UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A

________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )

Check the appropriate box:

DocGo Inc.

(Name of Registrant as Specified in Its Charter)

________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

35 West 35th Street, Floor 6, New York, New York 10001

NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 18, 2024

To the Stockholders of DocGo Inc.:

DocGo Inc. (the “Company”) will hold its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, June 18, 2024 at 12:00 p.m. Eastern Time. The Annual Meeting will be a virtual meeting conducted exclusively online via live audio webcast at www.virtualshareholdermeeting.com/DCGO2024. The Annual Meeting will be held for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

(1)    To elect the two Class III director nominees named in the accompanying Proxy Statement to serve for a three-year term until the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified or until their earlier resignation, death, disqualification or removal;

(2)    To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers;

(3)    To vote, on a non-binding and advisory basis, on the frequency of future non-binding advisory votes to approve the compensation of the Company’s named executive officers;

(4)    To ratify the appointment of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and

(5)    To transact any other matters that may properly come before the Annual Meeting or any adjournments or postponements thereof.

The Board of Directors of the Company (the “Board”) has fixed April 19, 2024 as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. As permitted by the U.S. Securities and Exchange Commission (“SEC”), we are providing access to our proxy materials online under the SEC’s “notice and access” rules. As a result, unless stockholders previously requested electronic or paper delivery on an ongoing basis, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”) and our form of proxy card or voting instruction card (collectively, the “Proxy Materials”). The Notice contains instructions on how to access the Proxy Materials online. The Notice also contains instructions on how stockholders can receive a paper copy of our Proxy Materials. If you elect to receive a paper copy, our Proxy Materials will be mailed to you. This distribution process is more resource- and cost-efficient. The Notice is first being mailed, and the Proxy Materials are first being made available, to our stockholders on or about April 25, 2024.

All stockholders are cordially invited to attend our Annual Meeting, conducted virtually via live audio webcast at www.virtualshareholdermeeting.com/DCGO2024. Specifically, to attend the Annual Meeting, vote or submit questions during the Annual Meeting, stockholders of record will be required to visit the meeting website listed above and log in using their 16-digit control number included on their proxy card or Notice. Beneficial owners whose Notice or voting instruction form indicates that they may vote shares through the www.proxyvote.com website, may access, attend/participate in and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Notice. Otherwise, beneficial owners should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting. When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 11:45 a.m. Eastern Time on Tuesday, June 18, 2024.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the meeting chair or secretary will convene the meeting at 1:00 p.m. Eastern Time on the date specified above and at the Company’s address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair or secretary. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of the Company’s website at https://ir.docgo.com/.

Your vote is important. Whether or not you expect to participate in the virtual Annual Meeting, please vote as promptly as possible in order to ensure your representation at the Annual Meeting. You may vote online; by telephone, in accordance with instructions on your proxy card or voting instruction form; or by using the proxy card or voting instruction form provided with the printed Proxy Materials.

By Order of the Board,

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement (this “Proxy Statement”). This summary does not contain all the information you should consider in voting your shares of common stock. Please read the complete Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”) carefully before voting.

About the Company

DocGo Inc. (“we,” “us,” “our,” the “Company” or “DocGo”) is leading the proactive healthcare revolution with an innovative care delivery platform that includes mobile health services, remote patient monitoring and ambulance services. DocGo is helping to reshape the traditional four-wall healthcare system by providing high quality, highly affordable care to patients where and when they need it. DocGo’s proprietary technology and dedicated field staff of certified health professionals elevate the quality of patient care and drive business efficiencies for facilities, hospital networks and health insurance providers. With mobile health, DocGo empowers the full promise and potential of telehealth by facilitating healthcare treatment, in tandem with a remote physician, in the comfort of a patient’s home, workplace or other non-traditional locations. Together with DocGo’s integrated Ambulnz medical transport services, DocGo is bridging the gap between physical and virtual care.

