1301 Concord Terrace

Sunrise, Florida 33323-2825

(954) 384-0175

September 18, 2015March 23, 2018

Dear MEDNAX Shareholder:

You are cordially invited to attend a Specialthe 2018 Annual Shareholders’ Meeting of MEDNAX, Inc. (“MEDNAX”) on Tuesday, November 3, 2015,Wednesday, May 16, 2018, beginning at 10:009:30 a.m. (EST)(ET) at the Bonaventure Resort & Spa, 250 Racquet Club Road, Weston,DoubleTree by Hilton Sunrise, located at 13400 West Sunrise Boulevard, Sunrise, Florida, 33326.33323.

At the specialannual meeting, we will ask you to vote on the proposed Amendedelection of Roger J. Medel, M.D., Cesar L. Alvarez, Karey D. Barker, Waldemar A. Carlo, M.D., Michael B. Fernandez, Paul G. Gabos, Pascal J. Goldschmidt, M.D., Manuel Kadre and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan which is being amendedEnrique J. Sosa, Ph.D. to MEDNAX’s Board of Directors, to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2018 fiscal year, to conduct an advisory vote regarding executive compensation and restated to increaseact upon any other business properly brought before the number of shares of our common stock reserved for issuance thereunder. In addition, we will ask you tomeeting. Please vote on all the creation of the MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan, which is being proposed to enable MEDNAX’s eligible independent contractors to investmatters described in MEDNAX through purchases of MEDNAX common stock at a favorable price through deductions from payments made for independent contractor services.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” ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2018 fiscal year, and “FOR” the approval of the amendment and restatementcompensation of the Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan and “FOR” the creation of the MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan.our named executive officers.

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 September 18, 2015,March 30, 2018, to MEDNAX’s shareholders of record at the close of business on September 10, 2015.March 12, 2018. 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 attend in person, it is important that your shares be represented and voted at the specialannual 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 specialannual meeting and vote your shares in person.

We appreciate your continued support of our company.

Sincerely,

Roger J. Medel, M.D.

Chief Executive Officer

MEDNAX, INC.

NOTICE OF SPECIAL2018 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 3, 2015MAY 16, 2018

To the Shareholders of MEDNAX, Inc.:

NOTICE IS HEREBY GIVEN that a Specialthe 2018 Annual Shareholders’ Meeting of MEDNAX, Inc., a Florida corporation (“MEDNAX”), will be held at 10:009:30 a.m., EST,ET, on Tuesday November 3, 2015,Wednesday, May 16, 2018, at Bonaventure Resort & Spa, 250 Racquet Club Road, Weston,the DoubleTree by Hilton Sunrise, 13400 West Sunrise Boulevard, Sunrise, Florida, 33326,33323, for the following purposes, as more fully described in our Proxy Statement:

The Board of Directors of MEDNAX has fixed the close of business on September 10, 2015March 12, 2018, as the record date for determining those shareholders entitled to notice of, to attend and to vote at the special meeting and any postponement or adjournment thereof.

Whether or not you plan to 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 special meeting may nevertheless attend the special meeting, revoke their proxies and vote their shares in person.

By Order of the Board of Directors,

Dominic J. Andreano

Senior Vice President,

General Counsel and Secretary

Sunrise, Florida

September 18, 2015March 23, 2018

TABLE OF CONTENTS

(i)

(i)

(ii)

MEDNAX, INC.

1301 Concord Terrace

Sunrise, Florida 33323-2825

PROXY STATEMENT

We are furnishing this Proxy Statement and related materials to MEDNAX’s shareholders as part of the solicitation of proxies by MEDNAX’s Board of Directors for use at MEDNAX’s Special2018 Annual Shareholders’ Meeting and at any postponement or adjournment of the special meeting. As used in this Proxy Statement, unless the context otherwise requires, the terms “MEDNAX,” “we,” “us,” “our” and the “Company” refer to the parent company, MEDNAX, Inc., a Florida corporation, and the consolidated subsidiaries through which its businesses are actually conducted, together with MEDNAX’s affiliated business corporations or professional associations, professional corporations, limited liability companies and partnerships (“Affiliated Professional Entities”).partnerships. All share and per share data set forth herein give effect to the two-for-one splits of our common stock that became effective on April 13, 2006 and December 19, 2013.

On December 31, 2008, Pediatrix Medical Group, Inc., a Florida corporation (“Pediatrix”), and MEDNAX completed a holding company formation transaction that established MEDNAX as the parent company of Pediatrix, now known as MEDNAX Services, Inc. Throughout this Proxy Statement, when we refer to MEDNAX or to the Company in reference to activities that occurred prior to the reorganization on December 31, 2008, we are referring to Pediatrix, and when we refer to the Company in reference to activities occurring after the reorganization, we are referring to MEDNAX, except to the extent the context otherwise indicates.

Under the rules and regulations of the Securities and Exchange Commission,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 MEDNAX 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 September 18, 2015,March 30, 2018, to MEDNAX’s shareholders of record at the close of business on September 10, 2015.March 12, 2018.

QUESTIONS AND ANSWERS ABOUT OUR SPECIALANNUAL MEETING

What Is the Date, Time and Place of the SpecialAnnual Meeting?

MEDNAX’s Special2018 Annual Shareholders’ Meeting will be held on Tuesday, November 3, 2015,Wednesday, May 16, 2018, beginning at 10:009:30 a.m. (EST)(ET) at Bonaventure Resort & Spa, 250 Racquet Club Road, Weston,the DoubleTree by Hilton Sunrise, 13400 West Sunrise Boulevard, Sunrise, Florida, 33326.33323.

What Is the Purpose of the SpecialAnnual Meeting?

At the specialannual meeting, MEDNAX’s shareholders will be asked to:

Who Is Entitled to Vote at the SpecialAnnual Meeting?

Only holders of record of our common stock at the close of business on September 10, 2015,March 12, 2018, the record date for the meeting, are entitled to notice of, to attend and to vote at the specialannual meeting, or any postponements or adjournments of the meeting. At the close of business on the record date, 93,859,24094,382,958 shares of our common stock were issued and outstanding and were held by approximately 314372 holders of record.

What Are the Voting Rights of MEDNAX’s Shareholders?

MEDNAX’s shareholders have one vote per share of MEDNAX common stock owned on the record date for each matter properly presented at the specialannual meeting. For example, if you owned 100 shares of our common stock at the close of business on September 10, 2015,March 12, 2018, you can cast 100 votes for each matter properly presented at the specialannual 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 in person or by proxy. If a quorum is not present at the meeting, MEDNAX 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. The approvalinstructions, including the ratification of the Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Planappointment of independent auditors. The election of directors and the creation of the MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Planadvisory vote on executive compensation 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.”

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. BrokerAbstentions and broker non-votes will not be counted as votes cast either in favor of or against the proposed amendment and restatementelection of the Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan, andnominees for Director or the proposed creationadvisory vote on executive compensation. Abstentions will not be counted as votes cast either in favor of or against the ratification of the MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan. Abstentions will have the same effect as votes against the proposals.appointment of our independent auditors.

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 or fill out a written ballot in person at the meeting.

How Do I Vote?

You can vote in any of the following ways:

To vote via the Internet:

To vote by telephone if you are a registered shareholder who received a paper proxy card:

To vote by mail if you are a registered shareholder who received a paper proxy card:

To vote if you hold your shares in “street name,” follow the instructions of your bank or broker or vote in person as described below.

To vote in person if you hold your shares in “street name”:

To vote in person if you are a registered shareholder:

What Vote Is Required for the Proposals?

Assuming that a quorum is present at the annual meeting, the nine Director nominees receiving the highest number of affirmative votes from holders of our common stock will be elected as Directors of MEDNAX.

MEDNAX has a majority voting policy as part of its corporate governance principles. The majority voting policy 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 policy, any nominee for director who receives more “withheld” votes than “for” votes in an uncontested election must submit a written offer to resign 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 MEDNAX and its shareholders.

Assuming that a quorum is present, ratification of the appointment of our independent registered public accounting firm and approval of the proposed amendment and restatementcompensation of the Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan, and the proposed creation of the MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Planour named executive officers each requires the affirmative vote of a majority of the votes cast on suchthe proposal at the specialannual meeting. In addition, under the New York Stock Exchange’s interpretations of its stockholder approval policies, abstentions will have the same effect as votes against the proposal and broker non-votes are considered shares entitled to vote but as to which votes were not cast.

How Does the Board of Directors Recommend I Vote on the Proposals?

The Board of Directors recommends that you vote:

How Will My Proxy Holders Vote?

The enclosed proxy designates Roger J. Medel, M.D., our Chief Executive Officer, Dominic J. Andreano, our Senior Vice President, General Counsel and Secretary, and Vivian Lopez-Blanco, our Chief Financial Officer

and Treasurer, each with full power of substitution, to hold your proxy and vote your shares. Dr. Medel, Mr. Andreano and Ms. Lopez-Blanco 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 specialannual meeting in the manner specified by the holders of those shares. Dr. Medel, Mr. Andreano and Ms. Lopez-Blanco 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:

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 in person 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 MEDNAX’s Secretary a duly executed revocation of proxy, by properly submitting, either by telephone, mail or Internet, a proxy to MEDNAX’s Secretary bearing a later date or by appearing at the meeting and voting in person. Attendance at the meeting will not itself constitute revocation of a proxy.

