DEF 14A of DocGo Inc., Apr 25, 2024

DEF 14A of DocGo Inc.

Filed Apr 25, 2024 · FY20230001213900-24-036220

Open on EDGAR

  1. Information Regarding our Directors

    Information Regarding our Directors

  2. Information Regarding our Directors

    | Name | Age | Director Since | Class | Term Expires | Occupation | Independent | Committee Memberships and Board Leadership | Other Public Boards | | Steven Katz | 76 | 2021 | III | 2024 | Chair of the Board; President of Steven Katz & Associates, Inc. | 🗸 | AC*FE CC NCGC | None | | Lee Bienstock | 40 | 2024 | I | 2025 | Chief Executive Officer of DocGo | | None | None | | Michael Burdiek | 64 | 2021 | III | 2024 | Former Chief Executive Officer and Director of the Company (then known as Motion Acquisition Corp., or “Motion”) prior to the Business Combination (as defined herein) and current board member and advisor to public and private technology growth companies | 🗸 | AC | Five9, Inc. | | Vina Leite | 55 | 2022 | II | 2026 | Chief People Officer of GoodRx, Inc. | 🗸 | CC NCGC | Jamf Holding Corp. | | Ira Smedra | 75 | 2021 | I | 2025 | Founder and President of the ARBA Group | 🗸 | AC CC* NCGC* | None | | Ely D. Tendler | 56 | 2021 | I | 2025 | General Counsel and Secretary of DocGo | | None | None | | James M. Travers | 72 | 2021 | II | 2026 | Former Chairman of Motion and former executive at technology and software companies | 🗸 | None | None |

  3. Information Regarding our Directors

    ____________ AC: Audit and Compliance Committee CC: Compensation Committee NCGC: Nominating and Corporate Governance Committee *: Committee Chair FE: Audit Committee Financial Expert

  4. Information Regarding our Directors

    | | Page | | LEGAL MATTERS | 1 | | CORPORATE GOVERNANCE | 2 | | Information Regarding Director Nominees and Continuing Directors | 2 | | Board Composition | 6 | | Board Leadership Structure | 7 | | Executive Sessions | 8 | | Director Independence | 8 | | Board Committees | 8 | | Board Risk Oversight | 9 | | Other Corporate Governance Practices and Policies | 10 | | DIRECTOR COMPENSATION | 11 | | PROPOSAL 1: ELECTION OF DIRECTORS | 13 | | EXECUTIVE OFFICERS | 14 | | EXECUTIVE COMPENSATION | 15 | | Compensation Committee Report | 15 | | Compensation Discussion and Analysis | 15 | | 2023 Summary Compensation Table | 22 | | 2023 Grants of Plan-Based Awards Table | 24 | | Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 25 | | Outstanding Equity Awards at 2023 Fiscal-Year End Table | 26 | | 2023 Option Exercises and Stock Vested Table | 27 | | Potential Payments Upon Termination or Change in Control | 27 | | Pay Versus Performance | 30 | | EQUITY COMPENSATION PLAN INFORMATION | 34 | | PROPOSAL 2: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 35 | | PROPOSAL 3: NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 36 | | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 37 | | REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE | 38 | | PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 | 39 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 40 | | Related Person Transaction Policy | 40 | | Related Person Transactions | 40 | | CERTAIN INFORMATION ABOUT OUR COMMON STOCK | 42 | | Security Ownership of Certain Beneficial Owners and Management | 42 | | Delinquent Section 16(a) Reports | 43 | | QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING | 44 | | OTHER MATTERS | 49 | | Stockholder Proposals and Director Nominations for Next Year’s Annual Meeting | 49 | | Delivery of Documents to Stockholders Sharing an Address | 49 | | Availability of Additional Information | 49 | | APPENDIX A: NON-GAAP FINANCIAL MEASURES | 50 |

  5. LEGAL MATTERS

    LEGAL MATTERS Forward-Looking Statements. This Proxy Statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”), including statements concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and others. All statements other than statements of historical fact included in this Proxy Statement are forward-looking statements. Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. Forward-looking statements are subject to many risks and uncertainties, including the risk factors that we identify in our filings with the U.S. Securities and Exchange Commission (the “SEC”), and actual results may differ materially from the results discussed in such forward-looking statements. We undertake no duty to update publicly any forward-looking statement that we may make, whether as a result of new information, future events or otherwise, except as may be required by applicable law, regulation or other competent legal authority. In addition, our sustainability and social responsibility goals, if any, are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met. Website References. Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of this Proxy Statement.

  6. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE Our business affairs are managed under the direction of our Board. Our Board has adopted a set of Principles of Corporate Governance as a framework for the governance of the Company, which is posted on our website located at https://ir.docgo.com/ under “Governance.”

  7. Information Regarding Director Nominees and Continuing Directors

    Information Regarding Director Nominees and Continuing Directors In accordance with our Amended and Restated Bylaws (as the same may be amended and/or restated from time to time, our “Bylaws”), the Board has fixed the number of directors constituting the Board at seven. Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently three Class I directors, whose terms expire at the 2025 Annual Meeting of Stockholders; two Class II directors, whose terms expire at the 2026 Annual Meeting of Stockholders; and two Class III directors, who are up for election at this Annual Meeting for a term expiring at the 2027 Annual Meeting of Stockholders. Biographical and other information regarding our director nominees and directors continuing in office, including the primary skills and experiences considered by our Nominating and Corporate Governance Committee in determining to recommend them as nominees, is set forth below.

  8. Information Regarding Director Nominees and Continuing Directors

    | Name | Class | Term Expires | Age (as of April 25) | | Committee Membership | | | | | | | | Position | AC | CC | NCGC | | Steven Katz | Class III | 2024 | 76 | Independent Chair of the Board | M*FE | M | M | | Lee Bienstock | Class I | 2025 | 40 | Director, Chief Executive Officer | | | | | Michael Burdiek | Class III | 2024 | 64 | Independent Director | M | | | | Vina Leite | Class II | 2026 | 55 | Independent Director | | M | M | | Ira Smedra | Class I | 2025 | 75 | Independent Director | M | M* | M* | | Ely D. Tendler | Class I | 2025 | 56 | Director, General Counsel and Secretary | | | | | James M. Travers | Class II | 2026 | 72 | Independent Director | | | |

  9. Information Regarding Director Nominees and Continuing Directors

    __________ AC: Audit and Compliance Committee CC: Compensation Committee NCGC: Nominating and Corporate Governance Committee *: Committee Chair FE: Audit Committee Financial Expert