Meeting Information

How to Vote

Your vote is important. You may vote your shares in advance of the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”) via the Internet; by telephone, in accordance with instructions on your proxy card or voting instruction form; or by using the proxy card or voting instruction form provided with the printed Proxy Statement and Annual Report (collectively, the “Proxy Materials”); or during the meeting by attending and voting electronically. Please refer to the section “How Do I Vote?” in the section entitled “Questions and Answers About the Proxy Materials and Voting” for detailed voting instructions. If you vote via the Internet or by telephone or plan to vote electronically during the Annual Meeting, you do not need to mail in a proxy card.

We first began sending our stockholders the Notice and made our Proxy Materials available on or about April 25, 2024.

Voting Matters

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

TABLE OF CONTENTS

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.

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.”

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.

__________

AC: Audit and Compliance Committee

CC: Compensation Committee

NCGC: Nominating and Corporate Governance Committee

*: Committee Chair

​FE: Audit Committee Financial Expert

Board Composition

Director Nomination Process

The Nominating and Corporate Governance Committee is responsible for, among other things, overseeing succession planning for directors and building a qualified board to oversee management’s execution of the Company’s strategy and safeguard the long-term interests of stockholders. In this regard, the committee is charged with developing and recommending Board membership criteria to the Board for approval, evaluating the composition of the Board annually to assess the skills and experience that are currently represented on the Board and the skills and experience that the Board may find valuable in the future, and identifying, evaluating and recommending potential director candidates.

In identifying potential candidates for Board membership, the Nominating and Corporate Governance Committee considers recommendations from directors, stockholders, management and others, including, from time to time, third-party search firms to assist it in locating qualified candidates. Once potential director candidates are identified, the committee, with the assistance of management, undertakes a vetting process that considers each candidate’s background, independence and fit with the Board’s priorities. As part of this vetting process, the committee, as well as other members of the Board and the Chief Executive Officer, may conduct interviews with the candidates. If the committee determines that a potential candidate meets the needs of the Board and has the desired qualifications, it recommends the candidate to the full Board for appointment or nomination and to the stockholders for election at the annual meeting.

Criteria for Board Membership

In assessing potential candidates for Board membership and in assessing Board composition, the Nominating and Corporate Governance Committee considers a wide range of factors and generally seeks to balance the following skills, experiences and backgrounds on the Board:

•        Industry Knowledge:    Experience within the healthcare industry, particularly in healthcare transportation and mobile healthcare services.

•        Financial Expertise:    Experience or expertise in finance, accounting, investment analysis, financial reporting processes and capital markets.

•        Leadership Experience:    Leadership roles at various organizations, including driving strategy execution, organizational growth and managing human capital.

•        Diverse Background:    Diversity of occupational and personal backgrounds, including diversity with respect to demographics such as gender, race, ethnic and national background, geography, age and sexual orientation.

In addition, the committee generally believes it is important for all Board members to possess the highest personal and professional ethics, integrity and values, an inquisitive and objective perspective, a sense for priorities and balance, the ability and willingness to devote sufficient time and attention to Board matters and a willingness to represent the long-term interests of all our stockholders.

Board Diversity

As discussed above, the Board and the Nominating and Corporate Governance Committee actively seek to achieve a diversity of occupational and personal backgrounds on the Board, including diversity with respect to demographics such as gender, race, ethnic and national background, geography, age and sexual orientation. The Nominating and Corporate Governance Committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of the composition of the Board. The Board continues to actively seek out women and minority candidates to include in the pool from which Board nominees are chosen and intends to add at least one diverse director by the Company’s 2025 Annual Meeting. The Nominating and Corporate Governance Committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of the composition of the Board.

In accordance with Nasdaq’s board diversity listing standards, we are disclosing aggregated statistical information about our Board’s self-identified gender and racial characteristics and LGBTQ+ status, as voluntarily confirmed to us by each of our directors.