Who Pays for the Preparation of the Proxy Statement?

MEDNAX 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 theE-Proxy Notice. In addition to solicitations by mail, MEDNAX’s Directors, officers and employees, and those of its subsidiaries and affiliates, may solicit proxies from shareholders by telephone or other electronic means or in person but will receive no additional compensation for soliciting such proxies. MEDNAX will cause banks and 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. MEDNAX will reimburse such banks, brokerage firms, custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in doing so.

PROPOSAL 1: APPROVALELECTION OF PROPOSED AMENDMENT AND RESTATEMENT OF THE AMENDED AND RESTATED MEDNAX, INC. 1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLANMEDNAX’S DIRECTORS

Background

Our currentMEDNAX’s Amended and Restated 1996 Non-Qualified Employee Stock Purchase Plan covers all employeesArticles of MEDNAX, its subsidiariesIncorporation, as amended (our “Articles of Incorporation”), and its Affiliated Professional Entities who satisfy its eligibility requirementsAmended and currently providesRestated Bylaws provide that the number of Directors constituting MEDNAX’s Board of Directors will be determined from time to time by resolution adopted by MEDNAX’s Board of Directors. Upon the recommendation of the Nominating and Corporate Governance Committee, the nominees for Director to be elected at the issuance of up to 5,000,000 sharesannual meeting in 2018 by the holders of our common stock. Because only approximately 150,000 shares remain available for issuancestock are as follows:

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 MEDNAX’s 2019 Annual Meeting of Shareholders, which is expected to be held in May 2019, or until his or her successor has been duly elected and qualified.

MEDNAX’s Board of Directors has no reason to believe that we anticipate issuing duringany nominee will refuse to act or be unable to accept election; however, in the fourth quarterevent 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 MEDNAX’s Board of this year,Directors, unless the proxies provide otherwise.

If a quorum is present at the annual meeting, the nine nominees receiving the highest number of votes “FOR” election will be elected to the Board of Directors of MEDNAX, subject to the majority voting policy described above. Proxies will be voted “FOR” all such nominees absent contrary instructions.

MEDNAX’s Board of Directors recommends a vote “FOR” the election of each of the nine nominees for Director.

GOVERNANCE AND RELATED MATTERS

Our business, property and affairs are managed under the direction of our Board of Directors, has approvedexcept with respect to those matters reserved for our shareholders. Our Board of Directors establishes our overall corporate policies, reviews the proposed Amended and Restated 1996 Non-Qualified Employee Stock Purchase Plan to increase the maximum number of sharesperformance of our common stock issuable undersenior 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 plan after the Effective Date (as defined below) to 2,500,000 shares, less the number of shareslong-term interests of our common stock purchased undershareholders. Members of the 2015 Non-Qualified Stock Purchase Plan. The proposed AmendedBoard of Directors are kept informed of MEDNAX’s business through discussions with MEDNAX’s management, primarily at meetings of the Board of Directors and Restated 1996 Non-Qualified Employee Stock Purchase Plan would become effective on the date that it is approved byits committees, and through reports and analyses presented to them. Significant communications between our shareholders (the “Effective Date”).Directors and senior management occur apart from such meetings.

DescriptionQuestions and Answers About Our Corporate Governance Practices

What Committees Have Our Board of the Proposed Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase PlanDirectors Established?

The following is a summary of certain principal features of the proposed Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan. This summary is qualified in its entirety by reference to the complete text of the proposed Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan. Shareholders are urged to read the actual text of the proposed Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan, in its entirety, which is set forth as Exhibit A to this proxy statement.

Purpose: The purpose of the proposed Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan is to encourage stock ownership in MEDNAX by employees of MEDNAX, its subsidiaries and its Affiliated Professional Entities, thereby enhancing employee interest in the continued success and progress of MEDNAX. The proposed Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan will increase the number of shares of MEDNAX common stock issuable under the plan and available for purchase by eligible participants at a favorable price through payroll deductions of the participants.

Administration: The proposed Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan will be administered by the Compensation Committeestanding committees of MEDNAX’s Board of Directors. TheDirectors are the Executive Committee, the Audit Committee, the Compensation Committee, will have the authority to delegateNominating and Corporate Governance Committee and the day-to-day administrationMedical Science and Technology Committee. Copies of the Amendedcharters for these committees, as well as our corporate governance principles, are available on our website atwww.mednax.com. Our website and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan.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 MEDNAX’s Secretary at 1301 Concord Terrace, Sunrise, Florida 33323.

Maximum NumberHow Many Times Did Our Board of Shares IssuableDirectors Meet During 2017?: A maximum

During 2017, MEDNAX’s Board of 5,000,000 shares are issuable under the Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan, as amended, of which all but approximately 150,000 shares have been issued. Upon its approval by shareholders, a maximum of 2,500,000 shares, less the number of shares purchased under the 2015 Non-Qualified Stock Purchase Plan, will be issuable under the Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan. For the avoidance of doubt, under the Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan and 2015 Non-Qualified Stock Purchase Plan combined, a maximum of 2,500,000 shares will be issuable.

Eligible Participants:The Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan will be available to all employees of MEDNAX, its subsidiaries and the Affiliated Professional Entities who were (a) employees on the first business day of that purchase period and (b) regularly scheduled to work more than 20 hours per week and whose customary employment was more than five months per calendar year, determined asDirectors held eight meetings. Committees of the first dayBoard of the calendar month that is two months prior to the first business dayDirectors held a combined total of that purchase period. No participant will be eligible to participate in a purchase period if, immediately after the first business day of that purchase period, such participant would own MEDNAX common stock and/or hold options to purchase MEDNAX common stock possessing 5% or more18 meetings and also took various actions by unanimous written consent. Each Director attended at least 75% of the total combined voting powernumber of meetings of MEDNAX’s Board of Directors and its committees held during 2017 during the period he or valueshe was a member thereof. Although MEDNAX has no formal policy with respect to its Directors’ attendance at MEDNAX’s Annual Shareholders’ Meetings, in 2017 all of all classesour Directors attended the Annual Shareholders’ Meeting.

Are a Majority of MEDNAX stock.Our Directors Independent?

Purchase Periods: Each calendar year, referred to as an offering period, includes four purchase periods. The purchase periods for the proposed Amended and Restated 1996 Non-Qualified Employee Stock Purchase Plan will beOur Board of Directors has reviewed information about each of our non-employee Directors and made the three-month periods endingdetermination 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 first dayaffirmative determination that each of April, July, OctoberDrs. Carlo, Goldschmidt and January, respectively,Sosa, Ms. Barker and Messrs. Alvarez, Fernandez, Gabos and Kadre and Donna E. Shalala, Ph.D., who resigned from our Board of Directors effective March 7, 2018, meet 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 if any such date is not a business day, the next succeeding business day on which it is administratively possible to effect the purchase. Before each purchase period, the eligible participant must elect to have compensation withheld during the purchase period of either a whole percentagemember of his or her compensation (not less than 1%)immediate family and MEDNAX and its subsidiaries and affiliates. These transactions consisted of those transactions 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 specific dollar amount (not less than $25copy of which is available on our Website atwww.mednax.com.

Who Are the “Chairman of the Board” and not more than $15,000, per pay period).“Lead Independent Director”?

To assist the Board of Directors in fulfilling its obligations, following each annual meeting of the shareholders, MEDNAX’s Board of Directors designates a non-management Director as “Chairman of the Board.” In addition, the Board of Directors, by a majority vote of the non-management Directors, may also designate a non-management Director as “Lead Independent Director.”

MEDNAX separates the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. The percentage or amount designated may not be increased or decreased during a purchase period, but a participant can discontinue payroll deductionsChief Executive Officer is responsible for determining the strategic direction for the remainder of a purchase periodCompany and withdraw his or her funds entirely. Once an employee enrolls, participation in subsequent offering periods on the same basis will automatically continue, unless the employee elects to change deduction amounts, withdraw, or becomes ineligible.

Investing in the Proposed Amendedday-to-day leadership and Restated 1996 MEDNAX, Inc. Non-Qualified Employee Stock Purchase Plan: Based on the amount of salary withheld, shares will be purchased, on the open market or from MEDNAX, for the account of each participant on eachperformance of the first dayCompany. The principal responsibility of April, July, Octoberthe Chairman of the Board is to serve as chief administrative liaison between independent Directors and January, orMEDNAX management and to monitor implementation of Board of Directors’ directives and actions. The principal responsibility of the Lead Independent Director, if any such datedesignated, is not a business day, onto work collaboratively

with the next succeeding business day on which it is administratively possible to effectChairman of the purchase; provided, however, that unless a registration statement on Form S-8Board and the Chief Executive Officer with respect to Board of Directors governance and process. The Lead Independent Director has additional responsibilities and authorities set out in our corporate governance principles.

