DEF 14A of DocGo Inc., Apr 24, 2025

DEF 14A of DocGo Inc.

Filed Apr 24, 2025 · FY20240001213900-25-035063

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 | | Stephen K. Klasko, MD | 71 | 2024 | III | 2027 | Chair of the Board of the Company; advisor and board member in the healthcare industry | 🗸 | AC NCGC | Teleflex Incorporated | | Lee Bienstock | 41 | 2024 | I | 2025 | Chief Executive Officer of the Company | | None | None | | Michael Burdiek | 65 | 2021 | III | 2027 | 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*FE CC | Five9, Inc. | | Vina Leite | 56 | 2022 | II | 2026 | Chief People Officer of GoodRx, Inc. | 🗸 | CC NCGC | Jamf Holding Corp. | | Ira Smedra | 76 | 2021 | I | 2025 | Founder and President of the ARBA Group | 🗸 | AC CC* NCGC* | None | | Ely D. Tendler | 57 | 2021 | I | 2025 | General Counsel and Secretary of the Company | | None | None | | James M. Travers | 73 | 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 | 7 | | Director Independence | 7 | | Board Committees | 8 | | Board Risk Oversight | 9 | | Other Corporate Governance Practices and Policies | 9 | | DIRECTOR COMPENSATION | 11 | | PROPOSAL 1: ELECTION OF DIRECTORS | 14 | | EXECUTIVE OFFICERS | 15 | | EXECUTIVE COMPENSATION | 16 | | Compensation Committee Report | 16 | | Compensation Discussion and Analysis | 16 | | 2024 Summary Compensation Table | 24 | | 2024 Grants of Plan-Based Awards Table | 25 | | Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 26 | | Outstanding Equity Awards at 2024 Fiscal-Year End Table | 27 | | 2024 Option Exercises and Stock Vested Table | 28 | | Potential Payments Upon Termination or Change in Control | 28 | | CEO Pay Ratio | 30 | | Pay Versus Performance | 32 | | EQUITY COMPENSATION PLAN INFORMATION | 36 | | PROPOSAL 2: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 37 | | PROPOSAL 3: APPROVAL OF THE CORPORATE OPPORTUNITY AMENDMENT | 38 | | PROPOSAL 4: APPROVAL OF THE OFFICER EXCULPATION AMENDMENT | 41 | | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 43 | | REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE | 44 | | PROPOSAL 5: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025 | 45 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 46 | | Related Person Transaction Policy | 46 | | Related Person Transactions | 46 | | CERTAIN INFORMATION ABOUT OUR COMMON STOCK | 48 | | Security Ownership of Certain Beneficial Owners and Management | 48 | | QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING | 50 | | OTHER MATTERS | 55 | | Stockholder Proposals and Director Nominations for Next Year’s Annual Meeting | 55 | | Delivery of Documents to Stockholders Sharing an Address | 55 | | Availability of Additional Information | 55 | | APPENDIX A: NON-GAAP FINANCIAL INFORMATION | 56 | | APPENDIX B: TEXT OF THE CORPORATE OPPORTUNITY AMENDMENT | 57 | | APPENDIX C: TEXT OF THE OFFICER EXCULPATION AMENDMENT | 58 |

  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, who are up for election at this Annual Meeting for a three-year term expiring at the 2028 Annual Meeting of Stockholders; two Class II directors, whose terms expire at the 2026 Annual Meeting of Stockholders; and two Class III directors, whose terms expire at the 2027 Annual Meeting of Stockholders. Messrs. Smedra and Tendler were last elected by stockholders at the 2022 Annual Meeting of Stockholders, Ms. Leite and Mr. Travers were last elected by stockholders at the 2023 Annual Meeting of Stockholders, Mr. Burdiek was last elected by elected at the 2024 Annual Meeting of Stockholders, and Mr. Bienstock and Dr. Klasko were appointed as directors by the Board effective September 15, 2023 and October 1, 2024, respectively. 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 24, 2025) | | Committee Membership | | | | | | | | Position | AC | CC | NCGC | | Stephen K. Klasko, MD | Class III | 2027 | 71 | Independent Chair of the Board | M | | M | | Lee Bienstock | Class I | 2025 | 41 | Director, Chief Executive Officer | | | | | Michael Burdiek | Class III | 2027 | 65 | Independent Director | M*FE | M | | | Vina Leite | Class II | 2026 | 56 | Independent Director | | M | M | | Ira Smedra | Class I | 2025 | 76 | Independent Director | M | M* | M* | | Ely D. Tendler | Class I | 2025 | 57 | Director, General Counsel and Secretary | | | | | James M. Travers | Class II | 2026 | 73 | 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 I Director Nominees Standing for Election at this Annual Meeting | | | | | Lee Bienstock | Age: 41 | 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 as our 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 MBA 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: 76 | Director since: 2021 | Committee(s): AC, CC*, NCGC* | | Background | | | | | Mr. Smedra has served as a member of our Board since November 2021. 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. He previously served as a director of Ambulnz, Inc., a Delaware corporation (“Ambulnz”), from 2015 until the business combination with Motion Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Motion (“Business Combination”), which closed on November 5, 2021 (the “Closing Date”) and pursuant to which Motion changed its name to “DocGo Inc.” (the “Closing”). 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: 57 | 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 the Company 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. | | | |

  11. Information Regarding Director Nominees and Continuing Directors

    | Class II Directors Continuing in Office | | | | | Vina Leite | Age: 56 | 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: 73 | 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. | | | |

  12. Information Regarding Director Nominees and Continuing Directors

    | Class III Directors Continuing in Office | | | | | Stephen K. Klasko, MD Chair of the Board | Age: 71 | Director since: 2024 | Committee(s): AC, NCGC | | Background | | | | | Dr. Klasko has served as a member of our Board and as Chair of the Board since October 2024. He has served on the Board of Directors of Teleflex Incorporated (NYSE:TFX), a global provider of medical technology products, since 2008, where he also currently serves as independent Lead Director and chair of the nominating and governance committee. Since March 2021, he has served as Chief Medical Officer at Abundant Venture Partners, a collaboration platform built to accelerate the rapid adoption of technology in healthcare, and since February 2022, he has also served as an advisor to General Catalyst, a venture capital firm focused on early stage and growth investments. He previously served as President and CEO of Thomas Jefferson University and Jefferson Health, a multi-state non-profit health system, from September 2013 until his retirement in December 2021. From 2004 to 2013, Dr. Klasko served as the Dean of the Morsani College of Medicine at the University of South Florida. From 2009 to 2013, he also served as the Chief Executive Officer of USF Health, which encompasses the University of South Florida’s colleges of medicine, nursing, pharmacy and public health as well as USF Physicians Group. Prior to that, from 2000 to 2004, Dr. Klasko served as Dean of the Drexel University College of Medicine and CEO of Drexel University Physicians. Dr. Klasko received his undergraduate degree from Lehigh University, his MD from Hahnemann University College of Medicine and his MBA from the Wharton School of the University of Pennsylvania. | | | | | Qualifications and Skills | | | | | Dr. Klasko is qualified to serve on our Board because of his extensive leadership and business experience, deep healthcare industry expertise and strategic vision. | | | | | Michael Burdiek | Age: 65 | Director since: 2021 | Committee(s): AC*FE, CC | | 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. 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 MBA 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. | | | |