Stockholder Recommendations for Directors

It is the Nominating and Corporate Governance Committee’s policy to consider written recommendations from stockholders for nominees for director. The committee considers nominees recommended by our stockholders in the same manner as a nominee recommended by our Board members or management. Any such recommendations should be submitted to the committee as described in the section titled “— Other Corporate Governance Practices and Policies — Communications with the Board” below and should include the following information: (i) all information about the nominee that is required to be disclosed pursuant to Regulation 14A of the Exchange Act; (ii) such person’s written consent to serving as a director, if elected, for the full term for which such person is standing for election; (iii) the name(s) and address(es) for each stockholder of record and beneficial owner of shares of common stock held in “street name” making the nomination and the number of shares of common stock that are owned beneficially and of record by each such stockholder and beneficial owner of shares of common stock held in “street name”; and (iv) such stockholder’s representation that he or she (or a qualified representative) intends to appear at the meeting to make such nomination.

Board Leadership Structure

We do not have a policy regarding whether the roles of the Chair of the Board and Chief Executive Officer should be separate or combined, and our Board believes that there is no single, generally accepted board leadership structure that is appropriate across all circumstances, and that the right structure may vary as circumstances change. As such, the Board periodically reviews its leadership structure to evaluate whether the structure remains appropriate for the Company, and may modify this structure from time to time as and when appropriate to best address the Company’s unique circumstances and advance the best interests of all stockholders.

Currently, the roles of Chair of the Board and Chief Executive Officer are separate. Effective as of March 31, 2024, Stan Vashovsky retired and stepped down as a director and Chair of the Board. In connection with Mr. Vashovsky’s stepping down, the Board appointed Steven Katz as the independent Chair of the Board, effective as of April 1, 2024. From April 2023 until March 2024, Mr. Katz served as the Lead Independent Director. Upon the appointment of Mr. Katz as the independent Chair of the Board, the independent directors of the Board determined that a separate Lead Independent Director was no longer necessary.

Our Board believes that this is the appropriate board leadership structure for us at this time. Separating the roles of the Chair of the Board and Chief Executive Officer enables our Chair to focus on leading the Board in carrying out its oversight and corporate governance responsibilities and our Chief Executive Officer to focus on leading the Company’s business and executing on its strategy, plans and initiatives.

The Board believes that its programs for overseeing risk, as described in the “Board Risk Oversight” section below, would be effective under a variety of leadership frameworks. Accordingly, the Board’s risk oversight function did not significantly impact its selection of the current leadership structure.

Executive Sessions

The independent directors generally have the opportunity to meet in executive sessions without management present at every regular Board meeting. The purpose of these executive sessions is to encourage and enhance communication among independent directors. Mr. Katz, our independent Chair of the Board, presides at executive sessions of independent directors.

Director Independence

Nasdaq listing rules require a majority of a listed company’s board of directors to be comprised of independent directors who, in the opinion of the board of directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees must be independent, and audit and compensation committee members must satisfy additional independence criteria under the Exchange Act.

Our Board undertakes a review of its composition and the independence of each director annually. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including the beneficial ownership of our capital stock by each non-employee director, our Board has determined that each of Messrs. Burdiek, Katz, Smedra and Travers and Ms. Leite qualifies as an “independent director” as defined by the Nasdaq listing rules. Mr. Vashovsky was not deemed to be independent under Nasdaq listing rules during the period he served on the Board because he is the founder of the Company and formerly served as its Chief Executive Officer. Messrs. Bienstock and Tendler are not deemed to be independent under Nasdaq listing rules by virtue of their respective roles as officers of the Company.

In addition, our Board has determined that each of the directors currently serving on the Audit and Compliance Committee (Messrs. Burdiek, Katz and Smedra) and the Compensation Committee (Messrs. Katz and Smedra and Ms. Leite) satisfy the heightened independence standards for audit committees and compensation committees, as applicable, established by the SEC and Nasdaq listing rules.

Board Committees

Our Board has a separately designated Audit and Compliance Committee, Compensation Committee and Nominating and Corporate Governance Committee, each of which is comprised solely of independent directors as required under the applicable Nasdaq listing rules and, if applicable, SEC rules, with the membership and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by our Board. Each of these committees is empowered to retain outside advisors as it deems appropriate, regularly reports its activities to the full Board and has a written charter, which is posted on our website located at https://ir.docgo.com/, under “Governance.”