At least once a year, the sharesChairman of the Board or Lead Independent Director also presides over meetings of our independent Directors. Following our 2017 annual meeting of shareholders, our Board of Directors appointed Mr. Alvarez to serve as Chairman of the Board and Mr. Kadre to serve as Lead Independent Director.

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

The Board of Directors provides oversight of the Company’s risk exposure by receiving periodic reports from senior management regarding matters relating to financial, operational, regulatory, legal and strategic risks and mitigation strategies for such risks. In addition, as reflected in the Audit Committee Charter, the Board of Directors has delegated to the Audit Committee 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 Company’s risk management policies and guidelines, as well as the Audit Committee’s risk oversight activities.

How Can Shareholders Communicate with the Board of Directors?

Anyone who has a concern about MEDNAX’s conduct, including accounting, internal controls or audit matters, may communicate directly with our Chairman of the Board of Directors, Lead Independent Director, our non-management Directors, the Chairman of the Audit Committee or the Audit Committee. Such communications may be confidential or anonymous, and may be submitted in writing to the Chief Compliance Officer, MEDNAX, 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 by us. MEDNAX’s Code of Conduct, which is discussed below, prohibits any employee from retaliating or taking any adverse action against anyone for raising or helping to resolve an integrity concern.

Has MEDNAX Adopted a Code of Conduct?

MEDNAX has adopted a Code of Conduct that applies to all Directors, officers, employees and independent contractors of MEDNAX and its affiliated professionals. MEDNAX intends to disclose any amendments to, or waivers from, any provision of the Code of Conduct that applies to any of MEDNAX’s executive officers or Directors by posting such information on its website atwww.mednax.com.

MEDNAX 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 MEDNAX’s Chief Executive Officer, Chief Financial Officer and Treasurer and Chief Accounting Officer. MEDNAX intends to disclose any amendments to, or waivers from, any provision of the Code of Professional Conduct — Finance that applies to any of MEDNAX’s Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Accounting Officer or persons performing similar functions by posting such information on its website atwww.mednax.com.

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

Has MEDNAX Adopted a Clawback Policy?

MEDNAX has adopted a Clawback Policy that permits the Company to seek to recover certain amounts of incentive compensation, including both cash and equity, paid to any executive officer (as defined in the

Securities Exchange Act of 1934, as amended (the “Exchange Act”)) on or after January 1, 2014, if payment of such compensation was based on the achievement of financial results that were subsequently the subject of a restatement of its financial statements due to misconduct, and if the executive 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.

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

MEDNAX has adopted a Stock Ownership and Retention Policy which requires that each named executive officer and each non-management Director retain MEDNAX 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 MEDNAX Adopted an Anti-Hedging and Anti-Pledging Policy?

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

Does MEDNAX Have a Director Retirement Age Policy?

MEDNAX 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 he or she attains age 80. Additionally, no Director may be issuednominated to a new term if he or she would attain age 80 by the end of the calendar year in which the election is held.

Report of the Audit Committee

The following report of the Audit Committee does not constitute soliciting material and soldshould not be deemed filed or incorporated by reference into any of MEDNAX’s filings under the proposed Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan contains current information in accordance with the Securities Act of 1933, as amended (the “Securities Act”), andor the rules and regulations thereunder, as determinedExchange Act, except to the extent that we specifically incorporate such report by reference.

We act under a written charter that has been adopted by MEDNAX’s General Counsel (a “Current ESPP S-8”), no purchase will be made on that date. InBoard of Directors. While we have the event that shares of MEDNAX common stock are not purchased under the proposed Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan because a Current ESPP S-8responsibilities set forth in this charter, it is not available, MEDNAX will permit participantsour duty to elect any of the following: (i)plan or conduct audits or to cease to have any additional payroll deductions made until such time as a Current ESPP S-8 is available, but to have any payroll deductionsdetermine that MEDNAX’s financial statements are not used carried over to the next purchase period and used to purchase shares of MEDNAX common stock on the fifth business day immediately following the date on which a Current ESPP S-8 is first available; (ii) to withdraw all payroll deductions and cease future payroll deductions until such time as a Current ESPP S-8 is available;complete, accurate or (iii) to continue to have payroll deductions taken and to have payroll deductions that are not used carried over to the next purchase period and used to purchase shares of MEDNAX common stock on the fifth business day immediately following the date on which a Current ESPP S-8 is first available. The number of shares of MEDNAX common stock to be purchased for each participant will result from dividing the total amount to be withheld, by the purchase price described below.

Purchase Price: The purchase price to be paid by the participants will be 85% of the closing price for a share of MEDNAX common stock as publishedin compliance with accounting principles generally accepted in the New York Stock Exchange listing onUnited States (“GAAP”). This is the purchase date (the “Fair Market Value”),responsibility of MEDNAX’s management and inindependent auditors.

Our primary function is to assist the event that such closing price is not published, the Fair Market Value will be the amount determined by the Compensation Committee. Any commission charges relating to the purchase of MEDNAX common stock under the proposed Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan will be paid by MEDNAX.

Limitation on Purchases: The Fair Market Value of common stock that a participant may purchase under the proposed Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan may not exceed $15,000 for any one pay period and $25,000 for any one calendar year.

Limitation on Sales: Except as otherwise permitted in writing by the Compensation Committee of MEDNAX’s Board of Directors in its soletheir evaluation and absolute discretion (which need not be uniformly applied for all participants), shares of MEDNAX common stock purchased by a participant under the proposed Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan in any purchase period that begins on or after January 1, 2009, may not be sold until the sooner of 6 months after the purchase date or the dateoversight of the participant’s death. Restrictions may also apply tointegrity of MEDNAX’s financial statements and internal control over financial reporting, the resalequalifications and independence of shares of MEDNAX common stock by certain officers, and those having similar responsibilities, who are subject to the insider reporting and short-swing profit rules of the Securities and Exchange Commission.

Other Information: The specific future benefits or amounts to be received by officers and employees of MEDNAX, its subsidiariesMEDNAX’s independent auditors and the Affiliated Professional Entities under the proposed Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan are not determinable.

MEDNAX’s Board of Directors Unanimously Recommends a Vote “For” the Approval of the Proposed Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan.

PROPOSAL 2: APPROVAL OF THE MEDNAX, INC. 2015 NON-QUALIFIED STOCK PURCHASE PLAN

Background

On September 14, 2015, our Board of Directors adopted the MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan. Shareholders are being asked to approve the proposed MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan. The effective date of the MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan will be January 1, 2016, assuming that the MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan is approved by our shareholders at the special meeting.

Description of the Proposed MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan

The following is a summary of certain principal features of the proposed MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan. This summary is qualified in its entirety by reference to the complete text of the proposed MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan. Shareholders are urged to read the actual text of the proposed MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan, in its entirety, which is set forth as Exhibit B to this proxy statement.

Purpose: The purpose of the proposed MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan is to encourage stock ownership in MEDNAX by eligible non-employee service providers of MEDNAX, its subsidiaries and the Affiliated Professional Entities, thereby enhancing non-employee service provider interest in the continued success and progress of MEDNAX.

Administration: The proposed MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan will be administered by the Compensation Committeeperformance of MEDNAX’s Board of Directors. The Compensation Committee will haveaudit functions. In addition, while we are also responsible for assisting the authority to delegate the day-to-day administration of the MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan.

Maximum Number of Shares Issuable: A maximum of 2,500,000 shares, less the number of shares purchased under the Amended and Restated 1996 Non-Qualified Employee Stock Purchase Plan after the Effective Date are issuable under the MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan. For the avoidance of doubt, under the Amended and Restated MEDNAX, Inc. 1996 Non-Qualified Employee Stock Purchase Plan and 2015 Non-Qualified Stock Purchase Plan combined, a maximum of 2,500,000 shares will be issuable. No shares have been issued under the MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan.

Eligible Participants:Subject to such other eligibility criteria as the Compensation Committee may set in the future, the MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan will be available to any natural person who is not an employee of MEDNAX, its subsidiaries or Affiliated Professional Entities and who provides services to MEDNAX, its subsidiaries or an Affiliated Professional Entity either (i) directly as an independent contractor or (ii) on behalf of an entity that is wholly-owned by such natural person and which entity has entered into a contract with MEDNAX, its subsidiaries or an Affiliated Professional Entity to provide such services, provided that in either such case (i) or (ii) above, such natural person (A) renders bona fide services that are not in connection with the offer and sale of securities in a capital-raising transaction, (B) does not directly or indirectly promote or maintain a market for MEDNAX’s securities and (C) otherwise qualifies under the applicable rules of the SEC for registration of securities on a Form S-8 registration statement, and whose participation is approved by the Compensation Committee or officers of MEDNAX to whom such authority is delegated. Notwithstanding the foregoing, no participant will be eligible to participate in a purchase period if, immediately after the first business day of that purchase period, such participant would own MEDNAX common stock and/or hold options to purchase MEDNAX common stock possessing 5% or more of the total combined voting power or value of all classes of MEDNAX stock.