  10. Information Regarding Director Nominees and Continuing Directors

    | Class III Director Nominees Standing for Election at this Annual Meeting | | | | | Steven Katz Chair of the Board | Age: 76 | Director since: 2021 | Committee(s): AC*FE, CC, NCGC | | Background | | | | | Mr. Katz has served as a member of our Board since November 2021 and as the Chair of the Board since April 2024. He previously served as our Lead Independent Director from April 2023 to March 2024. Since 1982, he has also served as the President of Steven Katz & Associates, Inc., a life sciences/healthcare and technology-based management consulting firm focusing on strategic planning, products and services, licensing/strategic alliances and raising capital. Mr. Katz has led 13 corporate turnaround assignments as a Chief Executive Officer or Chief Operating Officer and has served on 15 public boards and six private boards, including NYSE, Nasdaq, AMEX and Bulletin Board companies. Since 2014, Mr. Katz has served as a member of the board of directors of Tiffen Holdings, Inc., a private company primarily engaged in the production and distribution of imaging accessories for the motion picture industry and the photography market. From 1983 to 1984, Mr. Katz served as Co-Founder and Executive Vice President of S.K.Y. Polymers, Inc., a bio-materials company. From 1981 to 1982, he served as Vice President and General Manager of a non-banking business unit of Citicorp (now Citigroup (NYSE: C)). From 1976 to 1980, Mr. Katz held various senior management positions at National Patent Development Corporation, a holding company, including serving as President of three subsidiaries. Earlier in his career, he worked at Revlon, Inc., a cosmetics company, and Price Waterhouse & Co. (now PricewaterhouseCoopers LLP). Mr. Katz has also advised many large non-profit healthcare entities and their boards. Mr. Katz earned his B.B.A. in Accounting from the City College of New York. | | | | | Qualifications and Skills | | | | | Mr. Katz is qualified to serve on our Board because of his extensive experience leading and advising life sciences and healthcare companies and his financial expertise. | | | | | Michael Burdiek | Age: 64 | Director since: 2021 | Committee(s): AC | | Background | | | | | Mr. Burdiek has served as a member of our Board since November 2021. He previously served as Motion’s Chief Executive Officer and as a member of its board of directors from its formation in August 2020 until the business combination with Motion Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Motion, and Ambulnz, Inc., a Delaware corporation (“Ambulnz”), which business combination (“Business Combination”) closed on November 5, 2021 (the “Closing Date”) and pursuant to which Motion changed its name to “DocGo Inc.” (the “Closing”). Mr. Burdiek served as President, Chief Executive Officer and director of CalAmp (Nasdaq: CAMP) from 2011 to March 2020. Prior to joining CalAmp, Mr. Burdiek served as President and Chief Executive Officer of Telenetics Corporation, a manufacturer of data communications products. Earlier in his career, Mr. Burdiek held a variety of technical and executive management roles at Comarco, Inc., a provider of test solutions to the wireless industry. Mr. Burdiek began his career as a design engineer with Hughes Aircraft Company. He currently serves as a member of the board of directors of Five9, Inc. (Nasdaq: FIVN), a SaaS cloud-based contact center software company, and IntelliShift, a provider of SaaS mobility management solutions. Mr. Burdiek earned his B.S. in Electrical Engineering from Kansas State University and his M.B.A. and M.S. in Electrical Engineering from California State University, Fullerton. | | | | | Qualifications and Skills | | | | | Mr. Burdiek is qualified to serve on our Board because of his extensive experience leading software and technology companies. | | | |

  11. Information Regarding Director Nominees and Continuing Directors

    | Class I Directors Continuing in Office | | | | | Lee Bienstock | Age: 40 | Director since: 2024 | Committee(s): None | | Background | | | | | Mr. Bienstock has served as a member of our Board since April 2024 and as our Chief Executive Officer since September 2023. Previously, he served as our Chief Operating Officer from March 2022 to September 2023 and President from January 2023 to September 2023. Prior to joining the Company, he served at Alphabet Inc. (Nasdaq: GOOGL), a multinational technology and internet services company, in a variety of roles from 2011 to 2022, including most recently as the Global Head of Business Development at Google Devices and Services from June 2019 to March 2022 and as the Head of Partnerships at Google Fiber from 2014 to 2019. Mr. Bienstock received his M.B.A. from the Wharton School of Business at the University of Pennsylvania and his B.S. in Policy Analysis & Management with distinction from Cornell University. | | | | | Qualifications and Skills | | | | | Mr. Bienstock is qualified to serve on our Board because of his extensive leadership, operational and business experience and deep knowledge of the Company, its culture and its operations. | | | | | Ira Smedra | Age: 75 | Director since: 2021 | Committee(s): AC, CC*, NCGC* | | Background | | | | | Mr. Smedra has served as a member of our Board since November 2021. He previously served as a director of Ambulnz from 2015 until the Business Combination. Mr. Smedra founded and has served as President of the ARBA Group, a real estate investment company with a healthcare portfolio including more than 150 skilled nursing facilities located in eight states and two acute care hospitals, since April 1971. Mr. Smedra earned his B.A. in Psychology from the University of California, Los Angeles. | | | | | Qualifications and Skills | | | | | Mr. Smedra is qualified to serve on our Board because of his extensive experience in the healthcare industry. | | | | | Ely D. Tendler | Age: 56 | Director since: 2021 | Committee(s): None | | Background | | | | | Mr. Tendler has served as a member of our Board and as our General Counsel and Secretary since November 2021. Mr. Tendler previously served as General Counsel of Ambulnz from 2015 and as a director since 2019, holding both positions until the Business Combination. Mr. Tendler also serves as Principal of Ely D. Tendler Strategic & Legal Services PLLC (“EDTSLS”), and has over 25 years of experience as an attorney, combining the law with extensive transactional, operational and managerial experience. In addition to DocGo and his private practice, Mr. Tendler has held various senior legal and executive positions, including as Special Counsel and interim General Counsel for Oscar Insurance Corporation, an insurance company, from 2013 to 2017, Managing Member of the Olympia Group, a C-level advisory firm, from 2008 to 2018, and General Counsel and Chief Legal Officer for IDT Telecom and IDT Corporation (NYSE: IDT), a communications and payment services company, from 2003 to 2008. Previously, Mr. Tendler was an Associate at Kramer Levin Naftalis & Frankel LLP, a law firm, where he was involved with over $50 billion of mergers and acquisitions and securities offerings. He earned his J.D. from Yale Law School and his B.A. from Yeshiva University. | | | | | Qualifications and Skills | | | | | Mr. Tendler is qualified to serve on our Board because of his extensive senior corporate leadership and legal experience. | | | |

  12. Information Regarding Director Nominees and Continuing Directors

    | Class II Directors Continuing in Office | | | | | Vina Leite | Age: 55 | Director since: 2022 | Committee(s): CC, NCGC | | Background | | | | | Ms. Leite has served as a member of our Board since November 2022. She has served as the Chief People Officer of GoodRx, Inc. (Nasdaq: GDRX), a publicly traded company that offers digital resources for healthcare, since 2022. From 2019 until 2022, Ms. Leite was the Chief People Officer at The Trade Desk (Nasdaq: TTD), a publicly traded technology company that empowers digital ad buyers to purchase data-driven digital advertising campaigns. From 2016 until 2019, Ms. Leite was the Chief People Officer of the cyber security firm Cylance Inc., where she led the company through rapid growth and succeeded in obtaining recognition for Cylance as one of the great places to work in Orange County, California. She left Cylance in 2019 when it was acquired by BlackBerry Limited. From 2014 to 2016, she was Senior Vice President and Chief Human Resource Officer at QLogic. Ms. Leite currently serves on the board of directors of Jamf Holding Corp. (Nasdaq: JAMF), a software company, and AHEAD, a privately-held company. Ms. Leite previously served on the board of Collectors Universe, Inc. until its take private acquisition in 2021. Ms. Leite is a member of the National Human Resources Association and the Society for Human Resources Management. Ms. Leite earned a bachelor’s degree in Management at Rhode Island College and a Master’s degree in Organizational Management from Capella University. | | | | | Qualifications and Skills | | | | | Ms. Leite is qualified to serve on our Board because of her leadership experience in human capital management at public companies. | | | | | James M. Travers | Age: 72 | Director since: 2021 | Committee(s): None | | Background | | | | | Mr. Travers has served as a member of our Board since November 2021. He previously served as Chairman of the board of Motion from its formation in August 2020 until the Business Combination. Mr. Travers served as Chairman of the board of Fleetmatics Group PLC, a then-public company and global provider of mobile workforce solutions for service-based businesses of all sizes delivered as software-as-a-service, from 2013 to 2016 and served as its Chief Executive Officer from 2006 to 2016, where he was responsible for the company’s global operations and strategic direction. Prior to joining Fleetmatics, he served as Senior Vice President of the Americas of GEAC Computer Corporation Limited, a then-public software company, where he helped grow the company through a series of successful acquisitions in addition to delivering strong organic revenue growth. Prior to that, Mr. Travers served as Chief Executive Officer and Chief Operating Officer of Harbinger Corporation, a then-public company and leading provider of e-commerce software and services. Mr. Travers previously held senior level positions in sales, marketing and general management at Texas Instruments Inc. (Nasdaq: TXN), a semiconductor company. Mr. Travers earned his Business Administration degree from East Stroudsburg University of Pennsylvania. | | | | | Qualifications and Skills | | | | | Mr. Travers is qualified to serve on our Board because of his approximately 30 years of industry experience leading multinational companies selling and marketing high technology products and services and his diverse experience successfully building high growth companies in the public and private sectors. | | | |