Audit and Compliance Committee.    The primary responsibility of our Audit and Compliance Committee is to exercise primary financial oversight on behalf of the Board. The Company’s management team is responsible for preparing financial statements, and the Company’s independent auditor is responsible for auditing those financial statements. The Audit and Compliance Committee is directly responsible for the selection, engagement, compensation, retention and oversight of the Company’s independent auditor. The Audit and Compliance Committee is also responsible for the review of any proposed related person transactions and has been designated by our Board to oversee cybersecurity risks.

Mr. Katz qualifies as an “audit committee financial expert,” as that term is defined in the rules and regulations established by the SEC, and all members of the Audit and Compliance Committee are financially literate in that each of them is able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and statement of cash flows, as required under the Nasdaq listing rules.

Compensation Committee.    The primary responsibilities of our Compensation Committee are to approve the compensation, including performance bonuses, payable to our executive officers and to administer the Company’s equity compensation plans. The Compensation Committee also acts on behalf of and in conjunction with the Board to establish or recommend the compensation of our executive officers and to provide oversight of our overall compensation programs and philosophy.

The Compensation Committee may delegate its authority to one or more subcommittees or to one member of the committee. The Compensation Committee may also delegate authority to review and approve the compensation of our employees to certain of our executive officers. The Compensation Committee has the authority to engage outside advisors, such as compensation consultants, to assist it in carrying out its responsibilities. The Compensation Committee has engaged Compensia, Inc. (“Compensia”) since 2021 to provide advice regarding the amount and form of executive and director compensation.

Nominating and Corporate Governance Committee.    The primary responsibilities of our Nominating and Corporate Governance Committee are to assist the Board in identifying and recommending individuals qualified to become members of the Board. The Nominating and Corporate Governance Committee is also responsible for evaluating the composition, size and governance of the Board and its committees; establishing a policy for considering stockholder nominees; reviewing the Principles of Corporate Governance and making recommendations to the Board regarding possible changes; and reviewing and monitoring compliance with our Code of Business Conduct and Ethics (the “Code”). The Nominating and Corporate Governance Committee oversees and make recommendations to the Board regarding sustainability matters relevant to the Company’s business, including Company policies, activities and opportunities.

Board Risk Oversight

We believe that risk management is an important part of establishing and executing on the Company’s business strategy. Our Board, as a whole and at the committee level, focuses its oversight on the most significant risks facing the Company and its processes to identify, prioritize, assess, manage and mitigate those risks. The committees oversee specific risks within their purview, as follows:

•        The Audit and Compliance Committee has overall responsibility for overseeing the Company’s practices with respect to risk assessment and management. Additionally, the committee is responsible for overseeing management of risks related to our financial statements and financial reporting processes, compliance, information technology and cybersecurity.

•        The Compensation Committee is responsible for overseeing management of risks related to our compensation policies and programs.

•        The Nominating and Corporate Governance Committee is responsible for overseeing management of risks related to director succession planning and corporate governance.

Our Board and its committees receive regular reports from members of the Company’s senior management on areas of material risk to the Company, including strategic, operational, financial, legal and regulatory risks. While our Board has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on the Company.

Other Corporate Governance Practices and Policies

Director Attendance

The Board met nine times during the year ended December 31, 2023. During 2023, each member of the Board attended at least 75% of the aggregate number of meetings of the Board and the committees on which he or she served during the period in which he or she was on the Board or committee.

Directors are expected to attend the Annual Meeting of Stockholders absent unusual circumstances. Six directors then serving on the Board attended the 2023 Annual Meeting of Stockholders.

Communications with the Board

Stockholders and other interested parties may communicate with our Board or a particular director, including the Chair of the Board, by sending a letter addressed to the Board or a particular director to our Corporate Secretary at the address set forth on the first page of this Proxy Statement. These communications will be compiled and reviewed by our Corporate Secretary, who will determine whether the communication is appropriate for presentation to the Board or the particular director. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications).