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  14. Non-Executive Director Compensation

    Non-Executive Director Compensation The Compensation Committee reviews our director compensation program on an annual basis. In December 2023, the Compensation Committee, in consultation with Compensia, reviewed our 2024 standard compensation program for non-executive directors, which consisted of the following: • for the initial year of service, a one-time grant of stock options for any newly appointed non-executive directors with a value of approximately $320,000, subject to ratable vesting over a three-year period; and • for each year after the initial year of service, a restricted stock unit (“RSU”) grant to each non-executive director with a value of approximately $170,000, subject to one-year “cliff” vesting. In March 2024, the Compensation Committee also recommended, and the Board approved, the following annual cash retainers for Steven Katz for 2024: (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; and (vi) $50,000 for service as non-executive Chair of the Board. In 2024, Mr. Katz served on our Board and on various committees until October 1, including as Lead Independent Director from January 1 through March 31 and as non-executive Chair of the Board from April 1 through October 1. The above amounts were pro-rated based on the periods he served in each such role. In connection with Dr. Klasko’s appointment as non-executive Chair of the Board effective October 1, 2024, the Board approved the following compensation for Dr. Klasko’s first year of service in lieu of participation in the Company’s standard non-executive director compensation program described above: (i) an aggregate of 204,082 options, subject to one-year “cliff” vesting, with an aggregate grant date fair value of approximately $500,000, under the DocGo Inc. 2021 Stock Incentive Plan (the “2021 Plan”); and (ii) $300,000 as an annual cash retainer. In December 2024, the Compensation Committee, in consultation with Compensia, reviewed and recommended, and the Board approved, certain updates to our standard non-executive director compensation program as set forth below under “2025 Director Compensation Changes.” In accordance with such updated program, each non-executive director serving on such date other than Dr. Klasko was granted 34,965 RSUs under the 2021 Plan on December 13, 2024, which vest on the first anniversary thereof.

  15. 2024 Director Compensation Table

    2024 Director Compensation Table The table below sets forth the cash and other compensation earned by the non-executive directors of our Company during the fiscal year ended December 31, 2024. For more information regarding the compensation earned by Messrs. Bienstock and Tendler, who were named executive officers of the Company during fiscal year 2024, see “Executive Compensation” below.

  16. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Michael Burdiek | — | 150,000 | — | — | 150,000 | | Steven Katz(3) | 112,938 | — | — | 7,500(4) | 120,438 | | Stephen K. Klasko, MD(3) | 75,000 | — | 500,000 | — | 575,000 | | Vina Leite | — | 150,000 | — | — | 150,000 | | Ira Smedra | — | 150,000 | — | — | 150,000 | | James M. Travers | — | 150,000 | — | — | 150,000 | | Stanley Vashovsky(3) | — | 184,497(5) | — | 38,669(6) | 223,166 |

  17. 2024 Director Compensation Table

    ____________ (1) Amounts reported in this column represent the aggregate grant date fair value of RSUs and fully vested stock granted during 2024, 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 $4.29, the closing price of our common stock on December 13, 2024, the grant date of the RSUs; and (ii) for Mr. Vashovsky, a per share price of (x) $3.66, the closing price of our common stock on March 15, 2024, with respect to 21,721 shares granted on such date; (y) $3.52, the closing price of our common stock on August 19, 2024, with respect to 19,886 shares granted on such date; and (z) $4.18, the closing price of our common stock on November 14, 2024, with respect to 8,373 shares granted on such date. As of December 31, 2024, each non-executive director serving as of such date other than Dr. Klasko held 34,965 RSUs, and Dr. Klasko did not hold any RSUs. (2) Amounts reported in this column represent the aggregate grant date fair value of stock options granted during 2024, calculated in accordance with FASB ASC Topic 718. For additional information regarding the assumptions underlying this calculation, please see Note 15 to our consolidated financial statements for the fiscal year ended December 31, 2024 contained in the Annual Report. As of December 31, 2024, the non-executive directors serving as of such date held the following outstanding stock options: (i) for Mr. Burdiek, 79,208 options; (ii) for Dr. Klasko, 204,082 options; (iii) for Ms. Leite, 81,425 options; (iv) for Mr. Smedra, 79,208 options; and (v) for Mr. Travers, 79,208 options. (3) Effective as of March 31, 2024, Mr. Vashovsky retired and stepped down as a director and Chair of the Board, and Mr. Katz was appointed as Chair of the Board. Effective as of October 1, 2024, Mr. Katz stepped down as a director and Chair of the Board, and Dr. Klasko was appointed as a director and Chair of the Board. (4) Represents amounts paid under the consulting agreement entered into on September 27, 2024, by and between the Company and Mr. Katz. See “— Mr. Katz Consulting Agreement” above. (5) Represents (i) an equity award having a grant date fair value of approximately $79,499 for Mr. Vashovsky’s service as non-executive Chair of the Board from January 1, 2024 through March 31, 2024 and (ii) equity awards having an aggregate grant date fair value of approximately $104,998 granted pursuant to the consulting agreement entered into on March 7, 2024, by and between the Company and Mr. Vashovsky. See “— Mr. Vashovsky Consulting Agreement” above. (6) Represents premiums for healthcare coverage paid on behalf of Mr. Vashovsky.

  18. 2025 Non-Executive Director Compensation Changes

    2025 Non-Executive Director Compensation Changes In December 2024, the Compensation Committee, in consultation with Compensia, recommended and the Board approved an updated standard compensation program for our non-executive directors consisting of the following:

  19. 2025 Non-Executive Director Compensation Changes

    | Annual Cash Retainer | $55,000 | | | | Annual Equity Grant | $150,000 in RSUs “cliff” vesting after one year; if applicable, a director’s first annual grant will be pro-rated based on his or her partial year of service | | | | Initial Equity Grant | As determined by the Compensation Committee, up to $300,000 (2x the value of the annual equity grant) in options, vesting annually over three years | | | | Annual Committee Cash Retainers | Committee | Chair | Member | | | Audit and Compliance Committee | $22,500 | $11,250 | | | Compensation Committee | $20,000 | $10,000 | | | Nominating and Corporate Governance Committee | $10,000 | $5,000 | | Non-Executive Chair | $50,000 additional annual cash retainer | | | | Lead Independent Director | $25,000 additional annual cash retainer | | |

  20. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Nominating and Corporate Governance Committee has recommended, and our Board has approved, Lee Bienstock, Ira Smedra and Ely D. Tendler as nominees for election as Class I directors at the Annual Meeting. If elected at the Annual Meeting, each nominee will serve until the 2028 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation, retirement, disqualification or removal. Information concerning these nominees and other continuing directors appears under “Corporate Governance — Information Regarding Director Nominees and Continuing Directors” above. Each of our director nominees has indicated that he is willing and able to serve as a director. However, if any 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.