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee reviews our director compensation program on an annual basis. During 2023, the Compensation Committee, in consultation with Compensia, reviewed and approved certain updates to our director compensation program to better align with market practices. For 2023, our director compensation program consisted of the following: • for the first year of service, a one-time grant of stock options for any newly appointed non-employee directors (of which there were none in 2023) with a value of approximately $320,000, subject to ratable vesting over a three-year period; • for each year after the first year of service, a restricted stock unit (“RSU”) grant under the DocGo Inc. 2021 Stock Incentive Plan (“2021 Plan”) to each director other than Mr. Vashovsky with a value of approximately $170,000, subject to one-year cliff vesting; • annual cash retainers for Mr. Katz equal to an aggregate of $91,250, which consisted of the following: (i) $50,000 for service on our Board, (ii) $20,000 for service as chair of the Audit and Compliance Committee, (iii) $6,250 for service on the Compensation Committee, (iv) $5,000 for service on the Nominating and Corporate Governance Committee and (v) $10,000 for service as Lead Independent Director; and • a one-time cash payment of $10,000 to each director, paid in December 2023. In accordance with our director compensation program, each director other than Mr. Vashovsky was granted 32,946 RSUs under the 2021 Plan on December 12, 2023, which vest on the first anniversary thereof. In connection with his service as non-executive Chair of the Board in 2023, Mr. Vashovsky received the following compensation: (i) an aggregate of 52,438 fully vested RSUs, representing quarterly equity awards, each having a grant date fair value of approximately $79,500, and (ii) Company-paid healthcare coverage. In March 2024, the Compensation Committee also, in consultation with Compensia, approved a one-time cash payment of $150,000 to Mr. Katz for his assistance, on behalf of the Board, with management transitions in 2023. The table below sets forth the cash and other compensation earned by non-executive directors of our Company during the fiscal year ended December 31, 2023. For more information regarding the compensation earned by Mr. Bienstock and Mr. Tendler during fiscal year 2023, see “Executive Compensation” below.

  14. Fiscal Year 2023 Director Compensation Table

    Fiscal Year 2023 Director Compensation Table

  15. Fiscal Year 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Michael Burdiek | 10,000 | 170,000 | — | — | 180,000 | | Steven Katz | 251,250 | 170,000 | — | — | 421,250 | | Vina Leite | 10,000 | 170,000 | — | — | 180,000 | | Ira Smedra | 10,000 | 170,000 | — | — | 180,000 | | James M. Travers | 10,000 | 170,000 | — | — | 180,000 | | Stanley Vashovsky | 10,000 | 318,000 | — | 43,382(3) | 371,382 |

  16. Fiscal Year 2023 Director Compensation Table

    (1) Amounts in this column represent the aggregate grant date fair value of RSUs granted during fiscal year 2023, calculated in accordance with FASB ASC Topic 718 based on: (i) for each non-executive director other than Mr. Vashovsky, a per share price of $5.16, the closing price of our common stock on December 12, 2023, the grant date of such RSUs; and (ii) for Mr. Vashovsky, a per share price of (x) $8.61, the closing price of our common stock on May 12, 2023, with respect to 9,234 RSUs granted on such date; (y) $5.72, the closing price of our common stock on November 10, 2023, with respect to 27,797 RSUs granted on such date; and (z) $5.16, the closing price of our common stock on December 12, 2023, with respect to 15,407 RSUs granted on such date. As of December 31, 2023, each non-executive director other than Mr. Vashovsky held 32,946 RSUs, and Mr. Vashovsky did not hold any RSUs. (2) No options were granted to our directors during fiscal year 2023, as there were no newly appointed directors. As of December 31, 2023, the directors held the following outstanding stock options: (i) for Mr. Burdiek, 79,208 options; (ii) for Mr. Katz, 79,208 options; (iii) for Ms. Leite, 81,425 options; (iv) for Mr. Smedra, 79,208 options; (v) for Mr. Travers, 79,208 options; and (vi) for Mr. Vashovsky, 1,018,932 options. (3) Represents premiums for healthcare coverage paid on behalf of Mr. Vashovsky.

  17. 2024 Director Compensation Changes

    2024 Director Compensation Changes In March 2024, the Compensation Committee, in consultation with Compensia, recommended and the Board approved the following updated annual cash compensation for Mr. Katz: (i) $76,300 for service on our Board; (ii) $24,700 for service as chair of the Audit and Compliance Committee, (iii) $7,500 for service on the Compensation Committee, (iv) $5,000 for service on the Nominating and Corporate Governance Committee, (v) $15,000 for service as Lead Independent Director (prorated based on the period of service in such role, January 1, 2024 through March 31, 2024) and (vi) $50,000 for service as non-executive Chair of the Board (prorated in 2024 from April 1, 2024, based on the period he serves in such role).

  18. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Nominating and Corporate Governance Committee has recommended, and our Board has approved, Steven Katz and Michael Burdiek as nominees for election as Class III directors at the Annual Meeting. If elected at the Annual Meeting, each nominee will serve until the 2027 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until his earlier death, resignation, retirement, disqualification or removal. Information concerning these nominees and other continuing directors appears under “Information Regarding Director Nominees and Continuing Directors” above. Our director nominees have indicated that they are willing and able to serve as directors. However, if either of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the Board or leave a vacancy. The Board recommends a vote “FOR ALL” Class III director nominees set forth above.

  19. Executive Compensation Philosophy, Objectives and Design

    Executive Compensation Philosophy, Objectives and Design Our executive compensation program is designed to align executive compensation with DocGo’s business objectives and the creation of stockholder value, while enabling DocGo to attract, motivate and retain individuals who contribute to the long-term success of the Company. Decisions regarding executive compensation reflect our belief that the executive compensation program must be competitive in order to attract and retain our executive officers. Compensation for our executive officers has three primary components, as discussed below in the section entitled “— Elements of Executive Compensation”: base salary, an annual incentive bonus and long-term incentive compensation. The Compensation Committee seeks to implement our compensation policies and philosophies by linking a significant portion of our executive officers’ cash compensation to performance objectives and by providing a portion of their compensation as long-term incentive compensation in the form of equity awards.

  20. Compensation-Setting Process

    Compensation-Setting Process Role of the Compensation Committee The Compensation Committee is responsible for overseeing all aspects of our executive compensation program, including executive salaries, performance bonuses and equity awards. The Compensation Committee reviews and recommends to the Board the compensation of our Chief Executive Officer and reviews and approves the compensation of our other executive officers. For more information regarding the responsibilities of the Compensation Committee, see the section entitled “Corporate Governance — Board Committees.” Role of Management In setting executive officer compensation for 2023, the Compensation Committee considered information from management regarding Company and individual performance and the achievement of strategic goals. Our Chief Executive Officer also provided his recommendations regarding the compensation level of our other executive officers. Role of Compensation Consultant The Compensation Committee has engaged Compensia as its independent compensation consultant since 2021. For 2023, Compensia provided advice to the Compensation Committee regarding compensation trends and issues, the types and amounts of compensation that we provided to our executive officers and directors and how our compensation practices compared to the compensation practices of peer companies. The Compensation Committee has reviewed, and will continue to periodically review, its relationship with Compensia and considered Compensia’s independence under applicable SEC and Nasdaq rules and determined that the engagement of Compensia did not raise any conflict of interest. Comparative Market Data The Compensation Committee reviews market data for compensation provided by Compensia at least annually and considers such information when setting executive compensation. For 2023, the compensation peer group was selected from companies meeting all or some of the following criteria: • U.S.-headquartered healthcare/technology companies • Revenue of $143 million to $1.3 billion • Market capitalization of $261 million to $4.2 billion In December 2022, the Compensation Committee reviewed and approved the Company’s peer group for purposes of evaluating 2023 executive compensation levels that included the companies below. The Company ranked 47% on revenue and 30% on market capitalization among the peer group as of December 2022.

