January – June only)
David A. Clark		$525,000
Dominic J. Andreano		$475,000
John C. Pepia		$375,000 (January – May) $425,000 (June – December)


Adjusted Income From Operations: Performance Goals*	% of Target Bonus Payout
Less than $376,946,000		0	%
$376,946,000		25	%
$383,729,000		50	%
$390,429,000		75	%
$397,129,000		90	%
$403,829,000 - $433,829,000		100	%
$440,336,000		125	%
$446,941,000		150	%
$453,646,000		175	%
$460,712,000		200	%
Adjusted Income From Operations was $408,495,000.


Name	Maximum Annual Bonus as a % of Base Salary			Target Annual Bonus as a % of Base Salary			Actual Annual Bonus as a % of Target			Actual Bonus ($)
Dr. Medel		300	%		150	%		75.0	%	$	1,125,000	*
Mr. Farber		200	%		100	%		75.0	%	$	412,500
Mr. Calabro		200	%		100	%		75.0	%	$	223,151	**
Mr. Clark		200	%		100	%		75.0	%	$	393,750
Mr. Andreano		200	%		100	%		75.0	%	$	356,250
Mr. Pepia		100	%		50	%		75.0	%	$	159,375


Use two metrics :		Have rigorous performance goals :
Shares are earned based on the achievement of net revenue and Adjusted EBITDA goals, both of which we believe drive shareholder value creation. In particular, Adjusted EBITDA is a key driver of market capitalization value and is linked to shareholder returns.		A target award for each metric will be earned if net revenue or Adjusted EBITDA equals or exceeds $3.1 billion and $475 million, respectively. NEOs may receive an above-target award for each metric only if net revenue or Adjusted EBITDA exceeds $3.9 billion and $600 million, respectively. 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-related activities.


The approach described in the table above reflects the Compensation 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. In setting financial performance goals for these performance share awards, the Compensation Committee received recommendations from management based on the Company’s strategic plan for the performance measurement period. The Compensation Committee, working with its independent compensation consultant and Company management, evaluated the impact of various drivers on revenue and Adjusted EBITDA in determining the 2019 grants. The 2019 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 2019 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, same-unit volume growth, increases in clinical compensation and malpractice expense, various expense-related initiatives and reimbursement-related factors, including payor mix. The Compensation Committee established net revenue and Adjusted EBITDA goals that reflected the financial challenges and uncertain operating environment, particularly with regard to year-over-year changes in Adjusted EBITDA, that the Compensation Committee felt were still rigorous yet achievable. At the time the goals were approved, the Company’s internal forecast for the Performance Share measurement period projected a modest decline in EBITDA and modest growth in net				Why We Use Adjusted EBITDA The Compensation Committee introduced the use of Adjusted EBITDA, a non-GAAP measure, as a performance measure for its equity-based awards beginning in 2019. In connection with its transformation and restructuring initiatives previously discussed, beginning with the first quarter of 2019, we began to incur and anticipate we will continue to incur certain expenses that are expected to be project-based and periodic in nature. Accordingly, we began reporting Adjusted EBITDA from continuing operations, defined as income (loss) from continuing operations before interest, taxes, depreciation and amortization, and transformational and restructuring related expenses. The Adjusted EBITDA measure is also intended to be further adjusted as necessary to exclude various non-ordinary course activities, such as costs and noncash charges, from the closure or sale of other assets, businesses, and other such activities. The Compensation Committee strives to set financial targets that are both challenging and realistic and believes this Adjusted EBITDA measure provides our shareholders with useful financial information to understand our underlying business trends and performance.
revenue, due to changes in payor mix, reduced patient volumes and increased pressures on clinical compensation. The Compensation Committee developed performance goals in light of these forecasts, noting that it would be extremely unlikely that an above-target award would be earned based on the financial forecasts at the time of the goal. The Compensation Committee believes the performance targets used for both net revenue and Adjusted EBITDA were challenging to achieve in the current market with adequate rigor. Consideration was also given to those factors that impacted previous year results (positively or negatively) but were not anticipated to impact 2019 results. In 2017, the Compensation Committee elected to eliminate a retesting feature of the equity program that allowed an additional opportunity to earn performance shares if the performance criteria were not met during the initial performance period, and consistent with equity awards granted in 2018, the 2019 equity awards did not include any retesting feature.


