DCGO DocGo Inc

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

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SCHEDULE 14A

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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 2023 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 20, 2023

To the Stockholders of DocGo Inc.:

DocGo Inc. (the “Company”) will hold its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, June 20, 2023 at 9:00 a.m. Eastern Time. The Annual Meeting will again be a virtual meeting conducted exclusively online via live audio webcast at www.virtualshareholdermeeting.com/DCGO2023. 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 II director nominees named in the Proxy Statement to serve for a three-year term until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified;

(2)    To ratify the appointment of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2023; and

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

The Board of Directors (the “Board”) has fixed April 21, 2023 as the record date (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, 2022 (the “Annual Report”) and our form of proxy card or voting instruction card (together, 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 26, 2023.

All stockholders are cordially invited to attend our Annual Meeting, conducted virtually via live audio webcast at www.virtualshareholdermeeting.com/DCGO2023. Specifically, to attend the Annual Meeting, vote, submit questions or view the list of stockholders of record 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 8:45 a.m. Eastern Time on Tuesday, June 20, 2023.

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 10:00 a.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 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, 2022 carefully before voting.

About the Company

DocGo, Inc. (“we,” “us,” “our,” the “Company” or “DocGo”) is a leading provider of last-mile mobile care services. DocGo is disrupting the traditional four-wall healthcare system by providing high quality, highly affordable care to patients where and when they need it. DocGo’s innovative 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 or workplace. Together with Ambulnz by DocGo’s integrated 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 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 Materials; or during the meeting by attending and voting electronically. Please refer to the section “How Do I Vote?” in the Question and Answer section for detailed voting instructions. If you vote via the Internet, 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 26, 2023.

Voting Matters

Information Regarding our Directors

__________

AC: Audit and Compliance Committee

CC: Compensation Committee

NCGC: Nominating and Corporate Governance Committee

LID: Lead Independent Director

*: Committee Chair

​FE: Audit Committee Financial Expert

Management Leadership Promotions and Board Leadership Changes

Effective as of December 31, 2022, Stan Vashovsky retired as our Chief Executive Officer (the “CEO”), but continues to serve as our non-executive Chairman of the Board. In connection with Mr. Vashovsky’s stepping down as the CEO of the Company, the Board appointed Anthony Capone, our then-President, to succeed Mr. Vashovsky as our CEO.

At the same time, the Board appointed Lee Bienstock to succeed Mr. Capone as the President in addition to his role as the Chief Operating Officer. Additionally, Andre Oberholzer was promoted from his role as our Chief Financial Officer to the role of Treasurer and Executive Vice President of Capital Markets and Strategy, and Norman Rosenberg succeeded Mr. Oberholzer as our Chief Financial Officer, in addition to continuing to serve in his role as the Chief Financial Officer of Ambulnz Holdings, LLC.

In addition, effective as of April 24, 2023, in accordance with the Company’s Principles of Corporate Governance, the independent directors of the Board appointed Steven Katz as Lead Independent Director of the Board.

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, and Section 21E of the Securities 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, including statements regarding our social, environmental and other sustainability plans and goals. All statements other than statements of historical fact included in the 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 SEC filings, 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 environmental, social and governance goals 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 the 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, the “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, who are up for election at this Annual Meeting for a term expiring at the 2026 Annual Meeting of Stockholders; and two Class III directors, whose terms expire at the 2024 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. As disclosed in the Company’s proxy last year, the Board delivered on its commitment to appoint at least one additional independent director to the Board, while actively seeking out women and minority candidates. Ms. Leite, who is both gender- and racially-diverse, joined our Board in November 2022.

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 “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 Chairman of the Board and the 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. At any time when the Chairman is not independent, the independent directors of the Board may designate an independent director to serve as lead independent director.

Currently, the roles of Chairman of the Board and the Chief Executive Officer are separate. Stan Vashovsky, our former Chief Executive Officer, continues to serve as Chairman of the Board, and the independent directors have appointed Steven Katz, an independent director, to serve as Lead Independent Director for a term of at least one year with well-defined, robust duties and powers, as summarized below. Our Board believes that this is the appropriate board leadership structure for us at this time. Separating the roles of the Chief Executive Officer and Chairman enables our Chairman to oversee corporate governance matters and to provide a long-term perspective for the Company given his intimate knowledge of the business and our Chief Executive Officer to focus on leading the Company’s business, while our Lead Independent Director further enhances independent Board oversight of management.