Purchase Periods: Each calendar year, referred to as an offering period, includes four purchase periods. The purchase periods for the proposed 2015 Non-Qualified Stock Purchase Plan will be each of the three-month periods ending on the first day of April, July, October and January, respectively, or if any such date is not a business day, the next succeeding business day on which it is administratively possible to effect the purchase.

Before each purchase period, the eligible participant must elect to have compensation withheld during the purchase period of either a whole percentage of his or her compensation (not less than 1%) or a specific dollar amount (not less than $25 and not more than $15,000, per pay period). The percentage or amount designated may not be increased or decreased during a purchase period, but a participant can discontinue compensation deductions for the remainder of a purchase period and withdraw his or her funds entirely. Once an employee enrolls, participation in subsequent offering periods on the same basis will automatically continue, unless the employee elects to change deduction amounts, withdraw, or becomes ineligible.

Investing in the MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan: Based on the amount of compensation withheld, shares will be purchased, on the open market or from MEDNAX, for the account of each participant on each of the first day of April, July, October and January, or if any such date is not a business day, on the next succeeding business day on which it is administratively possible to effect the purchase; provided, however, that unless a registration statement on Form S-8 with respect to the shares of MEDNAX common stock to be issued and sold under the proposed MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan, contains current information in accordance with the Securities Act, and the rules and regulations thereunder, as determined by MEDNAX’s General Counsel (a “Current SPP S-8”), no purchase will be made on that date. In the event that shares of MEDNAX common stock are not purchased under the proposed MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan because a Current SPP S-8 is not available, MEDNAX will permit participants to elect any of the following: (i) to cease to have any additional compensation deductions made until such time as a Current SPP S-8 is available, but to have any compensation deductions that are not used carried over to the next purchase period and used to purchase shares of MEDNAX common stock on the fifth business day immediately following the date on which a Current SPP S-8 is first available; (ii) to withdraw all compensation deductions and cease future compensation deductions until such time as a Current SPP S-8 is available; or (iii) to continue to have compensation deductions taken and to have compensation deductions that are not used carried over to the next purchase period and used to purchase shares of MEDNAX common stock on the fifth business day immediately following the date on which a Current SPP S-8 is first available. The number of shares of MEDNAX common stock to be purchased for each participant will result from dividing the total amount to be withheld, by the purchase price described below.

Purchase Price: The purchase price to be paid by the participants will be 90% of the closing price for a share of MEDNAX common stock as published in the New York Stock Exchange listing on the purchase date (the “Fair Market Value”), and in the event that such closing price is not published, the Fair Market Value will be the amount determined by the Compensation Committee. Any commission charges relating to the purchase of MEDNAX common stock under the proposed MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan will be paid by MEDNAX.

Limitation on Purchases: The Fair Market Value of common stock that a participant may purchase under the proposed MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan may not exceed $15,000 for any one compensation period and $25,000 for any one calendar year.

Limitation on Sales: Except as otherwise permitted in writing by the Compensation Committee of MEDNAX’s Board of Directors in its soletheir evaluation and absolute discretion (which needoversight of MEDNAX’s compliance with applicable laws and regulations, it is not be uniformly appliedour duty to assure compliance with such laws and regulations or MEDNAX’s Compliance Plan and related policies. We are also responsible for all participants), shares of MEDNAX common stock purchased by a participant under the proposed MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan in any purchase period may not be sold until the sooner of 6 months after the purchase date or the date of the participant’s death. Restrictions may also applyoverseeing, discussing and evaluating MEDNAX’s guidelines, policies and processes with respect to the resale of shares of MEDNAX common stock by certain officers,risk assessment and those having similar responsibilities, who are subject to the insider reporting and short-swing profit rules of the Securities and Exchange Commission.

Other Information: The specific future benefits or amounts to be received by eligible non-employee service providers of MEDNAX, its subsidiariesrisk management and the Affiliated Professional Entities understeps management has taken to monitor and control risk exposure, and we advise the proposed MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan are not determinable.

MEDNAX’s Board of Directors Unanimously Recommends a Vote “For”with respect to such matters, as appropriate.

We also oversee MEDNAX’s auditing, accounting and financial reporting processes generally. Management is responsible for MEDNAX’s financial statements and the Approvalfinancial reporting process, including the system of internal controls. We also review the preparation by management of MEDNAX’s quarterly and annual financial statements. MEDNAX’s 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 MEDNAX in conformity with GAAP. MEDNAX’s independent auditors are also responsible for auditing and reporting on the effective operation of MEDNAX’s internal control over financial reporting. We are responsible for retaining MEDNAX’s 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 MEDNAX to determine their independence.

In fulfilling our oversight role, we met and held discussions with MEDNAX’s management and independent auditors. Management advised us that MEDNAX’s 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, 2017. In addition, we reviewed and discussed the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of MEDNAX’s periodic reports, key accounting and reporting issues and the scope, adequacy and assessments of MEDNAX’s internal controls and disclosure controls and procedures with management and MEDNAX’s 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 U.S. Auditing Standard No. 16 (Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board.

The independent auditors also provided us with the written disclosures and the letter required by applicable requirements of the Proposed MEDNAX, Inc. 2015 Non-Qualified Stock Purchase Plan.

EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)

DIRECTORS AND EXECUTIVE OFFICERS

MEDNAX’s Directors and Executive Officers

MEDNAX’s Directors and Executive Officers are as follows:

Roger J. Medel, M.D., has been a Director of the Company since he co-founded it in 1979. Dr. Medel served as the Company’s President until May 2000 and as Chief Executive Officer until December 2002. In March 2003, Dr. Medel reassumed the position of President, serving in that position until May 2004, and Chief Executive Officer, a position in which he continues to serve today. Dr. Medel has served as a member of the Board of Trustees of the Dana Farber Cancer Institute, Inc. since January 2016. Dr. Medel was a member of the Board of Trustees of the University of Miami from January 2004 to February 2012. Dr. Medel participates as a member of several medical and professional organizations and, from June 2006 to April 2009, served on the Board of Directors of MBF Healthcare Acquisition Corp. The Board of Directors has concluded that Dr. Medel’s qualifications to serve on the Board include his experience as our Chief Executive Officer and founder of the Company and a physician with training and experience in the Company’s historical base service line of neonatology.

Cesar L. Alvarez has been a Director since March 1997 and was elected as Chairman of the Board of Directors in May 2004. Mr. Alvarez is a Senior Chairman of the international law firm of Greenberg Traurig. He previously served as the firm’s Executive Chairman for more than three years and as its Chief Executive Officer for 13 years. Mr. Alvarez also serves on the Board of Directors of Fairholme Funds, Inc., Intrexon Corporation, Sears Holdings Corporation, St. Joe Company and Watsco, Inc. The Board of Directors has concluded that Mr. Alvarez’s qualifications to serve on the Board include his management experience as the current Senior Chairman and as former Chief Executive Officer and Executive Chairman of one of the nation’s largest law firms with professionals providing services in multiple locations across the country and abroad as well as his many years of corporate governance experience, both counseling and serving on the Boards of Directors of publicly traded and private companies.

Manuel Kadre was elected as a Director in May 2007 and designated as Lead Independent Director in March 2014. Since December 2012, Mr. Kadre has been the Chairman and Chief Executive Officer of MBB Auto, LLC and also serves as the Chairman and Chief Executive Officer of many other luxury automobile

dealerships in the Northeast. Mr. Kadre is a partner and director of Gold Coast Restaurants, which is the largest franchisee of TGI Friday’s in the United States. From July 2009 until 2013, Mr. Kadre was the Chief Executive Officer of Gold Coast Caribbean Importers, LLC. From 1995 until July 2009, Mr. Kadre served in various roles, including President, Vice President, General Counsel and Secretary of CC1 Companies, Inc., which distributes Coca-Cola and other beverage products in markets throughout the Caribbean. Mr. Kadre has served on the Board of Directors of Republic Services, Inc. since June 2014 and was appointed as Chairman of the Board of Directors of Republic Services, Inc. in February 2017. Mr. Kadre also serves on the Board of Trustees of the University of Miami and on the Board of Governors of University of Miami Hospital. The Board of Directors has concluded that Mr. Kadre’s qualifications to serve on the Board include his experience in acquiring and managing businesses, including those in regulated industries and in government relations, his financial expertise as well as his experience as a member of the Board of Trustees of the University of Miami.

Karey D. Barkerwas elected as a Director in May 2015. Ms. Barker founded Cross Creek Advisors, LLC in 2013 and has served as its Managing Director since that time. Ms. Barker previously served as Managing Director, Venture of Wasatch Advisors, Inc. from 2006 until 2012 and served as a member of its Board of Directors from 1995 until 2012. Ms. Barker also serves as a board observer for several investment companies on behalf of Cross Creek Advisors. The Board of Directors has concluded that Ms. Barker’s qualifications to serve on the Board include her financial expertise and experience in managing venture capital and private equity funds.