  21. Named Executive Officers

    Named Executive Officers This CD&A provides an overview of our executive compensation program for our NEOs during 2024, other than Mr. Tendler. Mr. Tendler is compensated for his services to the Company as General Counsel and Secretary through EDTSLS, a law firm owned by Mr. Tendler, pursuant to an engagement agreement as described under “Narrative Disclosure to 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table — Agreement with Mr. Tendler” below, and also receives equity awards as described under “— Elements of Executive Compensation — Long-Term Incentive Compensation” below. Our NEOs for 2024, who appear in the “2024 Summary Compensation Table,” are as follows:

  22. 2024 Say-on-Pay Vote and 2025 Executive Compensation Program Changes

    2024 Say-on-Pay Vote and 2025 Executive Compensation Program Changes At the Company’s 2024 Annual Meeting of Stockholders, approximately 72.4% of our stockholders who cast votes voted in favor of our “say-on-pay” advisory vote to approve our NEO compensation. In determining our compensation practices for 2025, the Compensation Committee was mindful of the results of such vote and continued to refine the design of our executive compensation program in consultation with Compensia to provide deeper accountability and drive performance. In consideration of these results, the Compensation Committee incorporated a relative TSR measure into the performance stock units (“PSUs”) granted in December 2024 under our 2025 LTI Program, replacing revenue as used in the 2024 LTI Program and creating more diversity amongst the performance goals utilized in our executive compensation program. In addition, the PSUs for the 2025 LTI Program are based on three overlapping performance periods (1/3 over a one-year period, 1/3 over a two-year period and 1/3 over a three-year period). For more information regarding the 2025 LTI Program, see “— Elements of Executive Compensation — Long-Term Incentive Compensation.” The Compensation Committee intends to transition to a single three-year performance period for PSUs in the future. The Compensation Committee, in consultation with Compensia, also recommended to the Board the adoption of stock ownership guidelines applicable to the Company’s executive officers and non-executive directors, which the Board approved in February 2025. See “— Other Compensation Matters and Policies — Stock Ownership Guidelines” below and “Director Compensation — Stock Ownership Guidelines” above. The Compensation Committee believes these changes strengthen our commitment to our pay-for-performance philosophy and will help continue to drive the creation of long-term stockholder value. The Compensation Committee will continue to evaluate our executive compensation program going forward in light of stockholder views and our business needs and objectives and expects to continue considering the outcome of future say-on-pay advisory votes and stockholder views when making future compensation decisions for our NEOs. After consideration of the advisory “say-on-frequency” vote at the Company’s 2024 Annual Meeting of Stockholders and consistent with the Board’s recommendation, the Board’s current policy is to hold an advisory vote on NEO compensation on an annual basis.

  23. 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. The Compensation Committee operates pursuant to a written charter, which is reviewed on an annual basis. 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 2024, 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 NEOs. Role of Compensation Consultant The Compensation Committee has engaged Compensia as its compensation consultant since 2021. For 2024, Compensia provided a competitive market analysis of executive compensation levels and advice to the Compensation Committee regarding compensation trends and issues, the types and amounts of compensation that we provided to our executive officers and non-executive 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 has determined that Compensia is independent and that the engagement of and the work performed by Compensia did not raise any conflict of interest. Comparative Market Data The Compensation Committee reviews competitive market data for executive compensation provided by Compensia at least annually and considers such information when deliberating and setting compensation for our executive officers and making recommendations to the Board regarding the compensation of our Chief Executive Officer. For 2024, the Compensation Committee directed Compensia to review and propose updates to the compensation peer group used as a reference for the competitive market analysis based on the following criteria: • U.S.-headquartered and in healthcare or healthcare technology; • Annual revenue of $149 million to $1.4 billion (0.33x to 3.00x of the Company’s revenue at the time of analysis); and • Market capitalization of $234 million to $3.7 billion (0.25x to 4.00x of the Company’s market capitalization at the time of analysis). In November 2023, the Compensation Committee reviewed and approved an updated peer group for purposes of evaluating 2024 executive compensation levels that included the companies listed below. The Company ranked approximately 40% with respect to annual revenue and approximately 39% with respect to market capitalization among the companies comprising the compensation peer group at the time of the Compensation Committee’s approval. During the Compensation Committee’s review and approval in November 2023, Fulgent Genetics, Inc. was removed due to a significant drop in revenue and NextGen Healthcare, Inc. was removed due to its pending acquisition by a private equity firm at the time of the peer group’s approval.

  24. Elements of Executive Compensation

    Elements of Executive Compensation Compensation for our executive officers has three primary components: base salary, an annual incentive bonus opportunity and a long-term incentive compensation opportunity. Compensation Mix The Compensation Committee believes that our current executive compensation program includes an appropriate balance of short- and long-term performance incentives, encourages long-term retention of our executive officers and aligns executive compensation with the Company’s business objectives and the creation of stockholder value. For 2024, approximately 50.0% of the annual target total direct compensation for our Chief Executive Officer, Mr. Bienstock, was performance-based, and approximately 47.9% of the annual target total direct compensation for the other NEOs (on average, excluding Mr. Tendler) was performance based, reflecting the Company’s pay-for-performance philosophy. The following charts illustrate the 2024 mix of target total direct compensation (including base salary as of December 31, 2024, target annual incentive bonus opportunity based on such base salary and the grant date fair value of time-based and performance-based long-term incentive awards granted in 2024, excluding any such awards granted in lieu of bonus payments) for our Chief Executive Officer and our other NEOs (on average, excluding Mr. Tendler). 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 our NEOs annually (or at the time of hiring or promotion), formulates a recommendation for the Board with respect to the base salary of our Chief Executive Officer and sets base salaries for our other executive officers after considering factors such as job responsibilities, individual and Company performance and the base salaries of similar roles within our compensation peer group, in consultation with Compensia. In December 2023, after consideration of the factors described above, the Compensation Committee approved increases in base salary for Messrs. Rosenberg and Sugrue as set forth in the table below, effective January 1, 2024, in order to align such base salaries with similar roles in our compensation peer group. The Compensation Committee also recommended and the Board approved maintaining Mr. Bienstock’s 2024 base salary at its 2023 level.