Equity Component	How It Works
Performance Share Awards (50%) Purpose: To have the percentage of shares earned vary with Company performance achievement compared to pre-established goals	• 50% of the performance share award is tied to net revenue results and 50% is tied to Adjusted EBITDA results; results for each metric are considered separately. • Performance was measured over a one-year period from January 1, 2019 through December 31, 2019. • If shares are earned during this initial measurement period, they will vest over the first three anniversaries of the grant date (March 1, 2020, March 1, 2021 and March 1, 2022) subject to continued employment. • Shares earned may vary from 0% to 150% of target based on achievement of net revenue and Adjusted EBITDA results during the initial measurement period:

	Net Revenue Achieved*	Shares Earned	Adjusted EBITDA Achieved*
	Below $3,100,000	0%	Below $475,000
	$3,100,000	25%	$475,000
	$3,100,001 to $3,299,999	See Footnote (1) below	$475,001 to $499,000
	$3,300,000 to $3,700,000	100%	$500,000 to $565,000
	$3,700,001 to $3,900,000	See Footnote (1) below	$565,001 to $600,000
	Over $3,900,001	150%	Over $600,000

	* To be adjusted on a pro forma basis as necessary to exclude the impacts, including costs and noncash charges, from the sale of MedData, the closure or sale of other assets, businesses, and other such activities. Net revenue achieved consisted of net revenue from continuing operations of $3.5 billion plus a pro forma adjustment of $183.5 million which represented the non-intercompany related net revenue included in the 2019 budget for MedData. Adjusted EBITDA achieved consisted of Adjusted EBITDA from continuing operations of $500.8 million plus a pro forma adjustment of $42.7 million which represented the non-intercompany related Adjusted EBITDA included in the 2019 budget for MedData. (1) Actual percentage of shares earned was determined by linear interpolation based on the actual growth rate achieved. For example, for each 1% of net revenue growth achieved between -1.99% and 1.99%, 18.75% of the performance shares would be earned for that metric, and for each 1% of net revenue growth achieved between 9.01% and 12.0%, 16.7% of the performance shares would be earned. In each case, any earned performance shares are subject to additional time-based vesting. • Any shares that were not earned by December 31, 2019 would have been forfeited.

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 times an award vests	• Vesting was contingent upon the Company achieving a performance goal established at the time of the grant to preserve tax deductibility under §162(m) of the Code for applicable grants under grandfathered agreements consisting of Adjusted EBITDA for the 12 months ended December 31, 2019 of not less than $425 million. Because the performance goal was satisfied, shares will vest at the rate of one-third per year over the first three anniversaries of the grant date (March 1, 2020, March 1, 2021 and March 1, 2022) subject to continued employment. To be adjusted on a pro forma basis as necessary to exclude the impacts, including costs and noncash charges, from the sale of MedData, the closure or sale of other assets, businesses, and other such activities. Adjusted EBITDA achieved consisted of Adjusted EBITDA from continuing operations of $500.8 million plus a pro forma adjustment of $42.7 million which represented the non-intercompany related Adjusted EBITDA included in the 2019 budget for MedData. • If the performance goal had not been achieved by March 31, 2020, all shares would have been forfeited.


Name	Ownership Requirement		Ownership Level
Dr. Medel		6x base salary	72.6x base salary
Mr. Farber		2x base salary	3.9x base salary
Mr. Andreano		2x base salary	2.3x base salary
Mr. Pepia		2x base salary	5.5x base salary