The Lead Independent Director’s responsibilities include: (a) presiding at meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors; (b) reviewing information sent to the Board; (c) reviewing the agenda and schedule for Board meetings to provide that there is sufficient time for discussion of all agenda items; (d) serving as liaison between the Chairman of the Board and the independent directors; and (e) being available for consultation and communication with major stockholders upon request. The Lead Independent Director also has the authority to call executive sessions of the independent directors.

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 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 Lead Independent Director, 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 undertook a review of its composition and the independence of each director. 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. The Board also determined that our former director, Chris Fillo, was independent during the period he served on the Board until his resignation from the Board in April 2022. Mr. Vashovsky is not deemed to be independent under Nasdaq listing rules by virtue of his former service as Chief Executive Officer of the Company. Mr. Tendler is not deemed to be independent under Nasdaq listing rules by virtue of his role as an officer of the Company.

Our Board also 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 persons transactions.

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 committee may also delegate authority to review and approve the compensation of our employees to certain of our executive officers. The committee has the authority to engage outside advisors, such as compensation consultants, to assist it in carrying out its responsibilities. The committee engaged Compensia in 2022 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”).

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 on 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 10 times during the year ended December 31, 2022. During 2022, each current 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 2022 Annual Meeting of Stockholders.

Communications with the Board

Stockholders and other interested parties may communicate with our Board or a particular director, including the Chairman 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 amendments to the Code, or any waivers of its requirements, on our website, to the extent required by applicable 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

None of the members of our Compensation Committee has at any time during the prior three years been one of our officers or employees. 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

In consultation with Compensia, the Compensation Committee approved our director compensation program during 2022, which consisted of the following:

•        Annual restricted stock unit (“RSU”) grant with a value of approximately $160,000, subject to one-year cliff vesting;

•        One-time grant of stock options for newly appointed directors with a value of approximately $320,000, subject to ratable vesting over a three-year period; and

•        Annual cash retainers for Mr. Katz, chair of the Audit and Compliance Committee, equal to $81,250, which consisted of: (i) $50,000 annual cash retainer for service on our Board, (ii) $20,000 additional annual cash retainer for service as chair of the Audit and Compliance Committee, (iii) $6,250 for service on the Compensation Committee and (iv) $5,000 for service on the Nominating and Corporate Governance Committee.

In accordance with our director compensation program, Ms. Leite received 81,425 stock options under the DocGo, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) in connection with her appointment on November 17, 2022, which vest ratably over three years. Each other non-employee director received 23,088 RSUs under the 2021 Plan on December 15, 2022, which vest on the first anniversary thereof.

The table below sets forth the cash and other compensation earned by directors of our Company during the fiscal year ended December 31, 2022. Mr. Vashovsky did not receive any compensation for his service as our Chairman. The compensation received by Mr. Vashovsky for his services to us as our Chief Executive Officer is presented in the 2022 Summary Compensation Table below.

Fiscal Year 2022 Director Compensation Table

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(1)      Amounts in these column represent the aggregate grant date fair value of RSUs granted during fiscal 2022, calculated in accordance with FASB ASC Topic 718 based on a per share price of $6.93, the closing price of our common stock on December 15, 2022, the date of grant. As of December 31, 2022, each non-employee director other than Ms. Leite held 23,088 RSUs, and Ms. Leite did not hold any RSUs.

(2)      Amounts in this column represent the aggregate grant date fair value of stock options granted during fiscal 2022, calculated in accordance with FASB ASC Topic 718. For additional information regarding the assumptions underlying this calculation, please read Note 14 to our consolidated financial statements for the fiscal year ended December 31, 2022 located in our Annual Report on Form 10-K for such fiscal year. As of December 31, 2022, the non-employee directors held the following outstanding stock options: (i) for Mr. Burdiek, 79,208 options, (ii) for Mr. Fillo, 79,208 options, (iii) for Ms. Leite, 81,425 options, (iv) for Mr. Katz, 79,208 options, (v) for Mr. Smedra, 79,208 options, (vi) for Mr. Tendler, 145,012 options, (vii) for Mr. Travers, 79,208 options.

