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. )

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

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):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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,

/s/ Stan Vashovsky
Stan Vashovsky Chairman New York, New York April 26, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 20, 2023

The Notice, the Proxy Statement and the Company’s Annual Report are available at www.proxyvote.com.

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.

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

Date:		Tuesday, June 20, 2023
Time:		9:00 a.m. Eastern Time
Virtual Meeting:		www.virtualshareholdermeeting.com/DCGO2023
Record Date:		April 21, 2023

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.

REGISTERED AND BENEFICIAL STOCKHOLDERS

INTERNET	TELEPHONE	MAIL
To vote before the meeting, visit www.proxyvote.com. To vote at the meeting, visit www.virtualshareholdermeeting.com/DCGO2023. You will need the control number printed on your Notice, proxy card or voting instruction form.	Dial toll-free (1-800-690-6903) or dial the telephone number on your voting instruction form. You will need to follow the instructions and use the control number printed on your proxy card or voting instruction form.	If you received a proxy card or voting instruction form by mail, send your completed and signed proxy card or voting instruction form using the enclosed postage-paid envelope.

We first began sending our stockholders the Notice and made our Proxy Materials available on or about April 26, 2023.

Voting Matters

PROPOSAL #1 Election of Class II Director Nominees Named in this Proxy Statement	To elect the two Class II director nominees named in the Proxy Statement as Class II directors of the Company, to serve for a three-year term until the 2026 Annual Meeting of Stockholders and until their successors have been duly elected and qualified.
	P	Our Board unanimously recommends that you vote “FOR ALL” director nominees named in this Proxy Statement.

PROPOSAL #2 Auditor Ratification	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.
	P	Our Board unanimously recommends that you vote “FOR” the ratification of the appointment of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

Information Regarding our Directors

Name

Age

Director
Since

Occupation

Independent

Committee
Memberships
and Board
Leadership

Other
Public
Boards

Stan Vashovsky

50

2021

Co-Founder of DocGo; Chairman of the Board

None

Michael Burdiek

63

2021

Former Chief Executive Officer and Director
of Motion Acquisition Corp., and current board member and advisor to public and private technology growth companies

P

AC

Five9, Inc.

Steven Katz

75

2021

President of Steven Katz & Associates, Inc.

P

AC*FE
CC
NCGC
LID

None

Vina Leite

54

2022

Chief People Officer of GoodRx, Inc.

P

CC
NCGC

Jamf Holding

Ira Smedra

74

2021

Founder and President of the ARBA Group

P

AC
CC*
NCGC*

None

Ely D. Tendler

55

2021

General Counsel and Secretary of DocGo

None

James M. Travers

71

2021

Former Chairman of Motion Acquisition Corp. and current board member at several emerging software technology companies

P

None

__________

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

		Page
CORPORATE GOVERNANCE		1
PROPOSAL 1: ELECTION OF DIRECTORS		12
EXECUTIVE OFFICERS		13
EXECUTIVE COMPENSATION		15
EQUITY COMPENSATION PLAN INFORMATION		20
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		21
REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE		23
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023		24
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		25
CERTAIN INFORMATION ABOUT OUR COMMON STOCK		29
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING		31
OTHER MATTERS		36

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.

Name

Class

Age
(as of April 26)

Position

Committee Membership

AC

CC

NCGC

Stan Vashovsky

Class I

50

Chairman

Michael Burdiek

Class III

63

Independent Director

M

Steven Katz

Class III

75

Lead Independent Director

M*FE

M

Vina Leite

Class II

54

Independent Director

M

Ira Smedra

Class I

74

Independent Director

M

M*

Ely D. Tendler

Class I

55

Director, General Counsel and Secretary

James M. Travers

Class II

71

Independent Director

__________

AC: Audit and Compliance Committee

CC: Compensation Committee

NCGC: Nominating and Corporate Governance Committee

*: Committee Chair

FE: Audit Committee Financial Expert

Class II Director Nominees Standing for Election at this Annual Meeting
Vina Leite	Age: 54	Director since: 2022	Committee(s): CC, NCGC
Background
Ms. Leite has served as a member of our Board since November 2022. She has served as the Chief People Officer of GoodRx, Inc. (Nasdaq: GDRX), a publicly traded company that offers digital resources for healthcare, since 2022. From 2019 until 2022, Ms. Leite was the Chief People Officer at The Trade Desk (Nasdaq: TTD), a publicly traded technology company that empowers digital ad buyers to purchase data-driven digital advertising campaigns. From 2016 until 2019, Ms. Leite was the Chief People Officer of the cyber security firm Cylance Inc., where she led the company through rapid growth and succeeded in obtaining recognition for Cylance as one of the great places to work in Orange County, California. She left Cylance in 2019 when it was acquired by BlackBerry Limited. From 2014 to 2016, she was Senior Vice President and Chief Human Resource Officer at QLogic. Ms. Leite currently serves on the board of directors of Jamf Holding Corp. (Nasdaq: JAMF), a software company, and AHEAD, a privately-held company. Ms. Leite previously served on the board of Collectors Universe, Inc. until its take private acquisition in 2021. Ms. Leite is a member of the National Human Resources Association and the Society for Human Resources Management. Ms. Leite earned a Bachelor’s degree in Management at Rhode Island College and a Master’s degree in Organizational Management from Capella University.
Qualifications and Skills
We believe Ms. Leite is qualified to serve on our Board because of her leadership experience in human capital management at public companies.