  21. Elements of Executive Compensation

    Elements of Executive Compensation Compensation for our executive officers has three primary components: base salary, an annual incentive bonus and long-term incentive compensation. Compensation Mix The Board believes that our current executive compensation program includes an appropriate balance of short- and long-term performance incentives, encourages long-term retention of executives and aligns executive compensation with DocGo’s business objectives and the creation of stockholder value. For 2023, 47% of target compensation for our Chief Executive Officer, Mr. Bienstock, was performance-based, and approximately 37% of the target annual compensation for the other NEOs (on average, excluding Messrs. Capone and Tendler) was performance based, reflecting DocGo’s pay-for-performance philosophy. The following charts illustrate the 2023 mix of target compensation (including base salary as of December 31, 2023, target annual bonus based on such base salary, and the grant date fair value of time-based and performance-based long-term incentive awards granted in 2023, excluding any such awards granted in lieu of base salary or bonus payments) for our Chief Executive Officer and the other NEOs (on average, excluding Messrs. Capone and Tendler). 2023 Compensation: Three Views Consistent with our pay-for-performance philosophy, our executive compensation program is designed to align the value to be received by each NEO with the Company’s actual performance and stockholder value creation. The actual value of equity awards received by each NEO at vesting can differ substantially from the grant date fair values calculated and reported in the Summary Compensation Table and related tables as required by the SEC. To assist stockholders in better understanding the 2023 compensation of our NEOs, the graph below provides three views of compensation: • SEC Compensation. This view reflects the total 2023 compensation for our Chief Executive Officer and the other NEOs (on average, excluding Messrs. Capone and Tendler) as reported in the “2023 Summary Compensation Table” below. • Realized Compensation. This view reflects the compensation actually received by our Chief Executive Officer and the other NEOs (on average, excluding Messrs. Capone and Tendler) in 2023, including: (i) actual base salaries paid in 2023; (ii) executive health and welfare benefit premiums paid on behalf of the NEOs; and (iii) the value at vesting of restricted stock and RSUs that vested during 2023 based on the closing price of our common stock on the vesting date, including the bonuses earned for 2022 performance that were paid in 2023 as grants of fully vested shares of common stock. Such amounts do not reflect the 2023 Bonuses (as defined below), which were paid in 2024. No amounts are included for any stock options that vested in 2023, as the exercise prices of such options were in excess of the closing price of our common stock on the applicable vesting dates and thus underwater. Realized compensation is not a substitute for the amounts reported as SEC compensation. • Value of Compensation as of April 1, 2024. This view reflects the total 2023 compensation for our Chief Executive Officer and the other NEOs (on average, excluding Messrs. Capone and Tendler) as reported in the “2023 Summary Compensation Table” below, adjusted to reflect: (i) the fair value of unvested 2023 equity awards calculated based on a per share price of $4.04, the closing price of our common stock on April 1, 2024, rather than the closing price of our common stock on the respective grant dates (and in the case of options, using the Black-Scholes option pricing model); and (ii) the fair value as of the vesting date of 2023 equity awards that vested during 2023 calculated based on the closing price of our common stock on the vesting date (and in the case of options, using the Black-Scholes option pricing model). These amounts are not a substitute for the amounts reported as SEC compensation. Base Salary We believe that base salary should be fair to the executive officers, competitive within the industry and reasonable in light of our cost structure. The Compensation Committee reviews the base salaries of NEOs annually (or at the time of hiring or promotion) and sets such base salaries, in consultation with Compensia, after considering factors such as job responsibilities, individual and Company performance and the base salaries of similar roles within our compensation peer group. In March 2023, the Compensation Committee approved the following changes in base salary in connection with such individuals’ respective promotions, effective April 1, 2023: • an increase in Mr. Bienstock’s base salary of approximately 18% from $415,000 to $490,000; • an increase in Mr. Rosenberg’s base salary of approximately 32% from $321,000 to $425,000; and • an increase in Mr. Oberholzer’s base salary of approximately 19% from $412,000 to $490,000. In March 2023, the Compensation Committee also recommended and the Board approved an increase in Mr. Capone’s base salary of approximately 41% from $425,000 to $600,000 in connection with his promotion to Chief Executive Officer. In lieu of making the increases to base salary described above retroactive to January 1, 2023, on May 12, 2023, the Compensation Committee granted shares of our common stock to each of Messrs. Bienstock, Rosenberg, Oberholzer and Capone with grant date fair values of approximately $18,750, $26,000, $19,500 and $43,750, respectively. In addition, in August 2023, the Compensation Committee approved an increase in Mr. Sugrue’s base salary of approximately 16% from $321,000 to $372,000, and in September 2023, the Compensation Committee approved an increase in Mr. Bienstock’s base salary of approximately 60% from $490,000 to $785,000 in connection with his appointment to the role of Chief Executive Officer. The base salary as of December 31, 2023 (or, for Mr. Capone, as of his separation date) for each of our NEOs were as follows:

  22. Elements of Executive Compensation

    Annual Bonuses DocGo utilizes annual incentive bonuses for the executive officers to tie a portion of their compensation to financial objectives within the applicable fiscal year. The annual incentive bonuses for 2023 were based on the Company’s achievement of revenue (75% weight) and adjusted EBITDA (25% weight) goals established by the Compensation Committee at the beginning of 2023. Adjusted EBITDA is a non-GAAP financial measure. Information regarding the Company’s calculation of adjusted EBITDA is provided in Appendix A. The Compensation Committee selected revenue and adjusted EBITDA as the two primary factors in establishing annual incentive compensation in order to align with (i) the Company’s strategic objective to maximize revenue growth, while maintaining a focus on adjusted EBITDA, and (ii) the creation of long-term stockholder value. The 2023 revenue target (“Revenue Target”) was $505 million (requiring 15% growth compared to 2022 revenue) and the 2023 adjusted EBITDA target (“Adjusted EBITDA Target”) was $47.5 million (requiring 15% growth compared to 2022 adjusted EBITDA). Achievement of the Revenue Target and the Adjusted EBITDA Target would result in payment of 100% of each NEO’s target bonus:

  23. Elements of Executive Compensation

    | Named Executive Officer | Target Bonus (% of Base Salary Earned)(1) | | Lee Bienstock | 100% | | Anthony Capone | 100% | | Norman Rosenberg | 75% | | Stephen Sugrue | 50% | | Andre Oberholzer | 75% |

  24. Elements of Executive Compensation

    ____________ (1) In August 2023, Mr. Sugrue’s target bonus as a percentage of base salary increased from 30% to 50%. In connection with his promotion to Chief Executive Officer, Mr. Bienstock’s target bonus as a percentage of base salary increased from 80% to 100%. In March 2024, the Compensation Committee reviewed the Company’s performance against the Revenue Target and Adjusted EBITDA Target and determined that each NEO earned their full target bonus for 2023 based on the performances set forth below:

  25. Elements of Executive Compensation

    In reviewing the Company’s performance for 2023, the Compensation Committee determined that it was appropriate to further reward the NEOs for significantly above target performance. The table below shows each NEO’s target annual bonus earned and the approved total annual bonus for 2023 after giving effect to the Compensation Committee’s discretionary adjustment for each NEO. The 2023 annual bonuses (the “2023 Bonuses”) were paid 50% in cash and 50% in grants of RSUs that vest in six equal quarterly installments beginning April 1, 2024.