(3)      Mr. Fillo resigned as a director effective April 1, 2022.

PROPOSAL 1: ELECTION OF DIRECTORS

At the Annual Meeting, the stockholders will vote to elect the two Class II director nominees named in this Proxy Statement to serve for a three-year term until the 2026 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until their earlier resignation, death, disqualification or removal. Our Board has nominated Vina Leite and James M. Travers as Class II director nominees for election to our Board. Ms. Leite was appointed to the Board in November 10, 2022, and was recommended to the Board by an independent Board member.

Our director nominees have indicated that they are willing and able to serve as directors. 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.

Board Recommendation

The Board recommends a vote “FOR ALL” Class II 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.

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(1)      For Mr. Tendler’s biographical information, see “Information Regarding Director Nominees and Continuing Directors” above.

Anthony Capone.    Mr. Capone has served as our Chief Executive Officer since January 2023. He previously served as our President from November 2021 to December 2022, during which time, he was an operational lead for our COVID-19 response across the U.S., including our work with FEMA’s New York State COVID-19 deployment. Mr. Capone previously served as Amblunz’s President, Chief Technology Officer and Chief Product Officer from 2017 until our Business Combination. Prior to Ambulnz, Mr. Capone served as the Chief Executive Officer, Chief Technology Officer and Head of Sales at Fundbase, an investment platform, from 2015 to 2017. From 2011 to 2013, Mr. Capone served as the lead software engineer at Constant Contact, Inc., an online marketing company. Mr. Capone also founded the largest free developer conference in the U.S., Engineers4Engineers. Mr. Capone earned his undergraduate degree from the State University of New York College at Potsdam and his M.S. in Computer Science from Clarkson University.

Lee Bienstock.    Mr. Bienstock has served as our Chief Operating Officer since March 2022 and was appointed to the additional role of President, effective January 2023. Previously, he served at Alphabet Inc. (Nasdaq: GOOGL), a multinational technology and internet services company, in a variety of roles from 2011 to 2022, including most recently as the Global Head of Business Development at Google Devices and Services from June 2019 to March 2022 and as the Head of Partnerships at Google Fiber from 2014 to 2019. Mr. Bienstock received his M.B.A. from the Wharton School of Business at the University of Pennsylvania and his B.S. in Policy Analysis & Management with distinction from Cornell University.

Norman Rosenberg.    Mr. Rosenberg has served as our Chief Financial Officer since January 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.B.A. from Johns Hopkins University and he is a Chartered Financial Analyst.

Andre Oberholzer.    Mr. Oberholzer has served as our Treasurer and Executive Vice President of Capital Markets and Strategy since January 2023. He previously served as our Chief Financial Officer from November 2021 to December 2022. He has more than 30 years of senior financial and operational experience, and he manages our corporate, financing and strategic projects. He previously served as Chief Financial Officer of Ambulnz from 2015 until our Business Combination. From 2006 to 2012, Mr. Oberholzer served as Chief Financial Officer at a division of Altegrity Risk International, a consulting and information services company, where he was responsible for restructuring and strategic projects. From 2005 to 2006, he served as Chief Financial Officer at WageWorks, Inc., a benefits administration company, where he was responsible for M&A integration and SOX readiness. From 2001 to 2005, Mr. Oberholzer served as Chief Financial Officer of Philips Electronics (EES) and Philips Healthcare

(Customer Service), where his responsibilities included new business modeling, restructuring, M&A integration and maximization of earnings. He started his professional career at PricewaterhouseCoopers and has 13 years of experience in audit as a Chartered Accountant and a C.P.A. Mr. Oberholzer earned his B. Comm. in Accounting, Economics and Audit from the University of Johannesburg.