  25. Elements of Executive Compensation

    Annual Incentive Bonuses We use annual incentive bonuses for the executive officers to directly link a portion of their target total direct compensation opportunity to the achievement of financial performance objectives within the applicable fiscal year. In consultation with Compensia, the Compensation Committee reviews target annual bonus incentive opportunities for our NEOs annually (or at the time of hiring or promotion), formulates a recommendation for the Board with respect to the target annual bonus incentive opportunity of our Chief Executive Officer and sets the target annual bonus incentive opportunities for our other executive officers. The target annual incentive bonus opportunities for 2024 for each NEO, as set forth below, were approved by the Compensation Committee, in consultation with Compensia, in December 2023. The Board also approved Mr. Bienstock’s target annual bonus incentive opportunity in March 2024.

  26. Elements of Executive Compensation

    | Named Executive Officer | Target Annual Incentive Bonus Opportunity (% of Base Salary Earned) | | Lee Bienstock | 100% | | Norman Rosenberg | 83% | | Stephen Sugrue | 54% |

  27. Elements of Executive Compensation

    The annual incentive bonus opportunities for 2024 were based on the Company’s achievement of revenue (75% weight) and adjusted EBITDA (25% weight) goals approved by the Board as part of the fiscal year 2024 budget at the beginning of 2024. Adjusted EBITDA is a non-GAAP financial measure. Information regarding the Company’s calculation of adjusted EBITDA is provided in Appendix A to this Proxy Statement. The Compensation Committee selected revenue and adjusted EBITDA as the two primary metrics in establishing annual incentive compensation opportunities 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 performance goals for the 2024 annual incentive bonus program were rigorous, with target revenue performance requiring approximately 15% growth compared to 2023 revenue and target adjusted EBITDA requiring approximately 58% growth compared to 2023 adjusted EBITDA. For 2024, achievement of the target performance goals would result in payment of 100% of each NEO’s target annual incentive bonus opportunity. In March 2025, the Compensation Committee reviewed the Company’s performance against the performance goals and determined that each NEO earned 81.8% of his target annual incentive bonus opportunity for 2024 based on the actual performance results set forth below:

  28. Elements of Executive Compensation

    The table below shows each NEO’s target annual incentive bonus opportunity and the approved total annual incentive bonus for 2024, which were paid in cash:

  29. Elements of Executive Compensation

    | Name | Target Annual Incentive Bonus Opportunity ($) | Actual Annual Incentive Bonus | | Lee Bienstock | $785,000 | $642,245 | | Norman Rosenberg | $408,360 | $334,098 | | Stephen Sugrue | $230,040 | $188,206 |

  30. Elements of Executive Compensation

    Long-Term Incentive Compensation We use stock options and RSUs to reward long-term performance of our executive officers. In December 2023, the Compensation Committee also introduced PSUs into the executive compensation program, which are earned based on the attainment of certain pre-established performance targets set by the Compensation Committee. We believe that providing a meaningful portion of the target total direct compensation opportunity in the form of equity awards effectively aligns the incentives of our executive officers with the interests of our stockholders and serves to motivate and retain the individual executive officers. Long-term incentive compensation opportunities in the form of equity awards are granted under the 2021 Plan. 2024 Equity Grants under 2025 LTI Program On December 12, 2024, the Compensation Committee approved annual equity grants under our 2025 LTI Program for Messrs. Bienstock, Rosenberg and Sugrue, consisting of 50% RSUs and 50% PSUs as follows:

  31. Elements of Executive Compensation

    | Name | RSUs | Target PSUs | | Lee Bienstock | 536,993 | 536,993 | | Norman Rosenberg | 346,062 | 346,062 | | Stephen Sugrue | 107,399 | 107,399 |

  32. Elements of Executive Compensation

    The RSUs vest in four equal annual installments on each of the first four anniversaries of the grant date. Each RSU represents a contingent right to receive one share of our common stock for each unit that vests. The PSUs are eligible to be earned in three equal tranches: one-third for performance from January 1, 2025 through December 31, 2025, one-third for performance from January 1, 2025 through December 31, 2026, and one-third for performance from January 1, 2025 through December 31, 2027. The Compensation Committee selected the Company’s TSR relative to the TSR of the constituents of the Nasdaq Health Care Index as the relevant metric in order to align with the Company’s strategic objective to build long-term stockholder value. Following the end of each year, the Compensation Committee will certify (i) the final level of achievement of the relative TSR performance target based on the percentile rank of the Company’s TSR relative to the TSR of the constituents of the Nasdaq Health Care Index and (ii) the actual number of PSUs earned by each participating NEO for such year (each such date of certification, a “Certification Date”). Each tranche of earned PSUs will vest on the applicable Certification Date. The number of PSUs that may be earned ranges from 0% to 200% of the target amounts, with linear interpolation in between the performance at the 25th percentile, 55th percentile and 75th percentile:

  33. Elements of Executive Compensation

    | Company Percentile Rank | Payout Percentage | | ≥ 75th Percentile | 200% | | 55th Percentile | 100% | | 25th Percentile | 50% | | < 25th Percentile | 0% |

  34. Elements of Executive Compensation

    On December 12, 2024, the Compensation Committee also approved an annual equity award for 2025 of 35,800 RSUs for Mr. Tendler related to his performance as the Company’s General Counsel and Secretary, vesting in two equal annual installments on the first two anniversaries of the grant date. Certification of 2023 PSU Awards In December 2023, the Compensation Committee approved PSU grants (the “2023 PSU Awards”) subject to the achievement during 2024 of a revenue performance target set by the Compensation Committee in the following target amounts: (i) 581,395 units to Mr. Bienstock, (ii) 213,178 units to Mr. Rosenberg and (iii) 96,899 units to Mr. Sugrue. The recipients were eligible to earn a number of PSUs under the 2023 PSU Awards in accordance with the following table:

  35. Elements of Executive Compensation

    | | Revenue (in millions) | Percentage of Target PSUs that Become Earned PSUs | | Below Threshold | Less than $490 | 0% | | Threshold | $490 to $560 | 50% | | | Greater than $560 but less than $700 | 80% | | Target Range | $700 to $735 | 100% | | | Greater than $735 to $805 | 115% | | Maximum | Greater than $805 | 125% |

  36. Elements of Executive Compensation

    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. On March 7, 2025 (the “2023 PSU Award Certification Date”), the Compensation Committee certified that (i) the Company’s 2024 revenue performance was $616,555,132 based on the Company’s total revenue for 2024 as reported in the Annual Report and (ii) the level of payout with respect to the 2023 PSU Awards was 80% of target. As a result, 80% of the target PSUs under the 2023 PSU Awards became earned PSUs in the following amounts (the “2023 Earned PSUs”):

  37. Elements of Executive Compensation

    | Named Executive Officer | 2023 Earned PSUs | | Lee Bienstock | 465,116 | | Norman Rosenberg | 170,543 | | Stephen Sugrue | 77,520 |

  38. Elements of Executive Compensation

    One-fourth of the 2023 Earned PSUs vested on 2023 PSU Award Certification Date, and the remaining 2023 Earned PSUs will vest in three equal annual installments on the three subsequent anniversaries of the grant date, subject to the terms of the 2021 Plan and the applicable award agreement. 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 “2024 Summary Compensation Table” below. We do not maintain or sponsor any nonqualified deferred compensation plan or defined benefit pension plan. The Company maintains a tax-qualified defined contribution Section 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 Section 401(k) plan during 2024.