Code of Conduct

Our Board has adopted a Code of Business Conduct and Ethics that establishes the standards of ethical conduct applicable to all our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. It addresses, among other matters, compliance with laws and policies, conflicts of interest, corporate opportunities, regulatory reporting, external communications, confidentiality requirements, insider trading, proper use of assets and how to report compliance concerns. A copy of the Code is available on our website located at https://ir.docgo.com/, under “Governance.” We intend to disclose any future amendments to the Code, and waivers of the Code of Ethics granted to executive officers and directors, on our website, within four business days following the date of the amendment or waiver, as and to the extent required under the SEC and Nasdaq rules.

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 our 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.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee (i) has at any time during the prior three years been one of our officers or employees or (ii) had any relationship with the Company during fiscal year 2023 requiring disclosure under Item 404 of Regulation S-K. In addition, none of our executive officers currently serves, or in the past fiscal year has served, as a member of the board or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

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.

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.

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.

Board Recommendation

The Board recommends a vote “FOR ALL” Class III director nominees set forth above.

EXECUTIVE OFFICERS

Biographical and other information regarding our executive officers is set forth below. There are no family relationships among any of our directors or executive officers.

____________

(1)      For the biographical information of Messrs. Bienstock and Tendler, see “Information Regarding Director Nominees and Continuing Directors” above.

Norman Rosenberg.    Mr. Rosenberg has served as our Chief Financial Officer since January 2023 and our Treasurer since September 2023. He has also served as the Chief Financial Officer of Ambulnz Holdings, LLC since January 2020. From January 2015 to December 2019, Mr. Rosenberg served in a variety of roles at AmTrust Financial, Inc., an insurance company, including as President of the Direct-to-Consumer Division and Chief Financial Officer of AmTrust’s global fee companies. He previously served as Chief Financial Officer of KDDI Global, a telecommunications company and a division of Japan’s KDDI Corporation, from March 2009 to December 2014, as Chief Financial Officer of the Americas for the Marsh, Inc., an insurance company and a division of Marsh & McLennan Companies, from August 2007 to October 2008, and as Chief Financial Officer of IDT Telecom (NYSE: IDT), a telecommunications company, from April 2001 to July 2007. Mr. Rosenberg also previously served as Vice President of Capital Markets at IDT Telecom from October 1999 to March 2001. From 1995 to 1999, Mr. Rosenberg worked as an equity analyst for Standard & Poor’s Corporation. Mr. Rosenberg earned his M.S. in Business from Johns Hopkins University and he is a Chartered Financial Analyst.

Stephen Sugrue.    Mr. Sugrue has served as our Chief Compliance Officer since March 2022, a role in which he is responsible for the oversight of the Company’s compliance and ethics functions. Previously, from January 2021 to March 2022, Mr. Sugrue served as our Vice President of Compliance and Counsel. He came to DocGo from Garnet Health, a medical center, where he served in various roles from July 2007 to January 2021, including as Chief Compliance Officer and Counsel. From November 2005 to July 2007, he worked at St. Vincent’s Midtown Hospital, a hospital in New York City, where he was Associate General Counsel and Compliance Officer. Mr. Sugrue has also worked as an attorney at several healthcare litigation firms and in the Office of the New York State Attorney General. He has a clinical background; he has worked as an EMT, Paramedic, Director of Operations for a large ambulance company and as a hospital critical care RN. Mr. Sugrue is a registered nurse and certified emergency nurse, and received his law degree and Health Law & Policy Certificate from the Pace University School of Law.

EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) for the year ended December 31, 2023 with management of the Company. Based on such review and discussions, the Compensation Committee recommended to the Board that the CD&A be included in this Proxy Statement.

This report is provided by the following directors, who serve on the Compensation Committee:

Ira Smedra (Chair)
Steven Katz

Vina Leite

Compensation Discussion and Analysis

Named Executive Officers

This CD&A provides an overview of our executive compensation program for our NEOs during 2023, 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, as described under “— Narrative Disclosure to Summary Compensation Table and 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 Equity Compensation” below.

Our NEOs for 2023, who appear in the section “— 2023 Summary Compensation Table,” are as follows:

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(1)      Effective as of September 15, 2023, Mr. Capone resigned as our Chief Executive Officer. In connection with Mr. Capone’s resignation, the Board appointed Mr. Bienstock, our then-President and Chief Operating Officer, to succeed Mr. Capone as our Chief Executive Officer.