Stephen Sugrue.    Mr. Sugrue has served as our Chief Compliance Officer since March 2022, where he is responsible for the oversight of the Company’s compliance and ethics functions. Prior to his appointment, Mr. Sugrue served, from January 2021 to March 2022, as DocGo’s Vice President of Compliance and Counsel. He came to DocGo from Garnet Health, a medical center, where he served as Chief Compliance Officer and Counsel, from July 2007 to January 2021. 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

As an emerging growth company, DocGo has opted to comply with the executive compensation rules applicable to “smaller reporting companies,” when detailing the executive compensation of DocGo’s executives, as such term is defined under the Exchange Act. This section discusses the material elements of compensation awarded to, earned by or paid to the principal executive officer of DocGo and the two next most highly compensated executive officers of DocGo. These individuals are referred to as DocGo’s “Named Executive Officers” or “NEOs.” For 2022, our Named Executive Officers are as follows:

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(1)      Effective December 31, 2022, Mr. Vashovsky stepped down as Chief Executive Officer of DocGo and became non-executive Chairman of the Board. He was succeeded by Mr. Capone, who previously served as President of DocGo.

(2)      Mr. Bienstock was appointed as Chief Operating Officer effective March 28, 2022. Effective January 1, 2023, Mr. Bienstock was also appointed as President of DocGo to succeed Mr. Capone.

2022 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, 2022 and December 31, 2021.

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(1)      The amounts reported in this column for 2022 reflect bonuses earned for 2022 performance. Each NEO elected to receive fully vested shares of our common stock in lieu of cash, which shares were granted on March 16, 2023 net of applicable tax and other payroll withholdings.

(2)      The amounts reported in this column for 2022 represent the grant date fair value computed in accordance with FASB ASC Topic 718 of RSUs granted under the 2021 Plan based on a per share price of $7.15, the closing price of our common stock on February 17, 2022, the date preceding the date of grant. These RSUs vest in four equal annual installments on the first four anniversaries thereof.

(3)      The amounts reported in this column for 2022 represent the grant date fair value computed in accordance with FASB ASC Topic 718 of stock options granted under the 2021 Plan. The stock options include (i) stock options that were granted to the NEOs on December 15, 2022, which vest and become exercisable in four equal annual installments on the first four anniversaries thereof and (ii) stock options that were granted to Mr. Bienstock on February 18, 2022, a portion of which vest and become exercisable in four equal annual installments on the first four anniversaries thereof and a portion of which vested on March 28, 2023. For additional information regarding the assumptions underlying this calculation, please read Note 14 to our consolidated financial statements for the fiscal year ended December 31, 2022 located in our Annual Report on Form 10-K for such fiscal year.

(4)      The amounts reported in this column represent executive health and welfare benefit premiums paid on behalf of each NEO during the applicable year, which for 2021 were inadvertently reported as “Salary” in the 2021 Summary Compensation Table.

Narrative Disclosure to the Summary Compensation Table

Following the consummation of the Business Combination, in consultation with Compensia, DocGo developed an executive compensation program that 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 DocGo.

Decisions regarding executive compensation reflect our belief that the executive compensation program must be competitive in order to attract and retain our executive officers. 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 for our executive officers has three primary components: base salary, an annual cash incentive bonus and long-term incentive 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. Other than establishing Mr. Bienstock’s base salary in connection with his appointment, no base salary changes were made during 2022. The base salaries for each of NEOs as of the end of 2022 is as follows:

In early 2023, in connection with their promotions, Mr. Capone’s base salary was increased to $600,000 and Mr. Bienstock’s base salary was increased to $490,000.

Annual Bonuses

DocGo utilizes annual cash incentive bonuses for the executive officers to tie a portion of their compensation to financial and operational objectives achievable within the applicable fiscal year. Annual cash bonuses are administered by the Compensation Committee and, at beginning of each year, the Compensation Committee selects the performance targets, target amounts, target award opportunities and other terms and conditions of annual cash bonuses for the executive officers, subject to the terms of any employment agreement. Following the end of each year, the Compensation Committee determines the extent to which the performance targets were achieved and the amount of the award that is payable to the executive officers.