  39. Other Compensation Matters and Policies

    Other Compensation Matters and Policies Stock Ownership Guidelines To further promote the alignment of the interests of the Company’s non-executive directors and executive officers with the interests of the Company’s stockholders, in February 2025, the Board, upon recommendation of the Compensation Committee, adopted stock ownership guidelines applicable to the Company’s executive officers and non-executive directors. Under these guidelines, our Chief Executive Officer is required to own shares having a value of at least six times his base cash compensation and our other NEOs are required to own shares having a value of at least two times base cash compensation, in each case generally within five years of appointment to their respective positions or the adoption of the policy. In determining each NEO’s ownership level, the Company counts: (i) shares of common stock owned outright; (ii) shares of common stock owned by an immediate family member residing in the same household or held in a trust for the benefit of such individual; (iii) shares of common stock held in a 401(k) plan account, other tax qualified benefit plan or non-qualified deferred compensation plan; and (iv) shares underlying all outstanding Company equity awards (whether vested or unvested) other than (x) unexercised stock options and (y) unearned performance-based awards. As of the date of filing of this Proxy Statement, each NEO was in compliance, or on track to comply, with these guidelines. Clawback Policy We maintain a clawback policy in compliance with Rule 10D-1 of the Exchange Act and Nasdaq listing standards. This policy applies to all current and former executive officers of the Company (as defined under Section 16 of the Exchange Act), including the NEOs, and requires the Company to recoup excess incentive-based compensation, whether cash- or equity-based, received by current or former executive officers during a three-year look-back period in the event that the Company is required to prepare an accounting restatement of the Company’s financial statements due to material noncompliance with any financial reporting requirement under federal securities laws (including any such correction that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period). A copy of the clawback policy was filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024. Anti-Hedging Policy We have a policy that prohibits our employees, officers, directors, consultants and contractors and their family members and controlled entities (as defined in the Insider Trading Policy) from engaging in (a) short-term trading; (b) short sales; (c) transactions involving publicly traded options or other derivatives, such as trading in puts or calls with respect to Company securities; and (d) all hedging transactions. Equity Award Grant Practices The Compensation Committee approves all equity awards. It is the Compensation Committee’s practice not to grant equity awards (including stock options) when in possession of material non-public information. Accordingly, the Compensation Committee generally meets to approve equity awards once per quarter during the open trading window as defined in the Insider Trading Policy. If in possession of material non-public information during an open trading window and equity awards are to be granted, the Compensation Committee’s practice is to wait to grant equity awards (including stock options) until such material nonpublic information has been fully disclosed and widely disseminated to the public and at least two trading days have passed after such material nonpublic information has been disclosed. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2024, none of the NEOs were granted stock options. Compensation Risk Assessment The Compensation Committee is responsible for overseeing the assessment of the risks related to our compensation policies and programs applicable to executive officers and other employees and reviewing the results of this assessment. In early 2025, management of the Company, with input from Compensia, performed an assessment of our compensation policies and programs and concluded that such policies and programs do not create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee has reviewed such report and has agreed with such conclusion.

  40. 2024 Summary Compensation Table

    2024 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, 2024, 2023 and 2022.

  41. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Lee Bienstock | 2024 | 785,000 | — | 6,098,451 | — | 642,245 | 36,722 | 7,562,418 | | Chief Executive Officer and Former President and Chief Operating Officer | 2023 | 581,948 | 1,093,375 | 7,568,992 | 1,568,733 | 506,625 | 31,345 | 11,351,018 | | | 2022 | 415,000 | 467,500 | 1,049,999 | 1,718,000 | 207,500 | 22,587 | 3,880,586 | | Norman Rosenberg | 2024 | 492,000 | — | 3,930,111 | — | 334,098 | 36,722 | 4,792,931 | | Chief Financial Officer and Treasurer | 2023 | 427,694 | 656,250 | 2,199,997 | 531,002 | 318,750 | 31,345 | 4,165,038 | | Stephen Sugrue | 2024 | 426,000 | — | 1,219,695 | — | 188,206 | 9,045 | 1,842,946 | | Chief Compliance Officer | 2023 | 359,914 | 314,000 | 1,038,502 | 536,846 | 186,000 | 4,438 | 2,439,700 | | Ely D. Tendler | 2024 | — | — | 150,002 | — | — | 1,207,843 | 1,357,845 | | General Counsel, Secretary and Director | 2023 | — | — | 670,000 | — | — | 926,370 | 1,596,370 |

  42. 2024 Summary Compensation Table

    ____________ (1) 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 2024, the grant date fair value with respect to the RSUs is based on a per share price of $4.19, the closing price of our common stock on December 12, 2024, the date of such grants, and the grant date fair value with respect to the PSUs is based upon the most probable outcome of the performance goals, and is calculated using a lattice model that incorporates a Monte Carlo simulation, using the following key assumptions: closing price of our common stock on the date of grant ($4.19), expected volatility (68.05%), risk-free interest rate (4.10%), expected term (3.05 years) and expected dividend yield (0.0%). See discussion under “— Compensation Discussion and Analysis — Elements of Executive Compensation — Long-Term Incentive Compensation — 2024 Equity Grants under our 2025 LTI Program.” Assuming that the highest level of performance conditions is achieved for all PSUs, the grant date fair values of the PSUs included in the 2024 value for Messrs. Bienstock, Rosenberg and Sugrue would have been $4,500,001, $2,900,000 and $900,004, respectively. For more information regarding the RSUs and PSUs granted to our NEOs in 2024, see “— 2024 Grants of Plan-Based Awards Table” below. For more information regarding the assumptions underlying such calculations, see Note 15 to our consolidated financial statements for the fiscal year ended December 31, 2024 located in the Annual Report. (2) The amounts reported in this column for 2024 represent the annual incentive bonus earned by each NEO for 2024. (3) 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 2024 for Mr. Tendler represents the fees earned by EDTSLS for legal services rendered to the Company in 2024. 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 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table — Agreement with Mr. Tendler” below.

  43. 2024 Grants of Plan-Based Awards Table

    2024 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, 2024.