Name and Principal Position	Year		Salary			Stock Awards(1)		Non-Equity Incentive Plan Compensation		All Other Compensation			Total
Roger J. Medel, M.D.		2019	$	500,001	(2)	$	6,150,034	$	1,125,000	$	291,241	(3)	$	8,066,276
Chief Executive Officer		2018	$	1,000,000		$	8,000,040	$	669,000	$	268,977	(3)	$	9,938,017
		2017	$	1,000,000		$	6,150,000	$	—	$	215,508	(3)	$	7,365,508
Stephen D. Farber		2019	$	550,000		$	2,400,008	$	412,500	$	36,649	(5)	$	3,399,157
Executive Vice President and Chief Financial Officer		2018	$	192,882	(4)	$	4,758,000	$	191,370	$	607,381	(5)	$	5,749,633
Joseph M. Calabro		2019	$	300,000		$	3,750,026	$	223,151	$	538,945	(6)	$	4,812,122
Former President		2018	$	600,000		$	5,000,005	$	267,600	$	155,790	(6)	$	6,023,395
		2017	$	600,000		$	3,750,025	$	—	$	90,766	(6)	$	4,440,791
David A. Clark		2019	$	525,000		$	1,950,002	$	393,750	$	8,648	(8)	$	2,877,400
Former Chief Operating Officer		2018	$	483,333	(7)	$	3,220,840	$	234,150	$	11,288	(8)	$	3,949,611
		2017	$	450,000		$	1,600,034	$	337,500	$	18,266	(8)	$	2,405,800
Dominic J. Andreano		2019	$	475,000		$	1,050,025	$	356,250	$	8,648	(10)	$	1,889,923
Executive Vice President, General Counsel and Secretary		2018	$	433,333	(9)	$	1,353,036	$	211,850	$	11,288	(10)	$	2,009,507
		2017	$	350,000		$	1,000,085	$	196,875	$	11,088	(10)	$	1,558,048
John C. Pepia		2019	$	406,183	(11)	$	1,500,026	$	159,375	$	8,648	(12)	$	2,074,232
Senior Vice President and Chief Accounting Officer


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards (Shares) (2)						All Other Stock Awards (Shares)			Grant- Date Fair Value of Stock Awards (5)
Name	Grant Date		Threshold		Target		Maximum		Threshold		Target		Maximum		All Other Stock Awards (Shares)			Grant- Date Fair Value of Stock Awards (5)
Roger J. Medel, M.D.
Annual cash incentive			$	0	$	1,500,000	$	3,000,000
Performance share award		2/12/19								0		89,208		133,812				$	3,075,017
Restricted stock award		2/12/19														89,209	(3)	$	3,075,017
Stephen D. Farber
Annual cash incentive			$	0	$	550,000	$	1,100,000
Performance share award		2/12/19								0		34,812		52,218				$	1,200,004
Restricted stock award		2/12/19														34,814	(3)	$	1,200,004
Joseph M. Calabro
Annual cash incentive			$	0	$	600,000	$	1,200,000
Performance share award		2/12/19								0		54,396		81,594				$	1,875,013
Restricted stock award		2/12/19														54,395	(3)	$	1,875,013
David A. Clark
Annual cash incentive			$	0	$	525,000	$	1,050,000
Performance share award		2/12/19								0		28,286		42,429				$	975,001
Restricted stock award		2/12/19														28,285	(3)	$	975,001
Dominic J. Andreano
Annual cash incentive			$	0	$	475,000	$	950,000
Performance share award		2/12/19								0		15,230		22,845				$	525,012
Restricted stock award		2/12/19														15,232	(3)	$	525,013
John C. Pepia
Annual cash incentive			$	0	$	212,500	$	425,000
Restricted stock award		2/12/19														7,253	(3)	$	250,011
Restricted stock award		6/01/19														50,690	(4)	$	1,250,015


Name	Stock Awards
Name	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)
Roger J. Medel, M.D.		36,844	(2)	$	1,023,895
		98,292	(3)	$	2,731,535
		178,417	(4)	$	4,958,208
Stephen D. Farber		50,000	(5)	$	1,389,500
		69,626	(4)	$	1,934,907
Joseph M. Calabro		22,466	(2)	$	624,330
		61,432	(3)	$	1,707,195
		108,791	(4)	$	3,023,302
David A. Clark		14,741	(6)	$	409,652
Dominic J. Andreano		2,996	(2)	$	83,259
		9,828	(8)	$	273,120
		9,215	(3)	$	256,085
		7,500	(7)	$	208,425
		30,462	(4)	$	846,539
John C. Pepia		1,348	(2)	$	37,461
		7,862	(8)	$	218,485
		2,764	(3)	$	76,812
		7,253	(4)	$	201,561
		50,690	(9)	$	1,408,675


	Stock Awards (1)
Name	Number of Shares Acquired on Vesting		Value Realized Upon Vesting (2)
Roger J. Medel, M.D.		110,529	$	3,131,108
Stephen D. Farber		50,000	$	1,054,000
Joseph M. Calabro		68,146	$	1,933,896
David A. Clark		41,853	$	1,124,744
Dominic J. Andreano		17,555	$	481,872
John C. Pepia		3,834	$	105,956