Waldemar A. Carlo, M.D., was elected as a Director in June 1999. Dr. Carlo has served as Professor of Pediatrics and Director of the Division of Neonatology at the University of Alabama School of Medicine since 1991. Dr. Carlo participates as a member of several medical and professional organizations. He has received numerous research awards and grants and has lectured extensively, both nationally and internationally. Additionally, Dr. Carlo is a recipient of the Apgar Award, the highest recognition given to neonatologists by the American Academy of Pediatrics. The Board of Directors has concluded that Dr. Carlo’s qualifications to serve on the Board include his experience as a nationally known Professor of Neonatology leading one of the nation’s largest academic neonatal practices as well as his experience performing scientific research and developing and implementing educational programs for physicians.

Michael B. Fernandez was elected as a Director in October 1995. Mr. Fernandez has served as Chairman and Chief Executive Officer of MBF Healthcare Partners, L.P., a private equity firm focused on investing in healthcare service companies, since February 2005. He also served as the Chairman of Simply Healthcare Holdings until its acquisition by Anthem, Inc. in February 2015, and Navarro Discount Pharmacies, LLC until its acquisition by CVS Caremark in September 2014. Mr. Fernandez has served as a member of the Board of Trustees of the University of Miami and was on the Board of Directors of various private entities, including Healthcare Atlantic, Inc., a holding company that operates various healthcare entities. The Board of Directors has concluded that Mr. Fernandez’s qualifications to serve on the Board include his experience over many years as a founder, investor and executive in a variety of successful healthcare businesses (including managed care companies), his financial and marketing expertise, as well as his experience as a member of the Board of Trustees of the University of Miami.

Paul G. Gabos was elected as a Director in November 2002. Mr. Gabos, who is presently retired, served as Chief Financial Officer of Lincare Holdings Inc. (“Lincare”) from June 1997 until December 2012, after its merger with a subsidiary of Linde AG, and prior thereto served as Vice President — Administration for Lincare. Prior to joining Lincare in 1993, Mr. Gabos worked for Coopers & Lybrand and for Dean Witter Reynolds, Inc. Mr. Gabos currently serves on the Board of Directors of Health Insurance Innovations, Inc. The Board of Directors has concluded that Mr. Gabos’ qualifications to serve on the Board include his management experience as a senior executive and financial expertise as Chief Financial Officer of a publicly traded healthcare services company and prior thereto as an investment banker with a large national firm.

Pascal J. Goldschmidt, M.D., was elected as a Director in March 2006. Dr. Goldschmidt currently serves as a Director and Chief Executive Officer of European Care Global QHCI, Ltd. Dr. Goldschmidt previously served

as the Director of Strategic International Projects and Dean Emeritus at the University of Miami. Dr. Goldschmidt served as the Senior Vice President for Medical Affairs and Dean of the University of Miami Leonard M. Miller School of Medicine from April 2006 until May 2016. Dr. Goldschmidt also served as the Chief Executive Officer of the University of Miami Health System from November 2007 until January 2016. Previously, Dr. Goldschmidt was a faculty member with the Department of Medicine at Duke University Medical Center where he served as Chairman from 2003 to 2006 and as Chief of the Division of Cardiology from 2000 to 2003. Dr. Goldschmidt served on the Board of Directors of Health Management Associates from June 2011 until August 2013 and previously served as a director for Opko Health, Inc. from 2007 until 2011. The Board of Directors has concluded that Dr. Goldschmidt’s qualifications to serve on the Board include his experience as a Chief Executive Officer of a healthcare and hospital system, as Dean of a premier medical school managing physicians and other healthcare professionals, as a physician trained in cardiology, as well as his experience performing scientific research and developing and implementing educational programs for physicians.

Enrique J. Sosa, Ph.D., was elected as a Director in May 2004. Dr. Sosa, who is presently retired, served as President of BP Amoco Chemicals from January 1999 to April 1999. From 1995 to 1998, he was Executive Vice President of Amoco Corporation. Prior to joining Amoco, Dr. Sosa served as Senior Vice President of The Dow Chemical Company, President of Dow North America and a member of its Board of Directors. Dr. Sosa was a director of FMC Corporation from June 1999 until April 2012 and a director of Northern Trust Corporation from April 2007 until April 2012. The Board of Directors has concluded that Dr. Sosa’s qualifications to serve on the Board include his management and financial expertise as a former executive officer of large international industrial businesses, his many years of experience with corporate governance, and his service on the Boards of Directors of other publicly traded companies.

Joseph M. Calabro joined the Company in January 1996 as Chief Information Officer. In January 2000, Mr. Calabro was appointed Executive Vice President, Management, in May 2000, he was appointed Chief Operating Officer, and in May 2004, he was appointed President. Prior to joining the Company, Mr. Calabro served as Director of Information Technology for the Ambulatory Surgery Group of Columbia/HCA. He served in various operational and technology positions for various healthcare companies from 1987 to 1994.

Vivian Lopez-Blanco joined the Company in May 2008 as Vice President and Treasurer and was appointed Chief Financial Officer in January 2010. Prior to joining the Company, from 2003 to 2008, Ms. Lopez-Blanco served as Chief Financial Officer of Carrols Corporation’s Hispanic Restaurants Division, which includes the Pollo Tropical and Taco Cabana concepts. Ms. Lopez-Blanco joined Pollo Tropical in 1997 as Controller, was promoted to Chief Financial Officer in 1998 and led the Company through its acquisition by Carrols. Prior to Pollo Tropical, Ms. Lopez-Blanco served in a variety of positions with an international accounting firm. Ms. Lopez-Blanco is a certified public accountant.

David A. Clark joined the Company in May 2001 and became President of our Mednax National Medical Group in January 2017. Prior to his appointment, Mr. Clark served as President of our Western Division since June 2015. Mr. Clark previously served as Chief Operating Officer of our Pediatrix Division from August 2008 until April 2015, with executive officer responsibilities beginning January 1, 2009. Mr. Clark served as Senior Vice President, Operations from December 2003 until August 2008, and as Vice President of Operations, South Central Region from November 2001 to November 2003. From June 2000 to October 2001, Mr. Clark was Vice President of Operations for Magella Healthcare, which we acquired in 2001, and prior thereto he was Vice President of Business Development for Magella Healthcare. Mr. Clark is a certified public accountant.

Dominic J. Andreano joined the Company in September 2001 and was appointed Senior Vice President, General Counsel and Secretary in May 2012. Prior to his appointment, Mr. Andreano previously served as Deputy General Counsel for the Company from January 2009 until May 2012, as Associate General Counsel for the Company from January 2004 until December 2008, and prior thereto as Director, Business Development.Prior to joining the Company, Mr. Andreano was an associate in the corporate securities department ofHolland & Knight, LLP in Miami from June 2000 until September 2001, and an associate in the healthcare corporate department of Greenberg Traurig, P.A. in Miami from September 1997 until June 2000.

John C. Pepia joined the Company in February 2002 and served as Vice President, Accounting and Finance until May 2016, at which time Mr. Pepia was appointed Senior Vice President and Chief Accounting Officer. The Board of Directors appointed Mr. Pepia Principal Accounting Officer in August 2016. Prior to joining the Company, from 1996 to 2002, Mr. Pepia held several Vice President of Accounting & Finance positions at ANC Rental Corporation. He served in various financial positions in several public and private companies from 1985 to 1996.

Committees of the Board of Directors

Audit Committee

MEDNAX’s Audit Committee held seven meetings in 2017. Messrs. Gabos and Kadre, Dr. Sosa and Ms. Barker were members of the committee throughout 2017. Mr. Gabos acted as chair of the committee throughout 2017. MEDNAX’s Board of Directors has determined that each of Messrs. Gabos and Kadre, Dr. Sosa and Ms. Barker qualify as “audit committee financial experts” as defined by the rules and regulations of the SEC and that each of Messrs. Gabos and Kadre, and Dr. Sosa and Ms. Barker meet the independence requirements under such rules and regulations and for a New York Stock Exchange listed company.

MEDNAX’s 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 atwww.mednax.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, 2017.

Compensation Committee

MEDNAX’s Compensation Committee held six meetings in 2017, and took various other actions via unanimous written consent. Messrs. Kadre and Fernandez and Dr. Carlo were members of the committee throughout 2017. Mr. Kadre acted as chair of the committee throughout 2017. MEDNAX’s Board of Directors has determined that each of Messrs. Kadre and Fernandez and Dr. Carlo meet the independence requirements for a New York Stock Exchange listed company.

MEDNAX’s Board of Directors has adopted a written charter for the Compensation Committee setting out the functions that it is to perform. A copy of the Compensation Committee Charter is available on our Website atwww.mednax.com.