  26. Elements of Executive Compensation

    | Name | Target Bonus Earned | Total 2023 Annual Bonus | | Lee Bienstock | 506,625 | $1,600,000 | | Anthony Capone | 600,000 | $— | | Norman Rosenberg | 318,750 | $975,000 | | Stephen Sugrue | 186,000 | $500,000 | | Andre Oberholzer | 367,500 | $975,000 |

  27. Elements of Executive Compensation

    Long-Term Equity Compensation DocGo utilizes stock options and RSUs to reward long-term performance of the executive officers. In December 2023, the Compensation Committee also introduced performance-based RSUs (“PSUs”) into the executive compensation program, which are earned based on the attainment of certain performance targets set by the Compensation Committee. DocGo believes that providing a meaningful portion of the total compensation package in the form of long-term equity awards will align the incentives of its executive officers with the interests of its stockholders and serve to motivate and retain the individual executive officers. Long-term equity awards are granted under the 2021 Plan. On May 12, 2023 the Compensation Committee approved: • To Mr. Bienstock, pursuant to his offer letter as Chief Operating Officer, a grant of 210,843 stock options, exercisable at $8.61 per share, and 121,951 RSUs; • Annual top-up stock option grants to Messrs. Capone, Rosenberg and Oberholzer in the amounts of 73,494, 106,627 and 166,867, respectively, each exercisable at $8.61 per share; and • A merit-based grant of 4,472 RSUs to Mr. Sugrue for the quarterly period ended March 31, 2023. Such equity awards will vest in four equal annual installments on each of the first four anniversaries of the grant date, other than Mr. Sugrue’s grant, which vested in full on November 12, 2023. On August 11, 2023, the Compensation Committee approved the grant of 85,485 stock options to Mr. Sugrue, exercisable at $10.03 per share and vesting in four equal annual installments on each of the first four anniversaries of the grant date. On December 12, 2023, the Compensation Committee approved: • To Mr. Bienstock, in connection with his appointment as Chief Executive Officer: (i) a grant of 160,599 stock options, each exercisable at $5.16 per share, 1/16th which vested on December 31, 2023, and the rest of which will vest in four equal annual installments on each of the first four anniversaries of the grant date; and (ii) a grant of 100,581 RSUs, 1/16th of which vested on December 31, 2023 and the rest of which will vest in four equal annual installments on each of the first four anniversaries of the grant date. • Annual RSU grants for fiscal year 2024, each vesting in four equal annual installments on each of the first four anniversaries of the grant date, in the following amounts: (i) 581,395 to Mr. Bienstock; (ii) 213,178 to Mr. Rosenberg, (iii) 96,899 to Mr. Sugrue, (iv) 193,798 to Mr. Oberholzer, and (v) 96,899 to Mr. Tendler. Mr. Tendler also received a grant of 32,946 RSUs on such date relating to his service as a director, which vests in full on December 12, 2024. • PSU grants for fiscal year 2024 performance, each vesting in four equal installments on the Certification Date (as defined below) and the three subsequent anniversaries of the grant date, subject to the achievement during fiscal 2024 of a revenue performance target set by the Compensation Committee, in the following target amounts: (i) 581,395 to Mr. Bienstock; (ii) 213,178 to Mr. Rosenberg, (iii) 96,899 to Mr. Sugrue and (iv) 193,798 to Mr. Oberholzer. Following the end of fiscal year 2024, the Compensation Committee will certify the final level of achievement of the revenue performance target and the actual number of PSUs earned by each participating NEO (such date of certification, the “Certification Date”). The number of PSUs earned ranges from 0% to 125% of target, with 50% of the target PSUs becoming earned for threshold performance. The Compensation Committee selected revenue as the relevant metric in order to align with the Company’s strategic objective to maximize revenue growth and the creation of long-term stockholder value. Perquisites and Other Benefits Perquisites and other personal benefits are not a significant component of our executive compensation program. However, our NEOs are eligible to participate in our employee benefit plans, including medical, dental, vision, life, disability, health and dependent care flexible spending accounts and accidental death and dismemberment benefit plans, in each case on the same basis as all of its other employees, except that we pay 100% of the premiums for medical benefits for our NEOs as disclosed in the 2023 Summary Compensation Table below. DocGo does not maintain or sponsor any nonqualified deferred compensation plan or defined benefit pension plan. DocGo maintains a tax-qualified defined contribution 401(k) plan which allows for eligible employees, including the NEOs, to defer portions of their eligible compensation up to limits established by the Internal Revenue Code. We did not provide for any matching or other company contributions under the 401(k) plan during 2023.

  28. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to our NEOs for the fiscal years ended December 31, 2023, 2022 and 2021.

  29. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Lee Bienstock | 2023 | 581,948 | 1,093,375 | 7,568,992 | 1,568,733 | 506,625 | 31,345 | 11,351,018 | | Chief Executive Officer and Former President and Chief Operating Officer | 2022 | 415,000 | 467,500 | 1,049,999 | 1,718,000 | 207,500 | 22,587 | 3,880,586 | | Anthony Capone | 2023 | 393,357 | — | — | 366,000 | — | 169,545 | 928,902 | | Former Chief Executive Officer and Former President | 2022 | 425,000 | 664,750 | — | 4,198,000 | 310,250 | 5,040 | 5,603,040 | | | 2021 | 300,000 | 1,300,000 | — | 4,198,000 | — | 18,211 | 5,816,111 | | Norman Rosenberg | 2023 | 427,694 | 656,250 | 2,199,997 | 531,002 | 318,750 | 31,345 | 4,165,038 | | Chief Financial Officer and Treasurer | | | | | | | | | | Stephen Sugrue | 2023 | 359,914 | 314,000 | 1,038,502 | 536,846 | 186,000 | 4,438 | 2,439,700 | | Chief Compliance Officer | | | | | | | | | | Ely D. Tendler | 2023 | — | — | 670,000(7) | — | — | 926,370 | 1,596,370 | | General Counsel, Secretary and Director | | | | | | | | | | Andre Oberholzer | 2023 | 488,008 | 607,500 | 1,999,995 | 830,998 | 367,500 | 14,452 | 4,308,453 | | Executive Vice President of Strategy; Former Executive Vice President of Strategy and Capital Markets and Treasurer and Former Chief Financial Officer | 2022 | 428,905 | 617,657 | — | 1,469,000 | 257,343 | 19,257 | 2,792,163 | | | 2021 | 309,992 | 1,425,000 | — | 1,469,000 | — | 19,257 | 3,223,249 |