		TRIGGERING EVENT
Executive	Compensation Components	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 Executive Due to Poor Health or Due to Executive’s Death
Roger J. Medel, M.D.	Cash Severance(1)	$	6,375,000	$	1,125,000	$	—	(10)	$	5,375,000	$	5,375,000	$	2,125,000	$	1,125,000
	Long-term Incentives(5)		8,713,638		—		—			8,713,638		8,713,638		8,713,638		8,713,638
	Other Compensation(6)		198,000		198,000		198,000			198,000		198,000		198,000		198,000

	Total Benefit to Employee	$	15,286,638	$	1,323,000	$	198,000		$	14,286,638	$	14,286,638	$	11,036,638	$	10,036,638
Stephen D. Farber	Cash Severance(2)	$	2,887,500	$	—	$	—	(10)	$	2,337,500	$	2,062,500	$	1,237,500	$	412,500
	Long-term Incentives(7)		3,324,407		—		—			3,324,407		3,324,407		3,324,407		3,324,407

	Total Benefit to Employee	$	6,211,907	$	—	$	—		$	5,661,907	$	5,386,907	$	4,561,907	$	3,736,907
David A. Clark	Cash Severance(3)	$	—	$	—	$	—		$	1,575,000	$	—	$	—	$	—
	Long-Term Incentives (7)		—		—		—			3,232,088		—		—		—

	Total Benefit to Employee	$	—	$	—	$	—		$	4,807,088	$	—	$	—	$	—
Dominic J. Andreano	Cash Severance(3)	$	1,662,500	$	—	$	—	(10)	$	1,425,000	$	1,425,000	$	1,068,750	$	356,250
	Long-term Incentives(8)		1,667,428		—		—			—		1,667,428		1,667,428		1,667,428

	Total Benefit to Employee	$	3,329,928	$	—	$	—		$	1,425,000	$	3,092,428	$	2,736,178	$	2,023,678
John C. Pepia	Cash Severance(4)	$	584,375	$	—	$	—	(10)	$	743,750	$	743,750	$	265,625	$	159,375
	Long-term Incentives(9)		1,942,993		—		—			1,942,993		1,942,993		—		—

	Total Benefit to Employee	$	2,527,368	$	—	$	—		$	2,686,743	$	2,686,743	$	265,625	$	159,375


Name	Fees Earned or Paid in Cash(1)		Stock Awards(2)		Total Compensation
Cesar L. Alvarez	$	122,500	$	127,505	$	250,005
Manuel Kadre	$	107,500	$	127,505	$	235,005
Karey D. Barker	$	72,500	$	127,505	$	200,005
Waldemar A. Carlo, M.D.	$	82,500	$	127,505	$	210,005
Michael B. Fernandez	$	72,500	$	127,505	$	200,005
Paul G. Gabos	$	92,500	$	127,505	$	220,005
Pascal J. Goldschmidt, M.D.	$	76,236	$	127,505	$	203,741
Carlos A. Migoya (3)	$	45,412	$	200,004	$	245,416
Michael A. Rucker (3)	$	45,412	$	200,004	$	245,416
Enrique J. Sosa, Ph.D.	$	78,764	$	127,505	$	206,269


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)			(b)		(c)
Equity compensation plans approved by security holders		72,808	(1)	$	32.49		9,404,824	(2)
Equity compensation plans not approved by security holders		N/A			N/A		N/A

Total		72,808		$	32.49		9,404,824


Name of Beneficial Owner(1)	Common Stock Beneficially Owned(2)
Name of Beneficial Owner(1)	Shares		Percent
BlackRock, Inc.(3)		7,869,083		9.2	%
Starboard Value LP(4)		7,590,000		8.9	%
The Vanguard Group, Inc.(5)		7,493,058		8.8	%
ArrowMark Colorado Holdings, LLC(6)		5,352,519		6.3	%
Dimensional Fund Advisors LP(7)		5,005,995		5.9	%
Roger J. Medel, M.D.(8)		1,719,111		2.0	%
Cesar L. Alvarez(9)		66,605		*
Karey D. Barker(10)		17,778		*
Waldemar A. Carlo, M.D.(11)		50,004		*
Michael B. Fernandez(12)		605,005		*
Paul G. Gabos(13)		42,515		*
Pascal J. Goldschmidt, M.D.(14)		15,538		*
Manuel Kadre(15)		124,313		*
Carlos A. Migoya(16)		12,062		*
Michael A. Rucker(17)		15,462		*
Enrique J. Sosa, Ph.D.(18)		55,552		*
Stephen D. Farber(19)		229,608		*
Dominic J. Andreano(20)		109,300		*
John C. Pepia(21)		110,615
All Directors and executive officers as a group (15 persons)(22)		3,308,596		3.9	%


2.1		Agreement and Plan of Merger, dated as of December 29, 2008, between MEDNAX, Inc., Pediatrix Medical Group, Inc. and PMG Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to MEDNAX’s Current Report on Form 8-K dated January 2, 2009).