  44. 2024 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 (#) | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Grant Date | Approval Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Lee Bienstock | | | | | | | | | | | | RSUs(5) | 03/15/2024 | 03/14/2024 | — | — | — | — | — | — | 218,579 | $799,999 | | RSUs | 12/12/2024 | 12/12/2024 | — | — | — | — | — | — | 536,993 | $2,250,001 | | PSUs | 12/12/2024 | 12/12/2024 | — | — | — | 268,497 | 536,993 | 1,073,986 | — | $3,848,450 | | 2024 Bonus | — | — | — | 785,000 | — | — | — | — | — | — | | Norman Rosenberg | | | | | | | | | | | | RSUs(5) | 03/15/2024 | 03/14/2024 | — | — | — | — | — | — | 133,197 | $487,501 | | RSUs | 12/12/2024 | 12/12/2024 | — | — | — | — | — | — | 346,062 | $1,450,000 | | PSUs | 12/12/2024 | 12/12/2024 | — | — | — | 173,031 | 346,062 | 692,124 | — | $2,480,111 | | 2024 Bonus | — | — | — | 408,360 | — | — | — | — | — | — | | Ely D. Tendler | | | | | | | | | | | | RSUs | 12/12/2024 | 12/12/2024 | — | — | — | — | — | — | 35,800 | $150,002 | | Stephen Sugrue | | | | | | | | | | | | RSUs(5) | 03/15/2024 | 03/14/2024 | — | — | — | — | — | — | 68,306 | $250,000 | | RSUs | 12/12/2024 | 12/12/2024 | — | — | — | — | — | — | 107,399 | $450,002 | | PSUs | 12/12/2024 | 12/12/2024 | — | — | — | 53,700 | 107,399 | 214,798 | — | $769,693 | | 2024 Bonus | — | — | — | 230,040 | — | — | — | — | — | — |

  45. 2024 Grants of Plan-Based Awards Table

    ____________ (1) The “Approval Date” refers to the date on which the Compensation Committee approved the equity award. See “— Compensation Discussion and Analysis — Elements of Executive Compensation — Long-Term Incentive Compensation.” (2) The amounts reported in these columns represent the threshold, target and maximum of the 2024 annual incentive bonus opportunity for each participating NEO. The actual bonus earned by each participating NEO for 2024 was determined by the Compensation Committee in early 2025, as described above under “— Compensation Discussion and Analysis — Elements of Executive Compensation — Annual Incentive Bonuses,” and is set forth in the “Non-Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table. (3) The amounts reported in these columns represent the threshold, target and maximum number of PSUs granted in 2024. Such PSUs will be eligible to be earned and vest in three equal tranches for performance periods ending in 2025, 2026 and 2027. The actual number of annual PSUs earned by each NEO for each performance period will be determined by the Compensation Committee early in the following year, as described under “— Compensation Discussion and Analysis — Elements of Executive Compensation — Long-Term Incentive Compensation.” (4) The amounts reported in this column represent the grant date fair value for each award computed in accordance with FASB ASC Topic 718. Such amounts do not reflect the value that may be realized by each NEO with respect to such awards. (5) These RSUs were granted to the NEOs in March 2024 as payment for 50% of each NEO’s 2023 annual bonus and were reported as compensation in 2023 in the 2023 Summary Compensation Table. The RSUs vest in six equal quarterly installments beginning April 1, 2024.

  46. Narrative Disclosure to 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table

    Narrative Disclosure to 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table

  47. Outstanding Equity Awards at 2024 Fiscal-Year End Table

    Outstanding Equity Awards at 2024 Fiscal-Year End Table The following table sets forth information regarding outstanding RSUs, PSUs and options as of December 31, 2024 for each of our NEOs.

  48. Outstanding Equity Awards at 2024 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 | 260,060 | 160,062 | 7.15 | 02/18/2032 | — | — | — | — | | RSUs | 03/28/2022 | — | — | — | — | 73,427 | 311,330 | — | — | | Options | 12/15/2022 | 44,736 | 44,738 | 6.93 | 12/15/2032 | — | — | — | — | | RSUs | 05/12/2023 | — | — | — | — | 91,463 | 387,803 | — | — | | Options | 05/12/2023 | 52,710 | 158,133 | 8.61 | 05/12/2033 | — | — | — | — | | RSUs | 12/12/2023 | — | — | — | — | 70,721 | 299,857 | — | — | | RSUs | 12/12/2023 | — | — | — | — | 436,046 | 1,848,835 | — | — | | PSUs | 12/12/2023 | — | — | — | — | 465,116 | 1,972,092 | — | — | | Options | 12/12/2023 | 47,677 | 112,922 | 5.16 | 12/12/2033 | — | — | — | — | | RSUs | 03/15/2024 | — | — | — | — | 109,289 | 463,385 | — | — | | RSUs | 12/12/2024 | — | — | — | — | 536,993 | 2,276,850 | — | — | | PSUs | 12/12/2024 | — | — | — | — | — | — | 536,993 | 2,276,850 | | Norman Rosenberg | | | | | | | | | | | Options | 01/15/2020 | 483,858 | — | 1.59 | 01/12/2030 | — | — | — | — | | Options | 12/09/2021 | 153,822 | 51,275 | 8.97 | 12/09/2031 | — | — | — | — | | Options | 12/15/2022 | 193,288 | 193,291 | 6.93 | 12/15/2032 | — | — | — | — | | Options | 05/12/2023 | 26,656 | 79,971 | 8.61 | 05/12/2033 | — | — | — | — | | RSUs | 12/12/2023 | — | — | — | — | 159,883 | 677,904 | — | — | | PSUs | 12/12/2023 | — | — | — | — | 170,543 | 723,102 | — | — | | RSUs | 03/15/2024 | — | — | — | — | 66,597 | 282,371 | — | — | | RSUs | 12/12/2024 | — | — | — | — | 346,062 | 1,467,303 | — | — | | PSUs | 12/12/2024 | — | — | — | — | — | — | 346,062 | 1,467,303 | | Stephen Sugrue | | | | | | | | | | | Options | 01/07/2021 | 16,127 | 16,131 | 3.25 | 01/07/2031 | — | — | — | — | | Options | 12/07/2021 | 750 | 250 | 8.80 | 12/07/2031 | — | — | — | — | | Options | 04/28/2022 | 50,000 | 50,000 | 7.12 | 04/28/2032 | — | — | — | — | | Options | 07/01/2022 | 25,000 | 25,000 | 7.26 | 07/01/2032 | — | — | — | — | | Options | 12/15/2022 | 166 | 84 | 6.93 | 12/15/2032 | — | — | — | — | | Options | 08/11/2023 | 21,371 | 64,114 | 10.03 | 08/11/2033 | — | — | — | — | | RSUs | 12/12/2023 | — | — | — | — | 72,674 | 308,138 | — | — | | PSUs | 12/12/2023 | — | — | — | — | 77,520 | 328,685 | — | — | | RSUs | 03/15/2024 | — | — | — | — | 34,154 | 144,813 | — | — | | RSUs | 12/12/2024 | — | — | — | — | 107,399 | 455,372 | — | — | | PSUs | 12/12/2024 | — | — | — | — | — | — | 107,399 | 455,372 | | Ely D. Tendler | | | | | | | | | | | Options | 01/02/2020 | 2,902 | — | 1.59 | 01/01/2030 | — | — | — | — | | Options | 03/19/2021 | 21,934 | 10,968 | 8.06 | 03/18/2031 | — | — | — | — | | Options | 12/07/2021 | 79,208 | — | 8.80 | 12/07/2031 | — | — | — | — | | RSUs | 12/12/2023 | — | — | — | — | 72,674 | 308,138 | — | — | | RSUs | 12/12/2024 | | | | | 35,800 | 151,792 | | |