(2)      Effective as of September 1, 2023, Mr. Oberholzer transitioned from his role as the Company’s Treasurer and Executive Vice President of Capital Markets and Strategy to his new role as Executive Vice President of Strategy, and Mr. Rosenberg was appointed as the Company’s Treasurer, in addition to his role as the Company’s Chief Financial Officer. In light of these changes to Mr. Oberholzer’s role and his responsibilities within the Company, the Board also determined that Mr. Oberholzer is no longer an “officer” for purposes of Section 16 of the Exchange Act, nor an “executive officer” under Rule 3b-7 of the Exchange Act.

2023 Business Highlights

Highlights of our 2023 performance are summarized below.

•        Revenues increased to $624.2 million, compared to $440.5 million for 2022, an increase of 42%.

•        Net income was $10.0 million, compared to $30.7 million for 2022, a decrease of 67%. The decline in net income in 2023 was due to the increase in non-cash, stock-based compensation and the recording of an income tax provision in 2023, compared to an income tax benefit in 2202.

•        2023 adjusted EBITDA amounted to $54.0 million compared to $41.3 million for 2022, an increase of 31%. A reconciliation of adjusted EBITDA to net income is provided in Appendix A.

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.

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.

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.

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.

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(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.

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.

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(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.

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

Agreement with Mr. Bienstock

In connection with his appointment as Chief Executive Officer, we entered into an employment agreement with Mr. Bienstock (the “Bienstock Agreement”). The Bienstock Agreement provides for an initial base salary, annual performance bonus eligibility, participation in DocGo’s benefit plans, a one-time signing bonus, a top-up equity grant in December 2023 with a target grant date value of $1,038,000 and eligibility to receive annual equity grants, with the annual equity grant for December 2023 having a targeted grant date value of $6,000,000.

The Bienstock Agreement provides for an initial term commencing on November 2, 2023 and continuing for an initial term of 36 months, which will automatically renew for successive one-year terms thereafter unless either party gives written notice of non-renewal to the other party at least 60 days prior to the automatic extension date. The Bienstock Agreement contains customary confidentiality, non-competition, customer non-solicitation and non-interference, and employee non-solicitation and non-interference covenants. In the event of certain terminations of employment, the Bienstock Agreement includes severance payments and benefits as described in more detail under “— Potential Payments Upon Termination or Change in Control.”

Agreements with Messrs. Capone, Rosenberg, Oberholzer and Sugrue

Each of Messrs. Capone (prior to his separation), Rosenberg and Oberholzer entered into employment agreements with DocGo, effective upon consummation of the Business Combination (the “2021 Employment Agreements”). In August 2023, we also entered into an employment agreement with Mr. Sugrue (together with the 2021 Employment Agreements, the “NEO Agreements”).

The NEO Agreements provide for an initial annual base salary, annual performance bonus eligibility, participation in DocGo’s benefit plans and eligibility to receive equity incentive grants.

The NEO Agreements provide for an initial term commencing on November 5, 2021 (or August 3, 2023 in the case of Mr. Sugrue’s agreement) and continuing for an initial term of 36 months, which will automatically renew for successive one-year terms thereafter unless either party gives written notice of non-renewal to the other party at least 60 days prior to the automatic extension date. The NEO Agreements contain customary confidentiality, non-competition, customer non-solicitation and non-interference, and employee non-solicitation and non-interference covenants. In the event of certain terminations of employment, the NEO Agreements include severance payments and benefits as described in more detail under “— Potential Payments Upon Termination or Change in Control.”

Agreement with Mr. Tendler

EDTSLS provides outside general counsel services to the Company. Ely D. Tendler, principal of EDTSLS, is General Counsel and Secretary of the Company and a member of the Board. Pursuant to the Company’s arrangement with EDTSLS, in 2023 the Company was charged $25,000 per quarter plus an hourly rate, ranging from $450 to $500 per hour, for legal services rendered. Mr. Tendler did not receive a salary or other employment benefits for his role as General Counsel and Secretary to the Company. The Company’s payments to EDTSLS for Mr. Tendler’s services totaled $916,370 for the year ended December 31, 2023.