For 2022, the annual cash incentive performance was based on the Company’s achievement of revenue and adjusted EBITDA goals established at the beginning of 2022. Following the end of 2022, the Compensation Committee reviewed the Company’s performance against the goals and approved bonuses for the NEOs. The table below shows each NEO’s target annual cash incentive bonus and the final 2022 approved bonus for each NEO:

Long-Term Equity Compensation

DocGo utilizes stock options and RSUs to reward long-term performance of the executive officers. DocGo believes that providing a meaningful portion of the total compensation package in the form of long-term equity awards will align the incentives of its executive officers with the interests of its stockholders and serve to motivate and retain the individual executive officers. Long-term equity awards are granted under the 2021 Plan.

In connection with the approval of the terms of his offer letter described below, the Compensation Committee approved the grant of the following equity awards to Mr. Bienstock on February 18, 2022: (i) 100,000 stock options, which vested on March 28, 2023, (ii) 320,122 stock options, which vest in four equal annual installments on each anniversary of March 28, 2022, and (iii) 146,853 RSUs, which vest in four equal annual installments on each anniversary of March 28, 2022.

On December 15, 2022, the Compensation Committee approved the grant of 1,104,737 stock options to Mr. Capone and 89,474 stock options to Mr. Bienstock. These stock options vest in four equal annual installments on each anniversary of the date of grant. Mr. Vashovsky did not receive a grant of stock options in December 2022 in light of his pending resignation as Chief Executive Officer.

Employment Agreements

In connection with DocGo’s executive compensation program, each of Messrs. Vashovsky and Capone entered into employment agreements with DocGo, effective upon consummation of the Business Combination (the “Employment Agreements”). The Employment Agreements provide for an initial annual base salary, annual performance bonus eligibility, participation in DocGo’s benefit plans, eligibility to receive annual equity incentive grants beginning in fiscal year 2022 pursuant to the 2021 Plan and a one-time grant of RSUs pursuant to the 2021 Plan (the “Closing Grant”). In lieu of the Closing Grant, in December 2021, Mr. Vashovsky received a one-time cash bonus of $1,000,000 and Mr. Capone received a one-time cash bonus of $500,000.

The Employment Agreements provide for an initial term commencing on the closing date of the Business Combination 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-extension to the other party at least 60 days prior to such renewal date. The Employment 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 Employment Agreements include severance payments and benefits as described in more detail under “Additional Narrative Disclosure — Potential Payments Upon Termination or Change in Control.”

In connection with his appointment as Chief Operating Officer, we entered into an offer letter with Mr. Bienstock (the “Bienstock Offer Letter). The Bienstock Offer Letter provides for an initial annual base salary, annual performance bonus eligibility, participation in DocGo’s benefit plans, eligibility to receive annual equity incentive grants beginning in fiscal year 2022 pursuant to the 2021 Plan and a one-time grant of stock options pursuant to the 2021 Plan, which was granted on February 18, 2022, as described above. In connection with the Bienstock Offer Letter, Mr. Bienstock also entered into our customary employee confidentiality, proprietary information and non-compete agreement.

EQUITY COMPENSATION PLAN INFORMATION

The following table contains information about our equity compensation plans as of December 31, 2022.

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(1)      Consists of outstanding stock options and RSUs granted under the 2021 Plan.

(2)      RSUs reflected in column (a) are not reflected in this column as they do not have an exercise price.

(3)      Reflects the total shares of common stock remaining available for issuance under the 2021 Plan.

(4)      Consists of outstanding stock options granted under the 2017 Plan.

(5)      No further shares of common stock remain available for issuance under the 2017 Plan.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Principal Accountant Fees and Services

Urish Popeck & Co. LLC (“Urish”) has served as our independent auditor since November 2021 and has served as auditor of Ambulnz since April 2021. WithumSmith+Brown, PC (“Withum”) served as Motion’s independent auditor prior to the Business Combination and, as disclosed in greater detail below, was dismissed as DocGo’s independent auditor in connection with the Business Combination. The following table summarizes the audit fees billed and expected to be billed by Urish and Withum for the indicated fiscal years and the fees billed by Urish and Withum for all other services rendered during the indicated fiscal years.

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(1)      Audit fees are the aggregate fees billed or expected to be billed for professional services rendered by the auditor for the audit of our annual financial statements for fiscal 2022 and 2021, for the review of our quarterly financial statements and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements for those fiscal years.

(2)      Audit-related fees are the aggregate fees billed or expected to be billed for each of fiscal 2022 and 2021 for assurance and related services by the auditor that are reasonably related to the performance of the audit or review of our financial statements.