  49. Outstanding Equity Awards at 2024 Fiscal-Year End Table

    __________ (1) The vesting schedules for the options that were unvested as of December 31, 2024 as reported in this column are as follows: (i) the options granted on January 7, 2021 vested on January 5, 2025; (ii) the options granted on March 19, 2021 vest on November 12, 2025; (iii) the options granted on December 7, 2021 vest on December 7, 2025; (iv) the options granted on December 9, 2021 vest on December 9, 2025; (v) 80,030 of the options granted on February 17, 2022 vested on March 28, 2025 and the remaining options vest on March 28, 2026; (vi) one-half of the options granted on April 28, 2022 vested on January 1, 2025 and the remaining options vest on January 1, 2026; (vii) the options granted on July 1, 2022 vest in two equal annual installments beginning July 1, 2025; (viii) the options granted to Messrs. Bienstock and Rosenberg on December 15, 2022 vest in two equal annual installments beginning December 15, 2025; (ix) the options granted to Mr. Sugrue on December 15, 2022 vest on December 15, 2025; (x) the options granted on May 12, 2023 vest in three equal annual installments beginning May 12, 2025; (xi) the options granted on August 11, 2023 vest in three equal annual installments beginning August 11, 2025; and (xii) the options granted on December 12, 2023 vest in three equal annual installments beginning December 12, 2025, in each case subject to the terms of the 2021 Plan and any applicable award agreement. (2) The vesting schedules for the unvested RSUs and PSUs as of December 31, 2024 reported in this column are as follows: (i) one-half of the RSUs granted on March 28, 2022 vested on March 28, 2025 and the remaining RSUs vest on March 28, 2026; (ii) the RSUs granted on May 12, 2023 vest in three equal annual installments beginning May 12, 2025; (iii) the RSUs granted on December 12, 2023 vest in three equal annual installments beginning December 12, 2025; (iv) the RSUs granted on December 12, 2024 vest in four equal annual installments beginning December 12, 2025, except with respect to the RSUs granted to Mr. Tendler, which vest in two equal annual installments beginning December 12, 2025, in each case subject to the terms of the 2021 Plan and any applicable award agreement; and (v) the PSUs granted on December 12, 2023 vested as to one-fourth on the 2023 PSU Award Certification Date and will vest in three equal annual installments on the second, third and fourth anniversaries of the grant date. (3) Amounts in these columns reflect the value of outstanding RSUs and PSUs as of December 31, 2024, based on a per share price of our common stock of $4.24, the closing price of our common stock on December 31, 2024. (4) The unvested PSUs reported in this column that were granted on December 12, 2024 are subject to the achievement of a relative TSR target set by the Compensation Committee for performance periods ending in 2025, 2026 and 2027 and are reported based on achievement of relative TSR at target performance. Such PSUs will be deemed earned and vest in three tranches upon the certification of relative TSR achievement by the Compensation Committee in early 2026, 2027 and 2028, respectively, subject to the 2021 Plan and the applicable award agreement. See “— Compensation Discussion and Analysis — Elements of Executive Compensation — Long-Term Equity Compensation.”

  50. 2024 Option Exercises and Stock Vested Table

    2024 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, 2024 for each of our NEOs.

  51. 2024 Option Exercises and Stock Vested Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Lee Bienstock | — | — | 345,414 | 1,324,139 | | Norman Rosenberg | — | — | 119,895 | 452,410 | | Stephen Sugrue | — | — | 58,377 | 218,986 | | Ely D. Tendler | — | — | 57,171 | 239,546 |

  52. 2024 Option Exercises and Stock Vested Table

    ____________ (1) The value realized upon vesting of stock awards is based on the closing price of our common stock on the vesting date.

  53. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  54. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table The following table reflects an estimate of 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 of the Company. The amounts shown assume that such trigger event took place on December 31, 2024 and that the price per share of our common stock was $4.24, the closing price of our common stock on December 31, 2024. The amounts shown below for benefits continuation reflect the premiums and elections in effect as of December 31, 2024.

  55. 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 | — | — | 642,245 | 1,427,245 | — | — | | Benefits Continuation | — | — | 36,722 | 36,722 | — | — | | Accelerated Vesting of Equity Awards(1) | 8,091,574 | — | — | 8,091,574 | — | — | | Norman Rosenberg | | | | | | | | Salary | — | — | 492,000 | 492,000 | — | — | | Bonus | — | — | 334,098 | 742,458 | — | — | | Benefits Continuation | — | — | 36,722 | 36,722 | — | — | | Accelerated Vesting of Equity Awards(1) | 3,643,777 | — | — | 3,643,777 | — | — | | Stephen Sugrue | | | | | | | | Salary | — | — | 213,000 | 213,000 | — | — | | Bonus | — | — | 188,206 | 303,226 | — | — | | Benefits Continuation | — | — | 9,045 | 9,045 | — | — | | Accelerated Vesting of Equity Awards(1) | 1,633,219 | — | — | 1,633,219 | — | — | | Ely D. Tendler | | | | | | | | Accelerated Vesting of Equity Awards | 492,957 | — | — | 492,957 | — | — |

  56. Potential Payments Upon Termination or Change in Control Table

    ____________ (1) The amounts shown for accelerated equity awards do not reflect the PSUs granted in December 2024 under our 2025 LTI Program to Messrs. Bienstock, Rosenberg and Sugrue. In the case of death or disability or in the event of a termination without cause on or within 24 months following a change in control, the service requirement with respect to such PSUs would be deemed satisfied, with such PSUs remaining subject to actual performance over the performance period.