James M. Travers	Age: 71	Director since: 2021	Committee(s): None
Background
Mr. Travers has served as a member of our Board since November 2021. He previously served as Chairman of the board of Motion Acquisition Corp. (“Motion”) from its formation in August 2020 until its business combination with Motion Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Motion, and Ambulnz, Inc., a Delaware corporation (“Ambulnz”), which business combination (“Business Combination”) closed on November 5, 2021 (the “Closing Date”) and pursuant to which Motion changed its name to “DocGo” (the “Closing”). Mr. Travers served as Chairman of the board of Fleetmatics Group PLC, a then-public company and global provider of mobile workforce solutions for service-based businesses of all sizes delivered as software-as-a-service, from 2013 to 2016 and served as its Chief Executive Officer from 2006 to 2016, where he was responsible for the company’s global operations and strategic direction. Prior to joining Fleetmatics, he served as Senior Vice President of the Americas of GEAC Computer Corporation Limited, a then-public software company, where he helped grow the company through a series of successful acquisitions in addition to delivering strong organic revenue growth. Prior to that, Mr. Travers served as Chief Executive Officer and Chief Operating Officer of Harbinger Corporation, a then-public company and leading provider of e-commerce software and services. Mr. Travers previously held senior level positions in sales, marketing and general management at Texas Instruments Inc. (Nasdaq: TXN), a semiconductor company. Mr. Travers earned his Business Administration degree from East Stroudsburg University of Pennsylvania and his Executive M.B.A. from the McCombs School of Business at the University of Texas in Austin, Texas.
Qualifications and Skills
Mr. Travers is qualified to serve on our Board because of his 30 years of industry experience leading multinational companies selling and marketing high technology products and services, and his diverse experience successfully building high growth companies in the public and private sectors.

Class I Directors Continuing in Office
Stan Vashovsky Chairman of the Board	Age: 50	Director since: 2021	Committee(s): None
Background
Mr. Vashovsky has served as our Chairman of the Board since November 2021. He served as our Chief Executive Officer from the Business Combination until December 2022. He previously co-founded and served as the Chief Executive Officer and Chairman of the board of directors of Ambulnz since its inception in 2015 until our Business Combination. Prior to Ambulnz, Mr. Vashovsky served as Chairman of the board of directors and Chief Executive Officer of Health Systems Solutions, a technology and services company, until its sale to a private equity firm in 2011. Mr. Vashovsky founded Medcare, a medical technology company, and served as its Chief Executive Officer and Founder until its acquisition by Philips Healthcare, a healthcare company, in 2005. After its acquisition, he served as Vice President of Software Innovation at Philips Healthcare from 2001 to 2007.
Qualifications and Skills
Mr. Vashovsky is qualified to serve on our Board because of his 25 years of healthcare technology experience and his 20 years as a volunteer paramedic.

Ira Smedra	Age: 74	Director since: 2021	Committee(s): AC, CC, NCGC
Background
Mr. Smedra has served as a member of our Board since November 2021. He previously served as a director of Ambulnz from 2015 until our Business Combination. Mr. Smedra founded and has served as President of the ARBA Group, a real estate investment company with a healthcare portfolio including more than 200 skilled nursing facilities located in eight states and two acute care hospitals, since April 1971. Mr. Smedra earned his B.A. in Psychology from the University of California, Los Angeles.
Qualifications and Skills
Mr. Smedra is qualified to serve on our Board because of his extensive experience in the healthcare industry.

Ely D. Tendler	Age: 55	Director since: 2021	Committee(s): None
Background
Mr. Tendler has served as a member of our Board and as our General Counsel and Secretary since November 2021. Mr. Tendler previously served as General Counsel of Ambulnz from 2015 and as a director since 2019, holding both positions until our Business Combination. Mr. Tendler also serves as Principal of Ely D. Tendler Strategic and Legal Services and has over 25 years of experience as an attorney, combining the law with extensive transactional, operational and managerial experience. In addition to DocGo and his private practice, Mr. Tendler has held various senior legal and executive positions, including as Special Counsel and interim General Counsel for Oscar Insurance Corporation, an insurance company, from 2013 to 2017, Managing Member of the Olympia Group, a C-level advisory firm, from 2008 to 2018, and General Counsel and Chief Legal Officer for IDT Telecom and IDT Corporation (NYSE: IDT), a communications and payment services company, from 2003 to 2008. Previously, Mr. Tendler was an Associate at Kramer Levin Naftalis & Frankel LLP, a law firm, where he was involved with over $50 billion of mergers and acquisitions and securities offerings. He earned his J.D. from Yale Law School and his B.A. from Yeshiva University.
Qualifications and Skills
Mr. Tendler is qualified to serve on our Board because of his extensive senior corporate leadership and legal experience.