2.2**		Securities Purchase Agreement, dated October 10, 2019, by and between MEDNAX Services, Inc. and FH MD Buyer, Inc. (incorporated by reference to Exhibit 2.1 to MEDNAX’s Current Report on Form 8-K dated October 10, 2019).

3.1		Composite Articles of Incorporation of MEDNAX, Inc. (incorporated by reference to Exhibit 3.1 to MEDNAX’s Annual Report on Form 10-K for the period ended December 31, 2013).

3.2		Amended and Restated By-laws of MEDNAX, Inc. (incorporated by reference to Exhibit 3.1 to MEDNAX’s Current Report on Form 8-K dated November 6, 2018).

4.1		Form of 5.25% Senior Notes due 2023 (incorporated by reference to Exhibit A of the First Supplemental Indenture filed as Exhibit 4.3 to MEDNAX’s Current Report on Form 8-K dated December 8, 2015).

4.2		Form of 6.25% Senior Notes due 2027 (incorporated by reference to Exhibit A of the Fifth Supplemental Indenture filed as Exhibit 4.3 to MEDNAX’s Current Report on Form 8-K dated November 13, 2018).

4.3		Indenture, dated as of December 8, 2015, by and between MEDNAX, Inc. and U.S. Bank National Association, as Trustee. (incorporated by reference to Exhibit 4.2 to MEDNAX’s Current Report on Form 8-K dated December 8, 2015).

4.4		First Supplemental Indenture dated as of December 8, 2015 to the Indenture, dated as of December 8, 2015, by and among MEDNAX, Inc., certain of its subsidiaries and U.S. Bank National Association, as Trustee. (incorporated by reference to Exhibit 4.3 to MEDNAX’s Current Report on Form 8-K dated December 8, 2015).

4.5		Second Supplemental Indenture dated as of March 30, 2017 to the Indenture, dated as of December 8, 2015, by and among MEDNAX, Inc., certain of its subsidiaries and U.S. Bank National Association, as Trustee. (incorporated by reference to Exhibit 10.4 to MEDNAX’s Annual Report on Form 10-K for the period ended December 31, 2017).



4.6		Third Supplemental Indenture dated as of November 9, 2017 to the Indenture, dated as of December 8, 2015, by and among MEDNAX, Inc., certain of its subsidiaries and U.S. Bank National Association, as Trustee. (incorporated by reference to Exhibit 10.5 to MEDNAX’s Annual Report on Form 10-K for the year ended December 31, 2017).

4.7		Fourth Supplemental Indenture dated as of November 13, 2018 to the Indenture, dated as of December 8, 2015, by and among MEDNAX, Inc., certain of its subsidiaries and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 10.7 to MEDNAX’s Annual Report on Form 10-K for the year ended December 31, 2018).

4.8		Fifth Supplemental Indenture dated as of November 13, 2018 to Indenture, dated as of December 8, 2015, by and among MEDNAX, Inc., certain of its subsidiaries and U.S. Bank National Association, as Trustee. (incorporated by reference to Exhibit 4.3 to MEDNAX’s Current Report on Form 8-K dated November 13, 2018).

4.9		Sixth Supplemental Indenture dated as of February 21, 2019 to the Indenture, dated as of December 8, 2015, by and among MEDNAX, Inc., certain of its subsidiaries and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 10.2 to MEDNAX’s Quarterly Report on Form 10-Q for the period ended March 31, 2019).

4.10+++		Description of Securities of MEDNAX, Inc.