  30. 2023 Summary Compensation Table

    ____________ (1) The amounts reported in this column for 2023 for Messrs. Bienstock, Capone, Rosenberg and Oberholzer include shares of common stock granted to such individuals on May 12, 2023 in lieu of making increases to base salary retroactive to January 1, 2023. The grant date fair values of such shares, computed in accordance with FASB ASC Topic 718 based on a per share price of $8.61, the closing price of our common stock on the grant date, are as follows: (i) for Mr. Bienstock, $18,750; (ii) for Mr. Capone, $43,750; (iii) for Mr. Rosenberg, $26,000; and (iv) for Mr. Oberholzer, $19,500. See “— 2023 Grants of Plan-Based Awards Table” below. (2) The amounts reported in this column for 2023 reflect the discretionary portion of the 2023 annual bonuses. As described in footnote (5) below, the total annual bonus for 2023 was paid 50% in RSUs. (3) The amounts reported in this column represent the aggregate grant date fair value of RSUs and PSUs granted under the 2021 Plan computed in accordance with FASB ASC Topic 718. These amounts do not reflect the value that may be realized by each NEO with respect to these awards. For 2023, (i) the grant date fair value as reported in this column with respect to a portion of the RSUs granted to Messrs. Bienstock and Sugrue is based on a per share price of $8.61, the closing price of our common stock on May 12, 2023, the date of such grants; (ii) the grant date fair value with respect to the remaining RSUs is based on a per share price of $5.16, the closing price of our common stock on December 12, 2023, the date of such grants; and (iii) the grant date fair value with respect to the PSUs is based on a per share price of $5.16, the closing price of our common stock on December 12, 2023, the date of grant, and. target performance, which is the most probable outcome as of the grant date with respect to performance. Assuming that the highest level of performance conditions is achieved for all PSUs, the grant date fair values of the PSUs included in the 2023 value for Messrs. Bienstock, Rosenberg, Sugrue and Oberholzer would have been $4,062,498, $1,489,581, $677,082 and $1,354,164, respectively. For more information regarding the RSUs and PSUs granted to our NEOs in 2023, see “— 2023 Grants of Plan-Based Awards Table” below. For more information regarding the assumptions underlying such calculations, see Note 14 to our consolidated financial statements for the fiscal years ended December 31, 2023 located in our Annual Report. (4) The amounts reported in this column represent the grant date fair value computed in accordance with FASB ASC Topic 718 of stock options granted under the 2021 Plan. These amounts do not reflect the value that may be realized by each NEO with respect to these awards. For information regarding the assumptions underlying the calculations with respect to options granted in 2023, see Note 14 to our consolidated financial statements for the fiscal years ended December 31, 2023 located in our Annual Report. For more information regarding the options granted to our NEOs in 2023, see “— 2023 Grants of Plan-Based Awards Table” below. (5) The amounts reported in this column for 2023 reflect the portion of the 2023 annual bonuses associated with each NEO’s earned target bonus amount. Each of the NEOs receiving a bonus for 2023 received 50% of such bonus in RSUs vesting in six equal quarterly installments beginning April 1, 2024, which RSUs were granted on March 15, 2024. The grant date fair values of such grants as reported in this column were computed in accordance with FASB ASC Topic 718 based on a per share price of $3.66, the closing price of our common stock on the date of such grants. Such grant date fair values do not reflect the value that may be realized by each NEO with respect to these awards. The amounts reported in this column for 2022 reflect the portion of the 2022 annual bonuses associated with each NEO’s earned target bonus amount, which were inadvertently reported in the “Bonus” column in the 2022 Summary Compensation Table. (6) The amounts reported in this column include executive health and welfare benefit premiums paid on behalf of each NEO other than Mr. Tendler during the applicable year. The amount in this column for Mr. Capone includes $157,500 in compensation earned under the Transition Agreement during 2023, as described under “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Mr. Capone Transition Agreement” below. The amount in this column for Mr. Tendler represents (i) the fees earned by EDTSLS for legal services rendered to the Company in 2023 and (ii) a one-time cash payment in the amount of $10,000 for Mr. Tendler’s service as a director of the Company paid in 2023. Mr. Tendler did not receive a salary or other employment benefits for his role as General Counsel and Secretary to the Company. See “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Agreement with Mr. Tendler” below. (7) This amount also includes RSUs granted under the 2021 Plan to Mr. Tendler for service as a director with a grant date fair value of approximately $170,000, computed in accordance with FASB ASC Topic 718 based on a per share price of $5.16, the closing price of our common stock on December 12, 2023, the grant date of such RSUs.

  31. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table presents the plan-based awards granted to the NEOs during the fiscal year ended December 31, 2023.

  32. 2023 Grants of Plan-Based Awards Table

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(5) | | Name | Grant Date | Approval Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Lee Bienstock | | | | | | | | | | | | | | Restricted Stock | 03/16/2023 | 03/16/2023 | — | — | — | — | — | — | 82,518 | — | — | $675,000 | | RSUs | 05/12/2023 | 05/11/2023 | — | — | — | — | — | — | 121,951 | — | — | $1,049,998 | | Restricted Stock | 05/12/2023 | 05/11/2023 | — | — | — | — | — | — | 2,178 | — | — | $9,177 | | Options | 05/12/2023 | 05/11/2023 | — | — | — | — | — | — | — | 210,843 | 8.61 | $1,049,998 | | RSUs | 12/12/2023 | 12/12/2023 | — | — | — | — | — | — | 100,581 | — | — | $518,998 | | RSUs | 12/12/2023 | 12/12/2023 | — | — | — | — | — | — | 581,395 | — | — | $2,999,998 | | PSUs | 12/12/2023 | 12/12/2023 | — | — | — | 290,698 | 581,395 | 726,744 | — | — | — | $2,999,998 | | Options | 12/12/2023 | 12/12/2023 | — | — | — | — | — | — | — | 160,599 | 5.16 | $518,735 | | 2023 Bonus | — | — | — | 506,625 | — | — | — | — | — | — | — | — | | Anthony Capone | | | | | | | | | | | | | | Restricted Stock | 03/16/2023 | 03/16/2023 | — | — | — | — | — | — | 119,193 | — | — | $975,000 | | Restricted Stock | 05/12/2023 | 05/11/2023 | — | — | — | — | — | — | 5,081 | — | — | $19,555 | | Options | 05/12/2023 | 05/11/2023 | — | — | — | — | — | — | — | 73,494 | 8.61 | $366,000 | | 2023 Bonus | — | — | — | 600,000 | — | — | — | — | — | — | — | — | | Norman Rosenberg | | | | | | | | | | | | | | Restricted Stock | 03/16/2023 | 03/16/2023 | — | — | — | — | — | — | 79,462 | — | — | $650,000 | | Restricted Stock | 05/12/2023 | 05/11/2023 | — | — | — | — | — | — | 3,020 | — | — | $12,726 | | Options | 05/12/2023 | 05/11/2023 | — | — | — | — | — | — | — | 106,627 | 8.61 | $531,002 | | RSUs | 12/12/2023 | 12/12/2023 | — | — | — | — | — | — | 213,178 | — | — | $1,099,998 | | PSUs | 12/12/2023 | 12/12/2023 | — | — | — | 106,589 | 213,178 | 266,473 | — | — | — | $1,099,998 | | 2023 Bonus | — | — | — | 318,750 | — | — | — | — | — | — | — | — | | Ely D. Tendler | | | | | | | | | | | | | | RSUs | 12/12/2023 | 12/12/2023 | — | — | — | — | — | — | 96,899 | — | — | $499,999 | | RSUs | 12/12/2023 | 12/12/2023 | — | — | — | — | — | — | 32,946 | — | — | $170,001 | | Stephen Sugrue | | | | | | | | | | | | | | Restricted Stock | 05/12/2023 | 05/11/2023 | — | — | — | — | — | — | 4,472 | — | — | $38,504 | | Options | 08/11/2023 | 08/10/2023 | — | — | — | — | — | — | — | 85,485 | 10.03 | $536,846 | | RSUs | 12/12/2023 | 12/12/2023 | — | — | — | — | — | — | 96,899 | — | — | $499,999 | | PSUs | 12/12/2023 | 12/12/2023 | — | — | — | 48,450 | 96,899 | 121,124 | — | — | — | $499,999 | | 2023 Bonus | — | — | — | 186,000 | — | — | — | — | — | — | — | — | | Andre Oberholzer | | | | | | | | | | | | | | Restricted Stock | 03/16/2023 | 03/16/2023 | — | — | — | — | — | — | 106,968 | — | — | $875,000 | | Restricted Stock | 05/12/2023 | 05/11/2023 | — | — | — | — | — | — | 2,265 | — | — | $14,752 | | Options | 05/12/2023 | 05/11/2023 | — | — | — | — | — | — | — | 166,867 | 8.61 | $830,998 | | RSUs | 12/12/2023 | 12/12/2023 | — | — | — | — | — | — | 193,798 | — | — | $999,998 | | PSUs | 12/12/2023 | 12/12/2023 | — | — | — | 96,899 | 193,798 | 242,248 | — | — | — | $999,998 | | 2023 Bonus | — | — | — | 367,000 | — | — | — | — | — | — | — | — |

  33. 2023 Grants of Plan-Based Awards Table

    ____________ (1) The “Approval Date” refers to the date on which the Compensation Committee approved the equity grant. See “Compensation Discussion and Analysis — Elements of Executive Compensation — Long-Term Equity Compensation.” (2) The amounts reported in these columns represent the threshold, target and maximum of the 2023 annual bonus opportunity for each participating NEO. The actual bonus earned by each participating NEO for 2023 was determined by the Compensation Committee in early 2024, as described above under “Compensation Discussion and Analysis — Elements of Executive Compensation — Annual Bonuses,” and is set forth in the “Bonus” and “Non-Equity Incentive Plan Compensation” columns of the 2023 Summary Compensation Table. (3) The amounts reported in these columns represent the threshold, target and maximum number of PSUs granted in 2023. The actual number of annual PSUs earned and eligible to vest for each NEO will be determined by the Compensation Committee in early 2025, as described under “Compensation Discussion and Analysis — Elements of Executive Compensation — Long-Term Equity Compensation.” (4) The amounts reported in this column for Messrs. Bienstock, Capone, Rosenberg and Oberholzer include shares of common stock granted to such individuals on May 12, 2023 in lieu of making increases to base salary retroactive to January 1, 2023. (5) The amounts reported in this column represent the grant date fair value for each award computed in accordance with FASB ASC Topic 718 and, for PSUs, are based on the probable outcome of the performance conditions as of the grant date of such awards. Such amounts do not reflect the value that may be realized by each NEO with respect to such awards.