  57. CEO Pay Ratio

    CEO Pay Ratio For the year ended December 31, 2024, we determined that (1) the median of the annual total compensation of all the Company’s employees (other than our CEO) was $39,949; (2) the annual total compensation of our Chief Executive Officer as reported in the 2024 Summary Compensation Table was $7,562,418; and (3) the ratio of these amounts was 1-to-189.3. To identify the median employee, we considered the base salary or base wages and overtime actually paid during 2024 to all employees as of December 31, 2024, using the following methodology: • We determined that, as of December 31, 2024, our employee population consisted of approximately 4,407 individuals. • Our median employee was identified based on our worldwide employee population, without regard to their location, cost-of-living, compensation arrangements or whether such employees were full-time, part-time, seasonal or temporary workers. • Base salary or base wages and overtime included the portion of each employee’s compensation arrangements that was paid without regard to our financial or operational performance in a given year. We gathered the requisite information applying this compensation measure with respect to our employees using the 12-month period ending December 31, 2024. • We converted amounts earned by U.K. employees in GBP to USD using the one-year average exchange rate as of December 31, 2024. • We annualized the compensation of all permanent employees who were hired in 2024 but did not work for us or our consolidated subsidiaries for the entire fiscal year, but did not annualize the compensation of any part-time or seasonal employee. • Using this methodology, we then selected the median employee and calculated the median employee’s annual total compensation in the same manner as we calculated the total compensation of our NEOs for purposes of the 2024 Summary Compensation Table. We use a variety of pay elements to structure the compensation arrangements of our employees. We believe that base salary or base wages and overtime actually paid is an appropriate, consistently applied compensation measure that provides a reasonable estimate of our pay ratio calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules for identifying the median employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  58. Pay Versus Performance

    Pay Versus Performance

  59. Pay Versus Performance Table

    Pay Versus Performance Table As required by 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.”

  60. 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) ($) | | | | 2024 | N/A | N/A | 7,562,418 | N/A | N/A | 4,007,060 | 2,664,574 | 1,689,513 | 42 | 119 | 13,360,580 | 616,555,132 | | 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 |

  61. 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. (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” for Mr. Bienstock as set forth in the 2024 Summary Compensation Table 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.

  62. Pay Versus Performance Table

    | Compensation Actually Paid to PEO | Mr. Bienstock 2024 | | Summary Compensation Table Total | $7,562,418 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (6,098,451) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 4,553,701 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | — | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | (1,404,204) | | 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 | (606,404) | | Compensation Actually Paid to PEO | $4,007,060 |

  63. 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 2024, Messrs. Rosenberg, Sugrue and Tendler; (ii) for 2023, Messrs. Rosenberg, Sugrue, Tendler and Oberholzer; (iii) for 2022, Messrs. Capone and Bienstock; and (iv) 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 2024 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. For information on “compensation actually paid” in 2021-2023 to the NEOs as a group (excluding the Chief Executive Officer(s)), refer to our 2024 proxy statement.

  64. Pay Versus Performance Table

    | Compensation Actually Paid to Non-PEO NEOs | 2024 | | Average Summary Compensation Table Total | $2,664,574 | | Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (1,766,603) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 1,332,380 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | (263,512) | | 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 | (277,326) | | Average Compensation Actually Paid to Non-PEO NEOs | $1,689,513 |

  65. Pay Versus Performance Table

    (5) Total Stockholder Return for purposes of this table 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.

  66. 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

  67. “Article IX LIABILITY OF DIRECTORS and officers

    “Article IX LIABILITY OF DIRECTORS and officers Section 9.1 No Personal Liability. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer.” If approved by stockholders at the Annual Meeting, the Officer Exculpation Amendment would become effective upon the filing of a certificate of amendment setting forth the Officer Exculpation Amendment by the Company with the Secretary of State of the State of Delaware promptly following the Annual Meeting. In addition, we intend to file a restated Charter to integrate the Officer Exculpation Amendment (if approved) and the Corporate Opportunity Amendment discussed above (if approved) as well as the clean-up changes (if either or both Proposal 3 and/or this Proposal 4 is approved) into a single document following the filing and effectiveness of the certificate of amendment setting forth any of those amendments that are approved by our stockholders. The Board reserves the right to elect to abandon the Officer Exculpation Amendment, without further action by the stockholders, at any time prior to the effectiveness of the certificate of amendment setting forth the Officer Exculpation Amendment. If the Board were to exercise such discretion, we will publicly disclose that fact, and the Company’s covered officers will not be subject to the foregoing exculpation protections. Neither this Proposal 4 nor Proposal 3 are conditioned on or otherwise require the approval of the other proposal. The full text of the proposed Officer Exculpation Amendment is attached to this Proxy Statement as Appendix C, in which deletions are indicated by strikeouts and additions are indicated by double underlining.

  68. Proposal 1: Election of Directors

    Proposal 1: Election of Directors A nominee will be elected as a director at the Annual Meeting if the nominee receives a plurality of the votes cast “FOR” his or her election. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Broker non-votes, if any, and votes that are withheld will not be counted as votes cast on Proposal 1 and will have no effect on the outcome of the election. Stockholders do not have cumulative voting rights for the election of directors.

  69. ARTICLE IX LIABILITY OF DIRECTORS AND OFFICERS

    ARTICLE IX LIABILITY OF DIRECTORS AND OFFICERS Section 9.1 No Personal Liability. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. DOCGO INC. 685 THIRD AVENUE, 9TH FLOOR NEW YORK, NY 10017 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on June 16, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/DCGO2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on June 16, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V64589-P29406 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY DOCGO INC. The Board of Directors recommends you vote FOR the following nominees: For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 1. Election of Directors Class I Nominees: 01) Lee Bienstock 02) Ira Smedra 03) Ely D. Tendler The Board of Directors recommends you vote FOR the following proposal: 2. To approve on a non-binding, advisory basis the compensation of the Company’s named executive officers. The Board of Directors recommends you vote FOR the following proposal: 3. To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation regarding the waiver of corporate opportunities. The Board of Directors recommends you vote FOR the following proposal: 4. To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law. The Board of Directors recommends you vote FOR the following proposal: 5. Ratification of the appointment of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2025. NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date For Against Abstain Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V64590-P29406 DOCGO INC. Annual Meeting of Stockholders June 17, 2025 12:00 PM ET This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Lee Bienstock, Norman Rosenberg and Andre Oberholzer, or any of them, as proxies and attorneys-in-fact, each with the power to act alone and with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote as designated on the reverse side of this form, all of the shares of common stock of DOCGO INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 12:00 PM ET on June 17, 2025, live via the Internet at www.virtualshareholdermeeting.com/DCGO2025 and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, but the card is signed, this proxy will be voted in accordance with the Board of Directors’ recommendations. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of Stockholders or any adjournment or postponement thereof (including, if applicable, on any matter which the Board of Directors did not know would be presented at the Annual Meeting of Stockholders by a reasonable time before the proxy solicitation was made or for the election of a substitute nominee to the Board of Directors if any nominee named in Proposal 1 becomes unable to serve or for good cause will not serve). Continued and to be signed on reverse side