(3)      Tax fees are the fees for professional services related to tax compliance, tax advice and tax planning.

(4)      All other fees are the aggregate fees billed or expected to be billed for each of fiscal 2022 and 2021 for products and services provided by the auditor.

Pre-Approval Policies and Procedures

Our Audit and Compliance Committee has adopted procedures requiring the pre-approval of all audit and non-audit services performed by our independent auditor in order to assure that these services do not impair the auditor’s independence. These procedures generally approve the performance of specific services subject to a cost limit for all such services. This general approval is reviewed, and if necessary modified, at least annually. The committee does not delegate its responsibility to approve services performed by our auditor to any member of management. The committee has delegated authority to the committee chair to pre-approve any audit and non-audit services to be provided to us by our auditor, provided that the fees for such services do not exceed $250,000. Any approval of services by the committee chair pursuant to this delegated authority must be reported to the committee at its next regularly scheduled meeting. All of the services and fees identified in the table above were approved pursuant to the pre-approval policy described in this paragraph.

Recent Changes in Independent Registered Public Accounting Firm

Dismissal of Withum

As previously reported on the Current Report on Form 8-K filed with the SEC on November 12, 2021, following our Business Combination, the Audit and Compliance Committee on November 10, 2021 dismissed Withum as the Company’s independent auditor, effective as of that date. Withum’s audit report on Motion’s financial statements for the fiscal year ending December 31, 2020, its year of formation and sole reporting fiscal year, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope or accounting principles, except that such audit report emphasized the restatement of Motion’s financial statements due to its change in accounting for warrants. During the period from August 11, 2020 (Motion’s inception) through December 31, 2020, and the subsequent interim period through November 5, 2021, there were no disagreements between Motion and Withum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the

subject matter of the disagreements in its reports on Motion’s financial statements for such year. During the period from August 11, 2020 (Motion’s inception) through December 31, 2020, and the subsequent interim period through November 5, 2021, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act), except for a material weakness in Motion’s pre-Business Combination internal control over financial reporting related to the accounting for warrants issued by Motion. Representatives of Withum are not expected to be present at the Annual Meeting.

Appointment of Urish

The Audit and Compliance Committee, on and effective as of November 10, 2021, appointed Urish as DocGo’s independent auditor for the year ended December 31, 2021. During the fiscal year ending December 31, 2020, and the subsequent interim period through November 10, 2021, neither DocGo, nor any party on behalf of DocGo, consulted with Urish with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered with respect to DocGo’s consolidated financial statements, and no written report or oral advice was provided to DocGo by Urish that was an important factor considered by Urish in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Report of the Audit AND COMPLIANCE Committee

The Audit and Compliance Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2022 with the Company’s management and with Urish, the Company’s independent registered public accounting firm. The Audit and Compliance Committee has discussed with Urish the matters required to be discussed by the applicable standards of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit and Compliance Committee has also received the written disclosures and the letter from Urish pursuant to applicable PCAOB requirements regarding its communications with the Audit and Compliance Committee concerning independence, and the Audit and Compliance Committee has discussed with Urish its independence. Based on the foregoing, the Audit and Compliance Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for filing with the SEC.

This report is provided by the following directors, who serve on the Audit and Compliance Committee:

Steven Katz (Chair)
Michael Burdiek
Ira Smedra

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023

Our Audit and Compliance Committee has appointed Urish as the Company’s independent registered public accounting firm for the year ending December 31, 2023. In this Proposal 2 we are asking stockholders to vote to ratify this appointment. Urish has served as our independent auditor since November 2021 and has served as auditor of Ambulnz since April 2021. Representatives of Urish are expected to be present at the Annual Meeting. They will have the opportunity to make a statement, if they desire to do so, and are expected to be available to respond to appropriate questions from stockholders.