The primary purpose of MEDNAX’s Compensation Committee is to assist MEDNAX’s Board of Directors in the discharge of the Board of Directors’ responsibilities relating to compensation of executives. The scope of authority of MEDNAX’s Compensation Committee includes the following:

Upon a determination of MEDNAX’s full Compensation 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 “Executive Compensation: Compensation Discussion and Analysis — How Pay Decisions are Made.”

Nominating and Corporate Governance Committee

MEDNAX’s Nominating and Corporate Governance Committee held one meeting in 2017, and took various other actions via unanimous written consent. Drs. Carlo and Sosa and Mr. Fernandez were members of the committee throughout 2017. Dr. Carlo served as chairman of the committee throughout 2017. MEDNAX’s Board of Directors has determined that each of Drs. Carlo and Sosa and Mr. Fernandez meet the independence requirements for a New York Stock Exchange listed company.

MEDNAX’s 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 atwww.mednax.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 MEDNAX. 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 MEDNAX’s 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 MEDNAX’s 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, taking into account the current Board members and the specific needs of MEDNAX and its Board of Directors. 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 diverse backgrounds, skills and experience, and represents appropriate financial, clinical and other expertise relevant to the business of MEDNAX. 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. Although the committee’s charter permits the committee to engage a search firm to identify Director candidates, MEDNAX did not pay any fees to third parties to assist in the process of identifying or evaluating Director candidates in 2017.

Risk Considerations in Our Compensation Programs

The Company has reviewed its compensation structures and policies as they pertain to risk and has determined that its 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

Review and Approval of Related Person Transactions

MEDNAX has a written policy for the review and approval or ratification of transactions (i) between MEDNAX and any MEDNAX Director or any other entity in which any MEDNAX Director is a director, officer or has a financial interest; and (ii) in which MEDNAX 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 MEDNAX Director or Director nominee, executive officer or holder of more than 5% of the outstanding voting stock of MEDNAX 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 MEDNAX’s Board of Directors for approval by MEDNAX’s Compensation Committee or (ii) the employment by MEDNAX 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 MEDNAX’s General Counsel or if the transaction involves the participation of a member of the MEDNAX Board of Directors, are required to be promptly referred to the disinterested members of the MEDNAX Audit Committee for their review or, if less than a majority of the members of MEDNAX Audit Committee are disinterested, to all the disinterested members of the MEDNAX 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 MEDNAX’s 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 Chairman 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 MEDNAX than those that would be available to MEDNAX 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 MEDNAX’s 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

Mr. Alvarez has served on MEDNAX’s Board of Directors since March 1997. Mr. Alvarez is the Senior Chairman of Greenberg Traurig, P.A., which serves as one of MEDNAX’s outside counsels and receives customary fees for legal services. In 2017, MEDNAX paid Greenberg Traurig, P.A. approximately $1,348,000 for such services and currently anticipates that this relationship will continue. Mr. Alvarez does not personally provide legal services to MEDNAX and derives no direct personal benefit from MEDNAX’s payment for legal services to Greenberg Traurig, P.A. Further, the fees derived from MEDNAX represent an immaterial portion of the overall revenue generated by Greenberg Traurig, P.A.

Compensation Committee Interlocks and Insider Participation

In 2017, 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.

EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)

SECTION II: EXECUTIVE SUMMARY

20142017 Business Highlights

Stability and building long-term value are at the core of everything we do. Our unique healthcare model has been in place for over 3035 years, allowing us to focus on what is most important in our industry — taking great care of our patients and improving patient outcomes. In 2014,2017, we continued to position ourselves for the future of healthcare by concentrating on our long-term growth strategy. We remained disciplined in our spending, highly-selective in our acquisitions and resilient in the face ofresponsive to the changing healthcare landscape. We were challenged in 2017 by unexpected changes in payor mix, reduced patient volumes and increased pressures on practitioner compensation in critical markets. Key financial results for the last three fiscal years, including the impact of the challenges we faced in 2017, are highlighted below:

Earnings before interest, taxes and depreciation and amortization (“EBITDA”) is a non-GAAP financial measure. For a description of the rationale for our presentation of EBITDA and a reconciliation of EBITDA to net income, the most directly comparable GAAP measure, for the years ended December 31, 2017, 2016 and 2015, please see the disclosure under the caption “Non-GAAP Measures” beginning on page 53 of our Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 14, 2018.

Our proven track record is also validated by the sustained growth of our diluted earnings per share and annual cash flow from operations over the last 10 years and correspondingly strong positive annualized total shareholder returns, and stock prices, which we know are meaningful measures of performance for our shareholders:years.

Note:All share and per share amounts for all periods presented and discussed in this proxy statementProxy Statement reflect the effect of two-for-one stock splitssplit effected in 2006 and 2013.

Corporate Governance Policies. We also adopted the following new policies in 2014 to enhance the alignment of our program features with best-practices and investor expectations:

Elements of Pay

Our pay philosophy is supported by the following pay elements in our executive compensation program:

Pay Mix

The charts below show that most of our NEOs’ total direct compensation is variable (89%(86% for the CEO and an average of 83%81% for our other NEOs) based upon actual 2014awarded and anticipated 2017 compensation:

How Pay Decisions Are Made

The Compensation Committee, composed solely of independent Directors, is responsible for making pay decisions for the NEOs. The Compensation Committee works very closely with its independent consultant, which for 20142017 was Willis Towers Watson & Co. (“Willis Towers Watson”), and management to examine pay and performance matters throughout the year. The Compensation Committee held six meetings over the course of 2014.2017, and took various other actions via unanimous written consent. The Compensation Committee’s written charter can be accessed on the MEDNAX website atwww.mednax.com.

The Role of the Compensation Committee and Management

The primary role of the Compensation Committee is to assist MEDNAX’s Board of Directors in the discharge of the Board’s responsibilities related to executive compensation matters. The Compensation Committee’s responsibilities include:

The CEO does not play any role in the Compensation Committee’s determination of his own pay; however, the Compensation Committee solicits input from the CEO concerning the performance and compensation of the other NEOs. The CEO bases his recommendations on his assessment of each individual’s performance, tenure and experience in the role, external market pay practices, retention risk and MEDNAX’s overall pay philosophy.

The Role of Independent Consultants

The Compensation Committee continually reviews executive compensation to ensure that it reflects our pay philosophy and, as necessary, retains the services of an independent consultant to assist in such review. During 2014,2017, the Compensation Committee retained Willis Towers Watson to provide data and analysis with respect to the compensation paid to our NEOs. The Compensation Committee has assessed the independence of Willis Towers Watson pursuant to applicable SEC rules, NYSENew York Stock Exchange listing standards and its own committee charter and concluded that no conflict of interest exists that would prevent Willis Towers Watson from independently advising the Compensation 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 ensure that our program features and NEO pay opportunities remain appropriately competitive. The Compensation 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 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.

During 2016, the Compensation Committee last authorized a complete evaluation of NEO pay by itsreviewed CEO compensation consultant in 2011, at the time it was in discussions with the CEO about an extension of his employment agreement. The Company’s independent compensation consultant at the time prepared a report that included market references at various percentiles for all elements of direct compensation — base salary, bonus opportunity (target and actual), long-term incentive grant values and total direct compensation. These references were developed using publicly disclosed officer pay information from a group of 17 public16 publicly traded healthcare services companies. The companies included in the healthcare services industry (ouranalysis were recommended by the Committee’s consultant and approved by the Committee. During the fall of 2017, the consultant updated the peer group).analysis for the CEO position as well as for the Company’s other NEOs. The companies included in our peer group were as follows:

**	Team Health was taken private in late 2016, and was therefore not included in the 2017 study.

In determining the peer group for the studies, the Compensation Committee considered a variety of factors including revenue, income from operations, net income, market capitalization and enterprise value. Based on the advice of its consultant, the Compensation Committee established that top executive pay levels at publicly-traded companies in the healthcare services industry were more closely correlated to factors other than revenue. As such, the peer group was determined with an objective of placing MEDNAX near the median for both income from operations and enterprise value. Given MEDNAX’s profitability, this meant that MEDNAX would rank in the lower quartile of its peers in terms of revenue and in the upper quartile of its peers in terms of net income and market capitalization.

An updated analysis of the remaining peer companies showed that as of year-end 2013,2016, MEDNAX ranked near the peer 3025^th percentile in terms of revenue, at the peer 7057^th percentile in terms of operating income, andnear the peer 80^th percentile in terms of net income, near the peer 6560^th percentile in terms of enterprise value and near the peer 8070^th percentile in terms of market capitalization. MEDNAX also ranked between the peer 35^th and 50^th percentiles for three-year growth rates in revenues, income from operations and net income , and above the peer median in terms of three-year growth rates for net income and annualized shareholder return and near or above the peer 70^th percentile in terms of revenue and income from operations as well as annualized total shareholder return over the prior five-year period.past three and five year periods. Data from the updated peer analysis are summarized in the tables below:

This same peer group was used in 2013 to establish market references for theThe Compensation Committee inreviews a variety of other areas including key incentive design features, equity grant programs, historical CEO bonus payout levels, stock ownership policies, Board of Directors compensation and other policies relating to officer and Board member compensation.compensation from time to time relative to MEDNAX’s peers. In addition, the Compensation Committee was providedperiodically reviews information relating to NEO compensation practices as developed from companies considered to be MEDNAX peers by proxy advisory firms. However, since some of these advisory firms determine peers based primarily on comparable revenue, the Compensation Committee has not used information from these companies in evaluating NEO salaries, bonus opportunities and annual equity-based award values. The Compensation Committee believes that information from the peer group it has selected is more relevant.