  34. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  35. Outstanding Equity Awards at 2023 Fiscal-Year End Table

    Outstanding Equity Awards at 2023 Fiscal-Year End Table The following table sets forth information regarding outstanding RSUs, PSUs and options as of December 31, 2023 for each of our NEOs.

  36. Outstanding Equity Awards at 2023 Fiscal-Year End Table

    | | | Option Awards | | | | Stock Awards | | | | | | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Lee Bienstock | | | | | | | | | | | Options | 02/17/2022 | 180,030 | 240,092 | 7.15 | 02/18/2032 | — | | — | — | | RSUs | 03/28/2022 | — | — | — | — | 110,140 | $615,683 | — | — | | Options | 12/15/2022 | 22,368 | 67,106 | 6.93 | 12/15/2032 | — | — | — | — | | RSUs | 05/12/2023 | — | — | — | — | 121,951 | $681,706 | — | — | | Options | 05/12/2023 | — | 210,843 | 8.61 | 05/12/2033 | — | — | — | — | | RSUs | 12/12/2023 | — | — | — | — | 94,295 | 527,107 | — | — | | RSUs | 12/12/2023 | — | — | — | — | 581,395 | 3,249,998 | — | — | | PSUs | 12/12/2023 | — | — | — | — | — | — | 581,395 | 3,249,998 | | Options | 12/12/2023 | 10,037 | 150,562 | 5.16 | 12/12/2033 | — | — | — | — | | Anthony Capone | | | | | | | | | | | Options | 12/09/2021 | 509,466 | 509,466 | 8.97 | 12/09/2031 | — | — | — | — | | Options | 12/15/2022 | 276,184 | 828,553 | 6.93 | 12/15/2032 | — | — | — | — | | Options | 05/12/2023 | — | 73,494 | 8.61 | 05/12/2033 | — | — | — | — | | Norman Rosenberg | | | | | | | | | | | Options | 01/15/2020 | 362,895 | 120,964 | 1.59 | 01/12/2030 | — | — | — | — | | Options | 12/09/2021 | 102,548 | 102,549 | 8.97 | 12/09/2031 | — | — | — | — | | Options | 12/15/2022 | 96,644 | 289,935 | 6.93 | 12/15/2032 | — | — | — | — | | Options | 05/12/2023 | — | 106,627 | 8.61 | 05/12/2033 | — | — | — | — | | RSUs | 12/12/2023 | — | — | — | — | 213,178 | 1,191,665 | — | — | | PSUs | 12/12/2023 | — | — | — | — | — | — | 213,178 | 1,191,665 | | Stephen Sugrue | | | | | | | | | | | Options | 01/07/2021 | — | 32,258 | 3.25 | 01/07/2031 | — | — | — | — | | Options | 12/07/2021 | 500 | 500 | 8.80 | 12/07/2031 | — | — | — | — | | Options | 04/28/2022 | 25,000 | 75,000 | 7.12 | 04/28/2032 | — | — | — | — | | Options | 07/01/2022 | 12,500 | 37,500 | 7.26 | 07/01/2032 | — | — | — | — | | Options | 12/15/2022 | 83 | 167 | 6.93 | 12/15/2032 | — | — | — | — | | Options | 08/11/2023 | — | 85,485 | 10.03 | 08/11/2033 | — | — | — | — | | RSUs | 12/12/2023 | — | — | — | — | 96,899 | 541,665 | — | — | | PSUs | 12/12/2023 | — | — | — | — | — | — | 96,899 | 541,665 | | Ely D. Tendler | | | | | | | | | | | Options | 01/02/2020 | 2,902 | — | 1.59 | 01/01/2030 | — | — | — | — | | Options | 03/19/2021 | 10,967 | 21,935 | 8.06 | 03/18/2031 | — | — | — | — | | Options | 12/07/2021 | 52,805 | 26,403 | 8.80 | 12/07/2031 | — | — | — | — | | RSUs | 12/12/2023 | — | — | — | — | 96,899 | 541,665 | — | — | | RSUs | 12/12/2023 | — | — | — | — | 32,946 | 184,168 | — | — | | Andre Oberholzer | | | | | | | | | | | Options | 12/09/2021 | 178,277 | 178,276 | 8.97 | 12/09/2031 | — | — | — | — | | Options | 12/15/2022 | 96,644 | 289,935 | 6.93 | 12/15/2032 | — | — | — | — | | Options | 05/12/2023 | — | 166,867 | 8.61 | 05/12/2033 | — | — | — | — | | RSUs | 12/12/2023 | — | — | — | — | 193,798 | $1,083,331 | — | — | | PSUs | 12/12/2023 | — | — | — | — | — | — | 193,798 | 1,083,331 |

  37. Outstanding Equity Awards at 2023 Fiscal-Year End Table

    (1) The vesting schedules for the options that were unvested as of December 31, 2023 as reported in this column are as follows: (i) the options granted on January 15, 2020 vested on January 15, 2024; (ii) one-half of the options granted on January 7, 2021 vested on January 5, 2024 and the remaining options vest on January 5, 2025; (iii) the options granted on March 19, 2021 vest in two equal annual installments beginning November 12, 2024; (iv) the options granted to Mr. Sugrue on December 7, 2021 vest in two equal annual installments beginning December 7, 2024; (v) the options granted to Mr. Tendler on December 7, 2021 vest on December 7, 2024; (vi) the options granted on December 9, 2021 vest in two equal annual installments beginning December 9, 2024; (vii) the options granted on February 17, 2022 vest in three equal annual installments beginning March 28, 2024; (viii) one-third of the options granted on April 28, 2022 vested on January 1, 2024 and the remaining options vest in two equal installments beginning January 1, 2025; (ix) the options granted on July 1, 2022 vest in three equal annual installments beginning July 1, 2024; (x) the options granted to Messrs. Bienstock, Capone, Rosenberg and Oberholzer on December 15, 2022 vest in three equal annual installments beginning December 15, 2024; (xi) the options granted to Mr. Sugrue on December 15, 2022 vest in two equal annual installments beginning December 15, 2024; (xii) the options granted on May 12, 2023 vest in four equal annual installments beginning May 12, 2024; (xiii) the options granted on August 11, 2023 vest in four equal annual installments beginning August 11, 2024; and (xiv) the options granted on December 12, 2023 vest in four equal annual installments beginning December 12, 2024, in each case subject to the terms of the 2021 plan and any applicable award agreement. (2) The vesting schedules for the unvested RSUs as of December 31, 2023 reported in this column vest are as follows: (i) the RSUs granted on March 28, 2022 vest in three equal annual installments beginning March 28, 2024; (ii) the RSUs granted on May 12, 2023 vest in four equal installments beginning May 12, 2024; and (iii) the RSUs granted on December 12, 2023 vest in four equal annual installments beginning December 12, 2024, except with respect to 32,946 RSUs granted to Mr. Tendler, which vest on December 12, 2024, in each case subject to the terms of the 2021 Plan and any applicable award agreement. (3) Amounts in these columns reflect the value of outstanding RSUs and PSUs as of December 31, 2023, based on a per share price of our common stock of $5.59, the closing price of our common shares on December 29, 2023, the last trading day of 2023. (4) The unvested PSUs as of December 31, 2023 reported in this column will vest in four equal annual installments on the Certification Date and the three subsequent anniversaries of the grant date, subject to the achievement during fiscal 2024 of a revenue performance target set by the Compensation Committee. See “— Compensation Discussion and Analysis — Elements of Executive Compensation — Long-Term Equity Compensation.”