In April 2024, we entered into an amended and restated engagement letter with EDTSLS, effective as of January 1, 2024, pursuant to which the Company agreed to pay $37,500 per quarter plus $575 per hour for legal services rendered, as well as reimburse reasonable expenses incurred by EDTSLS in connection with the engagement.

Mr. Capone Transition Agreement

On October 11, 2023, the Company and Mr. Capone entered into a separation and transition services agreement (the “Transition Agreement”). Pursuant to the Transition Agreement, Mr. Capone served as a consultant to the Company from his separation date on September 15, 2023 until March 15, 2024 to advise on matters relating to business continuity and processes and transition his institutional knowledge with respect to operational and other departmental functions.

As compensation for his services during the consulting period, and subject to his compliance with the Transition Agreement, including the execution and non-revocation of a general release of claims in favor of the Company, Mr. Capone received a monthly consulting fee of $45,000 and subsidized premiums for continued group health plan coverage for the duration of the Consulting Period.

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.

Agreements), the NEO will be entitled to receive the severance benefits described below, as applicable, provided that the executive (A) delivers an effective general release of all claims against the Company and its affiliates in a form provided by the Company that becomes effective and irrevocable within 60 days following the Covered Termination and (B) continues to comply with customary confidentiality, non-competition, customer non-solicitation and non-interference, and employee non-solicitation and non-interference covenants set forth in the Employment Agreements.

In connection with a Covered Termination that does not occur during the period beginning three months prior to a “change in control” (as defined in the 2021 Plan) and ending 12 months after a change in control, the executive would be entitled to the following severance benefits: (i) a cash payment equal to 12 months of the executive’s base salary payable in equal installments over 12 months (or in the case of Mr. Sugrue, six months of the executive’s base salary payable in equal installments over six months); (ii) a pro rata portion of the executive’s annual bonus for the fiscal year of termination based on actual achievement of the bonus objectives and the number of days the executive was employed during the fiscal year; and (iii) payment or reimbursement for the premium for the executive and the executive’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (A) the 12-month anniversary of the date of the executive’s termination of employment (or in the case of Mr. Sugrue, the six-month anniversary of the date of termination of employment), and (B) the date the executive and the executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s).

In connection with a Covered Termination during the period beginning three months prior to a Change in Control and ending 12 months after a Change in Control, each executive would be entitled to: (i) a lump sum cash payment equal to the sum of (A) the executive’s base salary and (B) the executive’s target bonus (or in the case of Mr. Sugrue, 0.5 times such sum); (ii) a pro rata portion of the executive’s annual bonus for the fiscal year of termination based on actual achievement of the bonus objectives and the number of days the executive was employed during the fiscal year; (iii) the amount of any annual bonus earned, but not yet paid, for the fiscal year prior to the executive’s termination; and (iv) payment or reimbursement for the premium for the executive and the executive’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (A) the 12-month anniversary of the date of the executive’s termination of employment (or in the case of Mr. Sugrue, the six-month anniversary of the date of termination of employment) and (B) the date the executive and the executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s).

The Employment Agreements provide for a “best net” after-tax 280G provision where the executive receives the best after-tax result but is not eligible to receive any tax gross-ups, to the extent any payments made pursuant to the Employment Agreements or otherwise would constitute a “parachute payment” under Internal Revenue Code Section 280G.

Equity Awards Under the 2021 Plan

Under the option grant agreements for stock options granted under the 2021 Plan, in the event of an NEO’s termination as a result of death or disability, all unvested stock options will become fully vested and exercisable. In addition, in the event of a termination without cause on or within 24 months following a change in control, all unvested stock options will become fully vested and exercisable.

Under the award agreements for RSUs and PSUs granted under the 2021 Plan, in the event of an NEO’s termination as a result of death or disability or in the event of a termination without cause on or within 24 months following a change in control, all unvested RSUs will become fully vested and the service requirement with respect to all PSUs will be deemed satisfied, with such PSUs remaining subject to actual performance over the performance period.

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.