10.1		Credit Agreement, dated as of October 30, 2017, among MEDNAX, Inc., certain of its domestic subsidiaries from time to time party thereto as Guarantors, the Lender parties thereto, JPMorgan Chase Bank, N.A. as Administrative Agent and Bank of America, N.A., Fifth Third Bank, Mizuho Bank, Ltd., SunTrust Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., and Wells Fargo Bank, National Association as Syndication Agents, and BBVA Compass, Citizens Bank, N.A., PNC Bank, Regions Bank, and U.S. Bank National Association, as Senior Documentation Agents and BB&T as Documentation Agent. JPMorgan Chase Bank, N.A, Fifth Third Bank, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Bank, Ltd., SunTrust Robinson Humphrey, Inc., The Bank of Tokyo-Mitsubishi UFJ, Ltd., and Wells Fargo Securities, LLC, acted as Joint Lead Arrangers and Joint Bookrunners. (incorporated by reference to Exhibit 10.1 to MEDNAX’s Quarterly Report on Form 10-Q for the period ended September 30, 2017).

10.2		Amendment No. 1, dated as of November 21, 2018, to the Credit Agreement, dated as of October 30, 2017, among MEDNAX, Inc. certain of its domestic subsidiaries from time to time party thereto as Guarantors, the Lenders parties thereto and JPMorgan Chase Bank, N.A. as Administrative Agent (incorporated by reference to Exhibit 10.10 to MEDNAX’s Annual Report on Form 10-K for the year ended December 31, 2018).

10.3		Amendment No. 2, dated as of March 28, 2019, to the Credit Agreement, dated as of October 30, 2017, among MEDNAX, Inc., certain of its domestic subsidiaries from time to time party thereto as Guarantors, the Lenders parties thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent (incorporated by reference to Exhibit 10.1 to MEDNAX’s Quarterly Report on Form 10-Q for the period ended March 31, 2019).

10.4		Amended and Restated Stock Option Plan of Pediatrix dated as of June 4, 2003 (incorporated by reference to Exhibit 10.5 to Pediatrix’s Quarterly Report on Form 10-Q for the period ended June 30, 2003).*

10.5		First Amendment, dated December 29, 2008, to Pediatrix Medical Group, Inc. Amended and Restated Stock Option Plan (incorporated by reference to Exhibit 10.7 to MEDNAX’s Current Report on Form 8-K dated January 2, 2009).*



10.6		Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan (incorporated by reference to Exhibit A to MEDNAX’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 18, 2015).*

10.7		2015 Non-Qualified Stock Purchase Plan of MEDNAX, Inc., dated September 14, 2015 (incorporated by reference to Exhibit B to MEDNAX’s Proxy Statement dated September 18, 2015).*

10.8		Executive Non-Qualified Deferred Compensation Plan of Pediatrix, dated October 13, 1997 (incorporated by reference to Exhibit 10.35 to Pediatrix’s Quarterly Report on Form 10-Q for the period ended June 30, 1998).*

10.9		Amended and Restated Thrift and Profit Sharing Plan of Pediatrix (incorporated by reference to Exhibit 4.5 to Pediatrix’s Registration Statement on Form S-8 (Registration No. 333-101222)).*

10.10		Pediatrix Medical Group of Puerto Rico Thrift and Profit Sharing Plan (incorporated by reference to Exhibit 4.3 to Pediatrix’s Registration Statement on Form S-8 dated December 9, 2004).*

10.11		Pediatrix Medical Group, Inc. 2004 Incentive Compensation Plan (incorporated by reference to Exhibit A of Pediatrix’s Proxy Statement on Schedule 14A dated April 9, 2004).*

10.12		Second Amendment, dated December 29, 2008, to Pediatrix Medical Group, Inc. 2004 Incentive Compensation Plan (incorporated by reference to Exhibit 10.8 to MEDNAX’s Current Report on Form 8-K dated January 2, 2009).*

10.13		MEDNAX, Inc. Amended and Restated 2008 Incentive Compensation Plan (incorporated by reference to Exhibit A to MEDNAX’s Definitive Proxy Statement on Schedule 14A dated March 29, 2019).*

10.14		Pediatrix Medical Group, Inc. Form of Stock Option Agreement for Stock Options Awarded Under the Amended and Restated Stock Option Plan (incorporated by reference to Exhibit 10.3 to Pediatrix’s Current Report on Form 8-K dated February 23, 2005).*

10.15		Pediatrix Medical Group, Inc. Form of Incentive Stock Option Agreement for Incentive Stock Options Awarded Under the 2004 Incentive Compensation Plan (incorporated by reference to Exhibit 10.4 to Pediatrix’s Current Report on Form 8-K dated February 23, 2005).*