  38. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table sets forth information regarding the exercise of stock options and vesting of RSUs during the year ended December 31, 2023 for each of our NEOs.

  39. 2023 Option Exercises and Stock Vested Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Lee Bienstock | — | — | 127,695 | 1,041,684 | | Anthony Capone | — | — | 124,274 | 1,018,750 | | Norman Rosenberg | — | — | 82,482 | 676,000 | | Stephen Sugrue | 16,129 | 145,645 | 4,472 | 25,267 | | Ely D. Tendler | 30,000 | 146,100 | 23,088 | 115,209 | | Andre Oberholzer | — | — | 109,233 | 894,500 |

  40. 2023 Option Exercises and Stock Vested Table

    ____________ (1) The value realized on exercise of options is based on the spread between the closing price of our common stock on the date of exercise and the exercise price. (2) The value realized upon vesting of stock awards is based on the closing price of our common stock on the vesting date.

  41. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  42. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table The following table reflects the amount of compensation that would be paid to each of our NEOs in the event of a termination of the NEO’s employment under various scenarios or a change in control. The amounts shown assume that such trigger event took place on December 31, 2023 and that the price per share of our common stock is $5.59, the closing price of our common shares on December 29, 2023, the last business day of our last completed fiscal year. The amounts shown below for benefits continuation reflect the premiums and elections in effect as of December 31, 2023.

  43. Potential Payments Upon Termination or Change in Control Table

    | Name | Death or Disability ($) | Voluntary Termination or Retirement ($) | Termination without Cause or Resignation for Good Reason Not in Connection with a Change in Control ($) | Termination without Cause or Resignation for Good Reason in Connection with a Change in Control ($) | Termination for Cause ($) | Change in Control ($) | | Lee Bienstock | | | | | | | | Salary | — | — | 785,000 | 785,000 | — | — | | Bonus | — | — | 1,600,000 | 2,385,000 | — | — | | Benefits Continuation | — | — | 38,669 | 38,669 | — | — | | Accelerated Vesting of Equity Awards | 7,232,115 | — | — | 7,232,115 | — | — | | Norman Rosenberg | | | | | | | | Salary | — | — | 425,000 | 425,000 | — | — | | Bonus | — | — | 975,000 | 1,293,750 | — | — | | Benefits Continuation | — | — | 38,669 | 38,669 | — | — | | Accelerated Vesting of Equity Awards | 3,318,282 | — | — | 3,318,282 | — | — | | Stephen Sugrue | | | | | | | | Salary | — | — | 186,000 | 186,000 | — | — | | Bonus | — | — | 500,000 | 593,000 | — | — | | Benefits Continuation | — | — | 5,004 | 5,004 | — | — | | Accelerated Vesting of Equity Awards | 1,274,174 | — | — | 1,274,174 | — | — | | Ely D. Tendler | | | | | | | | Accelerated Vesting of Equity Awards | 870,844 | — | — | 870,844 | — | — | | Andre Oberholzer | | | | | | | | Salary | — | — | 490,000 | 490,000 | — | — | | Bonus | — | — | 975,000 | 1,342,500 | — | — | | Benefits Continuation | — | — | 13,203 | 13,203 | — | — | | Accelerated Vesting of Equity Awards | 3,045,232 | — | — | 3,045,232 | — | — |

  44. Pay Versus Performance

    Pay Versus Performance

  45. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “— Compensation Discussion and Analysis.”

  46. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Stanley Vashovsky(1) ($) | Summary Compensation Table Total for Anthony Capone(1) ($) | Summary Compensation Table Total for Lee Bienstock(1) ($) | Compensation Actually Paid to Stanley Vashovsky(2) ($) | Compensation Actually Paid to Anthony Capone(2) ($) | Compensation Actually Paid to Lee Bienstock(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income(7) ($) | Revenue(8) ($) | | | | | | | | | | | Total Stockholder Return(5) ($) | Peer Group Total Stockholder Return(6) ($) | | | | 2023 | N/A | 928,902 | 11,351,018 | N/A | (1,197,322) | 10,910,300 | 3,127,390 | 2,670,004 | 55 | 103 | 10,048,328 | 624,288,642 | | 2022 | 2,488,105 | N/A | N/A | 2,488,105 | N/A | N/A | 4,741,813 | 4,110,771 | 70 | 102 | 30,743,213 | 440,515,746 | | 2021 | 7,281,861 | N/A | N/A | 7,567,162 | N/A | N/A | 4,519,730 | 4,712,985 | 93 | 106 | 19,179,488 | 318,718,580 |

  47. Pay Versus Performance Table

    ____________ (1) Effective as of December 31, 2022, Mr. Vashovsky retired as the Company’s Chief Executive Officer. The Board appointed Mr. Capone to succeed Mr. Vashovsky beginning January 1, 2023. Effective as of September 15, 2023, Mr. Capone resigned as the Company’s Chief Executive Officer, and the Board appointed Mr. Bienstock to succeed Mr. Capone as Chief Executive Officer. The dollar amounts reported in these columns are the amounts reported for Messrs. Bienstock, Capone and Vashovsky, respectively, for each of the corresponding years in the “Total” column of our Summary Compensation Table. Refer to “—2023 Summary Compensation Table.” (2) The dollar amounts reported in these columns represent the amounts of “compensation actually paid” to Messrs. Bienstock, Capone and Vashovsky as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by such individuals. In accordance with these rules, the adjustments made to the “Total Compensation” as set forth in the Summary Compensation Table for 2023 are shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  48. Pay Versus Performance Table

    | Compensation Actually Paid to PEOs | Mr. Vashovsky 2021 | Mr. Vashovsky 2022 | Mr. Capone 2023 | Mr. Bienstock 2023 | | Summary Compensation Table Total | $7,281,861 | $2,488,105 | $928,902 | $11,351,018 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (4,198,000) | — | (366,000) | (9,137,725) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 4,483,301 | — | 257,229 | 8,973,729 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | — | — | — | 70,268 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | — | — | (1,499,305) | (514,514) | | Plus (less), change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | — | — | (518,148) | 167,524 | | Compensation Actually Paid to PEOs | $7,567,162 | $2,488,105 | $(1,197,322) | $10,910,300 |

  49. Pay Versus Performance Table

    (3) The dollar amounts reported in this column represent the average of the amounts reported for the NEOs as a group (excluding the Chief Executive Officer(s)) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for 2023, Messrs. Rosenberg, Sugrue, Tendler and Oberholzer; (ii) for 2022, Messrs. Capone and Bienstock; and (iii) for 2021, Messrs. Capone and Oberholzer. (4) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the Chief Executive Officer(s)), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, the adjustments made to the “Total Compensation” as set forth in the Summary Compensation Table for 2023 are shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.

  50. Pay Versus Performance Table

    | Compensation Actually Paid to Non-PEOs | 2021 | 2022 | 2023 | | Average Summary Compensation Table Total | $4,519,730 | $4,741,813 | $3,127,390 | | Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (2,833,500) | (2,958,000) | (1,951,835) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 3,026,755 | 2,965,064 | 1,903,896 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | — | (474,822) | (376,861) | | Plus (less), average change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | — | (163,284) | (32,586) | | Average Compensation Actually Paid to Non-PEO NEOs | $4,712,985 | $4,110,771 | $2,670,004 |

  51. Pay Versus Performance Table

    (5) Total Stockholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2020. (6) The peer group used for this purpose is the following published industry index: S&P 500 Health Care Sector Index. (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

  52. Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table

    Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table As described in more detail in the section “— Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid, Cumulative TSR and Peer Group TSR Compensation Actually Paid and Net Income Compensation Actually Paid and Revenue