Stockholder ratification of the appointment of Urish as the Company’s independent auditor is not required by law or our Bylaws. However, we are seeking stockholder ratification as a matter of good corporate practice. If our stockholders fail to ratify the appointment of Urish, the committee will reconsider its selection. Even if the appointment is ratified, the committee, in its discretion, may direct the selection and appointment of a different independent auditor at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Board Recommendation

The Board recommends a vote “FOR” the ratification of the appointment of Urish to serve as our independent auditor.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Related Person Transaction Policy

On November 5, 2021, our Board adopted a written policy regarding the review and approval or disapproval by our Audit and Compliance Committee of transactions between us, or any of our subsidiaries, and any related person (defined to include our executive officers, directors or director nominees, any stockholder beneficially owning in excess of 5% of our common stock or securities exchangeable for our common stock, and any immediate family member of any of the foregoing persons) (the “Related Person Transaction Policy”). In reviewing related person transactions, our Audit and Compliance Committee considers all relevant facts and circumstances, including the extent of the related person’s direct or indirect interest in the transaction. Any member of the Audit and Compliance Committee who is a related person with respect to a transaction under review will not be permitted to participate in the deliberations or to vote on the transaction.

Certain related person transactions described below were consummated prior to our adoption of the formal, written policy described above, and, accordingly, the foregoing policies and procedures were not followed with respect to these transactions. However, we believe that the terms obtained and consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or amounts that would be paid or received, as applicable, in arm’s-length transactions at such time. Further, our Audit and Compliance Committee has subsequently ratified these engagements. Any related person transactions entered into on or after November 5, 2021 have been pre-approved in accordance with our Related Person Transactions Policy.

Related Person Transactions — DocGo

Legal Services

Ambulnz has historically engaged the law practice of Ely D. Tendler Strategic and Legal Services, PLLC (“EDTSLS”) for outside general counsel services. 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, Ambulnz was charged an hourly rate, ranging from $450 to $500 per hour, for the legal services rendered. On November 10, 2021, the Audit and Compliance Committee ratified this engagement pursuant to the Related Person Transaction Policy. For the years ended December 31, 2021 and 2022, the gross fees paid to EDTSLS were approximately $702,083 and $960,081, respectively. Mr. Tendler did not receive additional salary or other employment benefits for his role as General Counsel to the Company.

Medical Direction and Supervision Services

Since April 2020, affiliates of Dr. Mark Merlin, former Chief Medical Officer of Ambulnz Holdings, LLC from February 2019 to November 2022, and former employee of the Company, have provided Ambulnz Holdings, LLC and its subsidiaries with medical direction and supervision services. On November 10, 2021, the Audit and Compliance Committee ratified this engagement pursuant to the Related Person Transaction Policy. For the years ended December 31, 2021 and 2022, the gross fees paid by us for these services were approximately $1,746,736 and $3,018,119, respectively.

Employment of Related Persons

Paul Capone, the brother of Mr. Capone, our CEO, is employed by DocGo as an IT Project Manager. For the years ended December 31, 2021 and 2022, he earned approximately $163,257 and $128,750, respectively, in total compensation.

Chris Cummings, the step-father of Mr. Capone, our CEO, is employed by DocGo as a General Manager. For the years ended December 31, 2021 and 2022, he earned approximately $172,281 and $162,458, respectively, in total compensation.

The compensation for Paul Capone and Chris Cummings is commensurate with their peers’ compensation and established in accordance with the Company’s compensation practices applicable to employees with equivalent qualifications, experience and responsibilities. Paul Capone and Chris Cummings participate in employee benefit plans and programs generally made available to employees of similar responsibility levels.

CERTAIN INFORMATION ABOUT OUR COMMON STOCK

Security Ownership of Certain Beneficial Owners and Management

Unless otherwise provided below, the following table presents information regarding beneficial ownership of our common stock as of April 1, 2023 by:

•        each stockholder or group of stockholders known by us to be the beneficial owner of more than 5% of our outstanding common stock;

•        each of our directors and nominees;

•        each of our NEOs; and

•        all of our current directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC, and thus represents voting or investment power with respect to our securities. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days after the date of this table. To our knowledge and subject to applicable community property rules, and except as otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned.

The percentage ownership information shown in the column titled “Percentage of Shares Beneficially Owned” in the table below is based on 102,932,174 shares of our common stock outstanding as of the date of this table. Unless otherwise indicated, the address of each individual listed in this table is the Company’s address set forth on the first page of this Proxy Statement.