SECTION IV: THE EXECUTIVE COMPENSATION PROGRAM IN DETAIL

Base Salary

The Compensation Committee reviews and approves base salary levels at the beginning of each year. Base salary decisions generally reflect the Compensation 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.

20142017 Base Salary Decisions

For 2014, the Compensation Committee determined not to increase theThe 2017 base salaries for any of the NEOs with the exception of Ms. Lopez-Blanco. Her salary increase was made to further align her pay with market-competitive levels and recognize and reward her leadership role within the organization.were as follows:

20142017 Annual Bonus Decisions

The Compensation Committee establishes each NEO’s maximum annual bonus opportunity as a percentage of the base salary in effect at the beginning of the year. The target bonus opportunity for each NEO is equal to 50% of suchthe NEO’s maximum bonus opportunity. The Committee, consistent with historical practice, established the minimum income from operations goal at a level equal to the income from operations achieved by the Company in the prior year. By the middle of the second quarter of 2017, it became clear that due to the various financial challenges the Company faced, the minimum income from operations level necessary for Dr. Medel, Mr. Calabro and Ms. Lopez-Blanco to earn a bonus was unlikely to be achieved. The Compensation Committee considered the adoption of a supplemental bonus program designed to motivate and incentivize the executive team to achieve incrementally higher income from operations in the second half of 2017. However, the Compensation Committee ultimately decided to maintain the original bonus plan for 2017. The Compensation Committee determined that the Company’s 20142017 income from operations corresponded to a payment of 128%0% of the target bonus payment under the bonus guidelines for each of Dr. Medel, Ms. Lopez-Blanco and Mr. Calabro. In the case of Mr. Wagner and Dr. Stanley, the Compensation Committee delegated authority under the guidelines to

For 2017, the Chief Executive Officer and the President and Chief Operating Officer to determine Mr. Wagnerrecommended and Dr. Stanley’s bonuses, subject to the maximum bonus opportunity approved by the Compensation Committee. In exercising this authority,Committee approved, the Chief Executive Officerannual bonuses for Mr. Clark and Mr. Andreano that were consistent with those being paid to bonus-eligible employees, other than Dr. Medel, Ms. Lopez-Blanco and Mr. Calabro. The recommendations considered the President and Chief Operating Officer consideredfinancial performance results of the Company in 2017, the operating performance of the Company’s American Anesthesiology DivisionMEDNAX National Medical Group (in the case of Mr. Wagner) andClark), the performance of the Company’s Pediatrix DivisionGeneral Counsel’s office and legal function (in the case of Dr. Stanley)Mr. Andreano), and the performanceindividual contributions of Mr. Clark and Mr. Andreano to the Company as a wholein 2017. The recommendations also took into account the updated market compensation references for 2014. They also considered Mr. WagnerMessrs. Clark’s and Dr. Stanley’s individual performance forAndreano’s positions, noting that Messrs. Clark and Andreano’s base salaries were below the year.market median. In considering these factors, the Chief Executive Officer and the President and Chief Operating Officer concludedrecommended to the Compensation Committee that Mr. WagnerClark and Dr. Stanley’s bonusesMr. Andreano should each be equal to 115%receive 75% of his respective target bonus percentage.opportunity, similar

to other bonus-eligible employees who earned 75% of their target bonuses based on their individual, departmental and Company performance. The Compensation Committee agreed with the recommendations and approved the bonuses for Messrs. Clark and Andreano.

Equity-Based Awards

Changes We Made2017 Equity-Based Awards

The Compensation Committee approved the June 1, 2017 equity-based awards outlined below in 2014: IntroductionMay 2017. These equity-based awards were divided equally into performance share awards and time-based restricted stock awards for each of Performance SharesDr. Medel, Ms. Lopez-Blanco and Mr. Calabro. The equity grant values for Dr. Medel, Ms. Lopez-Blanco and Mr. Calabro remained the same in 2017 as they were in 2016. The actual number of shares earned from the June 1, 2017 award of restricted stock and performance shares granted to Dr. Medel, Ms. Lopez-Blanco and Mr. Calabro has not been determined as of the date of this Proxy Statement because the performance period for such awards will initially be measured over a one-year period from April 1, 2017 through March 31, 2018. Messrs. Clark and Andreano’s equity-based awards granted in 2017 are subject only to the 162(m) goal and time-based vesting requirements. In 2018, Messrs. Clark and Andreano were awarded performance shares subject to the same performance metrics as our other NEOs.

50% of the equity-based award is granted in performance shares that:

ThisThe 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.

2014 Equity-Based Awards

The Compensation Committee approved the June 1, 2014 equity-based awards outlined below at its May 2014 meeting. These equity-based awards were divided equally into performance share awards and time-based restricted stock awards.

In setting financial performance goals for these initial 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 income from operations and earnings per share using sensitivity analysesEBITDA in determining the 20142017 grants.

The growth rate targets for both revenue and income from operations for the 2014 performance period were considered challenging yet realistic and achievable. No shares would have been earned unless some level of growth was achieved with a target award (100% of performance shares) only being earned if growth equaled or exceeded 8% and an above-target award being earned only if growth exceeded 13%.

The 20142017 performance goals were set to appropriately reflect specific factors that were expected to have a direct impact on the results for this performance period. The growth rate targets for the 20142017 performance period differ from the Company’s historical 5-year average growth rates because of volatility in the various drivers that impact results from year to year. The variousOther drivers considered in setting the 2014 financial performance goals include,included, but arewere not necessarily limited to: acquisition-related activities, including size, type, timing and volume of acquisitions, the continued diversification of our services, same-unit volume growth, expense-related initiatives and reimbursement-related factors, including payor mixmix. At the time the 2017 performance goals were being developed, the financial challenges faced by the Company were becoming apparent, but their full impact on future net revenue and EBITDA results was still highly uncertain. The Compensation Committee established net revenue from Medicaid parity.and EBITDA goals that reflected the financial challenges and uncertain operating environment, particularly with regard to year-over-year changes in 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 significant decline in EBITDA and modest growth in net revenue. 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. Consideration was also given to those factors that impacted previous year results (positively or negatively) but were not anticipated to impact 20142017 results.

More specifically, The Compensation Committee further elected to eliminate a retesting feature of the most impactful driverequity program that was expectedallowed an additional opportunity to create significant volatility betweenearn performance shares if the actual growth rates achieved in 2013 and the growth rate targets for 2014 was acquisition-related activities. During 2012, the Company completed acquisitions with a total purchase price of over $457 million, of which over $250 million was completedperformance criteria were not met during the fourth quarter of 2012. The annual growth rates achieved during 2013 were favorably impacted by the contribution to both revenue and income from operations related to those 2012 acquisitions. In contrast, during 2013, the Company completed acquisitions with a total purchase price of $251 million, a reduction from the activity in the previous year. This reduced level of acquisition-related investment in 2013 did not represent a change in the acquisition growth strategy of the Company but rather that the acquisition process is taking longer to complete, primarily based on increased involvement by hospitals in the due diligence process. However, because of this variability in timing and volume, the contribution to both revenue and income from operations in 2014 from these 2013 acquisitions was expected to have a less significant effect compared to 2013 growth. The 2014initial performance goals for both revenue and income from operations were established with consideration of this factor as well as any additional variability in timing of acquisitions expected to close during 2014.period.

As the Company continues to grow, the base on which performance goals are set will continue to increase, and it will become increasingly challenging to maintain historical growth rates for both revenue and income from operations.EBITDA. This factor was also taken into account when setting the growth rate targets for the 20142017 performance period.

The 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 will continueeffective in continuing to motivate the executive team to drive the strong shareholder returns historically generated by the Company. Accordingly, the Committee believes that the performance shares awarded appropriately align Company performance with executive compensation.

While this discussion of 20142017 equity awards relates to growth targets for the 2014 year,2017 performance period, we believe our approach to granting performance-basedperformance 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. As a result, we believe our NEOs are incentivized not only to execute the Company’s growth strategy but also to maintain discipline in its acquisition-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 in our industry — especially as the challenges in the healthcare sector grow increasingly more complex.complex and competition for executive talent in the healthcare sector increases.