Class III Directors Continuing in Office
Michael Burdiek	Age: 63	Director since: 2021	Committee(s): AC
Background
Mr. Burdiek has served as a member of our Board since November 2021. He previously served as Motion’s Chief Executive Officer and as a member of its board from its formation in August 2020 until our Business Combination. Mr. Burdiek served as President, Chief Executive Officer and director of CalAmp (Nasdaq: CAMP) from 2011 to March 2020. Prior to joining CalAmp, Mr. Burdiek served as President and Chief Executive Officer of Telenetics Corporation, a manufacturer of data communications products. Earlier in his career, Mr. Burdiek held a variety of technical and executive management roles at Comarco, Inc., a provider of test solutions to the wireless industry. Mr. Burdiek began his career as a design engineer with Hughes Aircraft Company. He currently serves as a member of the board of directors of Five9, Inc. (Nasdaq: FIVN), a SaaS cloud-based contact center software company, and IntelliShift, a provider of SaaS mobility management solutions. Mr. Burdiek earned his B.S. in Electrical Engineering from Kansas State University and his M.B.A. and M.S. in Electrical Engineering from California State University, Fullerton.
Qualifications and Skills
Mr. Burdiek is qualified to serve on our Board because of his extensive experience leading software and technology companies.

Steven Katz Lead Independent Director	Age: 75	Director since: 2021	Committee(s): AC*FE, CC, NCGC
Background
Mr. Katz has served as a member of our Board since November 2021 and as our Lead Independent Director since April 2023. Mr. Katz has served as the President of Steven Katz & Associates, Inc., a life sciences/healthcare and technology-based management consulting firm focusing on strategic planning, products and services, licensing/strategic alliances and raising capital, since 1982. He has led 13 corporate turnaround assignments as a Chief Executive Officer or Chief Operating Officer and has served on 15 public boards and six private boards, including NYSE, Nasdaq, AMEX and Bulletin Board companies. Since 2014, Mr. Katz has served as a member of the board of directors of Tiffen Holdings, Inc., a private company primarily engaged in the production and distribution of imaging accessories for the motion picture industry and the photography market. From 1983 to 1984, Mr. Katz served as Co-Founder and Executive Vice President of S.K.Y. Polymers, Inc., a bio-materials company. From 1981 to 1982, he served as Vice President and General Manager of a non-banking business unit of Citicorp (now Citigroup (NYSE: C)). From 1976 to 1980, Mr. Katz held various senior management positions at National Patent Development Corporation, a holding company, including serving as President of three subsidiaries. Earlier in his career, he worked at Revlon, Inc., a cosmetics company, and Price Waterhouse & Co. (now PricewaterhouseCoopers LLP). Mr. Katz has also advised many large non-profit healthcare entities and their boards. Mr. Katz earned his B.B.A. in Accounting from the City College of New York.
Qualifications and Skills
Mr. Katz is qualified to serve on our Board because of his extensive experience leading and advising life sciences and healthcare companies and his financial expertise.

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.

Board Diversity Matrix (As of April 26, 2023)
Total Number of Directors	7
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	5	—	1
Part II: Demographic Background
African American or Black	1	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	—	5	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did Not Disclose Demographic Background	—	—	—	1

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.”

Name	Audit and Compliance Committee	Compensation Committee	Nominating and Corporate Governance Committee
Stan Vashovsky
Michael Burdiek	Member
Steven Katz	Chair	Member	Member
Vina Leite		Member	Member
Ira Smedra	Member	Chair	Chair
Ely D. Tendler
James M. Travers
# of Meetings in 2022	7	6	4

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

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Option Awards ($)(2)		Total ($)
Michael Burdiek		—	$	160,000		—	$	160,000
Chris Fillo(3)		—		—		—		—
Steven Katz	$	81,250	$	160,000		—	$	241,250
Vina Leite		—		—	$	320,000	$	320,000
Ira Smedra		—	$	160,000		—	$	160,000
Ely D. Tendler		—	$	160,000		—	$	160,000
James M. Travers		—	$	160,000		—	$	160,000

____________

(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.

Name	Age (as of April 26)	Position
Anthony Capone	35	Chief Executive Officer
Lee Bienstock	39	President and Chief Operating Officer
Norman Rosenberg	53	Chief Financial Officer
Andre Oberholzer	64	Treasurer and Executive Vice President of Capital Markets and Strategy
Stephen Sugrue	51	Chief Compliance Officer
Ely D. Tendler(1)	55	Director, General Counsel and Secretary

____________

(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:

Named Executive Officer		Title
Stan Vashovsky		Non-Executive Chairman and Former Chief Executive Officer(1)
Anthony Capone		Chief Executive Officer(1)
Lee Bienstock		President and Chief Operating Officer(2)

____________

(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.

Name	Year	Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)(3)		All Other Compensation ($)(4)		Total ($)
Stan Vashovsky	2022	$	571,000	$	1,850,000		—		—	$	27,105	$	2,448,105
Non-Executive Chairman and Former Chief Executive Officer

SEC Form DEF 14A filed by DocGo Inc.