Sustainability

A conflict of interest may occur if outside activities, personal financial interests or other personal interests influence or appear to influence a team member’s ability to make objective decisions in the course of their job responsibilities and in the best interest of our company. A conflict of interest may also exist if the demands of any outside activities hinder or distract a team member from the performance of their job or cause the individual to use our resources for purposes other than our business. We expect all team members to remain free of conflicts of interest in the performance of their responsibilities. If a team member has any question about whether an outside activity or personal interest might constitute a conflict of interest, they must obtain the approval of their supervisor before pursuing the activity or obtaining or retaining the interest. Clinical decisions made by professional team members should never be made based on personal gain or compensation or the financial risk to our company or any other person. No waiver of this conflict-of-interest provision may be granted to an Executive Officer (i.e., an officer subject to Section 16 of the Securities Exchange Act of 1934) unless approved in advance by our company’s Board of Directors or a duly authorized committee of the Board.

Anyone with concerns about Pediatrix’s conduct or its accounting, internal accounting controls or auditing matters may report it directly to the chair of the board (or lead independent director), non-management directors or the audit committee. Such communications may be confidential or anonymous and submitted via email, in writing or reported by phone. All concerns will be forwarded to the appropriate directors and Pediatrix’s general counsel or chief compliance officer for review. All outstanding concerns will be reported to the directors quarterly or sooner, depending on the concern that has been raised. Non-management directors, the chair of the board (or lead independent director) or the audit committee may retain outside advisors or counsel for any matter presented to them. Pediatrix’s code-of-conduct prohibits any associate from retaliating or taking adverse actions against anyone who, in good faith, raises or reports a concern.

Non-management directors and committee chairs will receive reasonable compensation for their services, which will be reviewed periodically. Directors who are associates receive no additional pay for serving as directors. Directors who are members of the audit committee may receive no compensation from the company other than fees for serving as directors.

Every year, the compensation and talent committee will approve the goals and objectives for compensating the CEO. The committee will evaluate the CEO’s performance considering these goals before setting the CEO’s salary, bonus and other incentive compensation. The committee will also annually review and approve the compensation structure for the company’s executive officers, including salary, bonus and additional incentive compensation.

Non-management directors of the board are encouraged to contact executives or other associates of the company at any time.

The board of directors and its committees have the right at any time to retain independent external financial, legal or other advisors.

The board of directors will implement and maintain an orientation program for newly elected board members. Directors are encouraged to continue learning and, where appropriate, the company will provide opportunities for them to become educated in health care services, accounting and finance, leadership, crisis response, industry practices, general management and strategic planning.

The board of directors has established a mandatory retirement age of 80. A director must retire and may not stand for reelection during the calendar year in which he or she attains the age of 80. No director may be nominated to a new term if he or she would reach age 80 by the end of the calendar year in which the election is held.

In accordance with the company’s policies, members of the board of directors who in an uncontested election receives more votes “against” such person’s election than votes “for” such person’s election (a “Majority Withheld Vote”), shall promptly tender to the board of directors an offer of resignation as a company director following certification of the shareholder vote by the inspector(s) of election at the meeting for such uncontested election. Members of the board of directors are elected by a majority vote, meaning those receiving more than 50% of the votes “for” their election are elected to serve as directors.

The board of directors in its discretion and considering the circumstances will establish a committee comprising non-management members of the board of directors to review incentive compensation that was distributed during or within three years of a restatement of the company’s financial statements in the event of material noncompliance by the company with any financial reporting requirement under applicable securities laws as a result of misconduct.