The charttable below outlines the 20142017 equity award program:

Equity Component

How It Works

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

•  Based on pro-rata vesting over the first three anniversaries of the grant. •    Vesting waswill be contingent upon the Company achieving a performance goal established at the time of the grant to preserve tax deductibility under §162(m) of the Internal Revenue Code.Code consisting of EBITDA for the 12 months ended March 31, 2018 of not less than $400 million. Once the performance goal wasis satisfied, shares will vest at the rate of one-third per year beginning on the first anniversary of the grant date.   •  If the performance goal had not been achieved byis satisfied, shares will vest over the first anniversarythree anniversaries of the grant date (June 1, 2018, 2019 and 2020) subject to continued employment •  If the performance goal is not achieved by March 31, 2018, all shares would have beenwill be forfeited.

2014 Performance Share Awards: Actual Performance and Shares Earned in 2017 for 2016 Performance Share Awards

For the period from April 1, 2016 to March 31, 2017, the Company’s net revenue and EBITDA, the metrics on which the 2016 performance share awards were measured, grew by 13.1%, in the case of net revenue and 2%, in the case of EBITDA. In accordance with the pre-established target growth rates of 8% to 14% for each of net revenue and income from operations,EBITDA, our NEOs earned 100% and 25.5% of their target performance share awards for each metric.metric, respectively, and 62.75% of their target performance share awards overall. The shares earned will vest over the first three anniversaries of the grant date, subject to continued employment.

The achievement of 100%Restricted Stock Unit Awards

Based on the results of the target performance awards supportsupdated NEO market analysis conducted in 2017, in December 2017 the Compensation Committee’s goalCommittee made supplemental grants to Messrs. Clark and Andreano of designing incentive14,741 and 9,828 performance-based restricted stock units (“RSUs”) respectively. These grants were designed to ensure that the total compensation programs that resultof Messrs. Clark and Andreano was competitive with market references, particularly after the market analysis completed in the alignmentfall of Company performance with executive compensation and demonstrates2017 indicated that the target growth ratesannual equity grants made in June 2017 to Messrs. Clark and Andreano were adequately rigorous, yet achievable.below the market median for each. The RSUs will vest on March 1, 2020 if the Company achieves consolidated EBITDA for the twelve months ended December 31, 2018 equal to or exceeding $440,000,000, and is subject to each executive’s continued employment.

Other Practices, Policies & Guidelines

Equity Grant Practices

The Compensation Committee determines the effective date of annual equity-based awards without regard to current or anticipated stock price levels. Although usually made around mid-year, the Compensation Committee 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. 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.

We follow equity grant procedures designed to promote the proper authorization, documentation and accounting for all equity grants. Pursuant to these procedures the Compensation 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 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 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.

Subject to these policies and procedures, the Compensation Committee or the Board of Directors may approve grants of equity-based awards at any time. However, grants to employees may be effective only on a date within a “trading window” as defined by the Company’s Policy Statement on Inside Information and Insider Trading, as amended from time to time (the “Insider Trading Policy”). For example, a grant approved by the Compensation Committee or the Board of Directors during a “black-out” period (as defined in such policy) will be effective on a date during the next “trading window” as determined by the Compensation Committee or the Board of Directors on the date such grant is approved.

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 of Policy Prohibitingon Inside Information and Insider Trading tofor All Employees.

NEOs are allowed to vote performance shares and restricted stock and performance awards 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 isare forfeited, the NEO’s rights to receive the dividends declared with respect to that stockthose 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.

Clawback Policy

The Company has 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 January 1, 2014 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.

Stock Ownership and Retention Policy

The Compensation 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.

AllEach of our NEOs are required to own shares of MEDNAX common stock with a value of not less than a specified multiple of theirhis 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.

The chart below shows the multiple of base salary ownership requirements and actual ownership levels as of December 31, 2014:2017:

As the table above reflects, our NEOs hold a significant investment in MEDNAX, which is a strong reflection of our culture and aligns with our compensation philosophy.

In addition, all non-management members of our Board of Directors are required to own MEDNAX common stock worth three times their annual base cash retainer fee.

Shares that count toward the ownership requirement are as follows:

The Compensation Committee will evaluate NEO statusownership 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 MEDNAX directors, management, financial and other insiders are prohibited from engaging in transactions in MEDNAX securities or derivatives of MEDNAX 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 MEDNAX securities as collateral for a loan, unless such person clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities.

Retirement and Deferred Compensation Plans

We maintain a Thrift and Profit Sharing Plan (the “401(k) Plan”), which is a 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. The 401(k) Plan allows eligible employees to elect to contribute from 1% to 60% of their eligible compensation to an investment trust on a pre-tax and/or Roth after-tax basis, up to the maximum dollar amounts permitted by law. The 401(k) Plan also offers employees the option to voluntarily contribute additional funds on a non-deductible after-tax basis subject to certain limits. In

2014, 2017, the maximum employee pre-tax and/or Roth elective contribution to the 401(k) Plan was $17,500,$18,000, plus an additional $5,500$6,000 for employees who were at least 50 years old in 2014.2017. Eligible compensation generally means all wages, salaries and fees for services from the Company, up to a maximum specified amount permitted by law. Matching contributions under the 401(k) Plan are discretionary. For 2014,2017, the Company matched 100% of the first 4% of eligible compensation that each eligible participant contributed to the 401(k) Plan on his or her behalf. The portion of an employee’s account under the 401(k) Plan that is attributable to matching contributions vests as follows: 30% after one year of service, 60% after two years of service, and 100% after three years of service. However, regardless of the number of years of service, an employee is fully vested in our matching contributions (and the earnings thereon) if the employee retires at age 65 or later, or terminates employment by reason of death or total and permanent disability. The 401(k) Plan provides for a variety of different investment options, in which the employee’s and the Company’s contributions are invested.

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 20142017 for each of the NEOs are included in the “All Other Compensation” column of the 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, Dr. Medel and Messrs. Calabro and Wagner each of the NEOs are entitled to 38 days and Ms. Lopez-Blanco and Dr. Stanley are each entitled to 28 days 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. Dr. Medel and Mr. Calabro each are entitled under their Employment Agreements to utilize, for personal travel, the aircraft that the Company leases. Dr. Medel’s personal use of the aircraft may not exceed 95 hours of flight in any calendar year and Mr. Calabro’s personal use of the aircraft may not exceed 50 hours of flight in any calendar year without the consent of the Compensation Committee. The incremental cost to the Company of these benefits for Dr. Medel and Mr. Calabro is included in the “All Other Compensation” column of the Summary Compensation Table.

The Compensation 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.

Termination of Employment and Change in Control 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. The Compensation Committee has reviewed the essential terms of these termination provisions, and believes they are reasonable, appropriate, and generally consistent with market practice. Those provisions include a reimbursement by the Company to each of Messrs.Mr. Calabro and Wagner of any excise tax imposed upon the executive pursuant to Section 4999 of the Code with respect to any “excess parachute payments,” as that term is defined in Section 280G of the Code, that the executive receives as a result of a Change in Control. In the case of

Dr. Medel, his current Employment Agreement provides that, if any amount payable to Dr. Medel in connection with a Change in Control 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 Dr. Medel 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).

In certain situations pursuant to the terms of the award agreement or an executive’s Employment Agreement, the service requirement may be waived and vesting accelerated. However, in no situations except those involving a change-in-control of MEDNAX will any shares vest unless the performance goal has first been achieved.

Additionally, any unvested restricted stock is generally forfeited upon termination of the employment of the NEOs. The Employment Agreements with our NEOs provide however, that their restricted stock may vest or continue to vest after termination of employment in certain circumstances. In the event of termination of Dr. Medel and Messrs.Mr. Calabro and Wagner by the Company without Cause (as defined in his Employment Agreement) or due to the executive’s Disability (as defined in his Employment Agreement) or by the executive for Good Reason (as defined in his Employment Agreement), due to the executive’s health becoming impaired to any extent that makes the continued performance of his duties hazardous to the executive’s physical or mental health or life (“Poor Health”) or due to death, all restricted stock granted prior to termination of employment will continue to vest until fully vested. Furthermore, in the event of a Change in Control (as defined in his Employment Agreement), for Dr. Medel and Messrs.Mr. Calabro, and Wagner, all unvested restricted stock will automatically vest. In the event that Ms. Lopez-Blanco’s or Dr. Stanley’sMessrs. Clark or Andreano’s employment is terminated due to Disability or death, all unvested restricted stock granted to her or him by the Company will continue to vest until fully vested following the termination of her or his employment. In the event that, Ms. Lopez-Blanco’s or Dr. Stanley’s termination date as a result ofat any time following a Change in Control (as defined in her or his Employment Agreement) occurs, Ms. Lopez-Blanco or Messrs. Clark and Andreano are terminated by the Company without Cause (as defined in her or his Employment Agreement) or by the executive for Good Reason (as defined in her or his Employment Agreement), provided that termination by the executive for Good Reason related to a diminution in duties following a Change in Control must occur within the 12-month24-month period of a Change in Control, any unvested restricted stock will automatically vest.

Summary Compensation Table

The following table sets forth the 2014, 20132017, 2016 and 20122015 compensation for our principal executive officer, principal financial officer, and our other named executive officersNEOs for the time they were deemed to be named executive officers.NEOs.

Grants of Plan-Based Awards in 20142017