10.16		Pediatrix Medical Group, Inc. Form of Non-Qualified Stock Option Agreement for Non-Qualified Stock Options Awarded Under the 2004 Incentive Compensation Plan (incorporated by reference to Exhibit 10.5 to Pediatrix’s Current Report on Form 8-K dated February 23, 2005).*

10.17		Pediatrix Medical Group, Inc. Form of Restricted Stock Agreement for Restricted Stock Awarded Under the 2004 Incentive Compensation Plan (incorporated by reference to Exhibit 10.6 to Pediatrix’s Current Report on Form 8-K dated February 23, 2005).*

10.18		MEDNAX, Inc. Form of Non-Qualified Stock Option Agreement for Non-Qualified Stock Options Awarded Under the 2008 Incentive Compensation Plan (incorporated by reference to Exhibit 10.17 to MEDNAX’s Annual Report on Form 10-K for the year ended December 31, 2008).*

10.19		MEDNAX, Inc. Form of Restricted Stock Agreement for Restricted Stock Awarded Under the 2008 Incentive Compensation Plan (incorporated by reference to Exhibit 10.18 to MEDNAX’s Annual Report on Form 10-K for the year ended December 31, 2008).*



10.20		Employment Agreement, dated August 7, 2011, by and between MEDNAX Services, Inc. and Roger J. Medel, M.D. (incorporated by reference to Exhibit 10.1 to MEDNAX’s Current Report on Form 8-K dated August 10, 2011).*

10.21		First Amendment to Employment Agreement, dated October 4, 2017, by and between MEDNAX Services, Inc. and Roger J. Medel, M.D. (incorporated by reference to Exhibit 10.1 to MEDNAX’s Current Report on Form 8-K dated October 4, 2017).*

10.22		Second Amendment to Employment Agreement, dated July 1, 2019, by and between MEDNAX Services, Inc. and Roger J. Medel, M.D. (incorporated by reference to Exhibit 10.1 to MEDNAX’s Quarterly Report on Form 10-Q for the period ended September 30, 2019).*

10.23+		Amended and Restated Employment Agreement, dated February 13, 2020, by and between MEDNAX Services, Inc. and Stephen D. Farber.*

10.24+		First Amendment to Amended and Restated Employment Agreement, effective April 1, 2020, by and between MEDNAX Services, Inc. and Stephen D. Farber.*

10.25+		Amended and Restated Employment Agreement, dated February 13, 2020, by and between MEDNAX Services, Inc. and Dominic J. Andreano.*

10.26+		First Amendment to Amended and Restated Employment Agreement, effective April 1, 2020, by and between MEDNAX Services, Inc. and Dominic J. Andreano.*

10.27+++		Employment Agreement, dated August 1, 2019, by and between MEDNAX Services, Inc. and John C. Pepia (incorporated by reference to Exhibit 10.25 to MEDNAX’s Annual Report on Form 10-K for the period ended December 31, 2019).*

10.28+		First Amendment to Employment Agreement, effective April 1, 2020, by and between MEDNAX Services, Inc. and John C. Pepia.*

10.29		Form of Indemnification Agreement between Pediatrix and each of its directors and executive officers. (incorporated by reference to Exhibit 10.6 to Pediatrix’s Annual Report on Form 10-K for the year ended December 31, 2003).*

10.30		Form of Exclusive Management and Administrative Services Agreement with affiliated professional contractors (incorporated by reference to Exhibit 10.31 to MEDNAX’s Annual Report on Form 10-K for the year ended December 31, 2011).

21.1+++		Subsidiaries of the Registrant.

23.1+++		Consent of PricewaterhouseCoopers LLP.

31.1+++		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2+++		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



31.3+		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, relating to the Registrant’s Amendment No.1 to the Annual Report on Form 10-K/A for the year ended December 31, 2019.

31.4+		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, relating to the Registrant’s Amendment No.1 to the Annual Report on Form 10-K/A for the year ended December 31, 2019.

32++		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

104+		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


*		Management contracts or compensation plans, contracts or arrangements.
**		Portions of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K because they are both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. The schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+		Filed herewith.
++		Furnished as an exhibit to the Original Form 10-K, filed on February 20, 2020.
+++		Filed as an exhibit to the Original Form 10-K, filed on February 20, 2020.


By:		/s/ Stephen D. Farber
Stephen D. Farber
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)