modv-20250430

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Information Required in Proxy Statement

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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 Pursuant to §240.14a-12

ModivCare Inc.

(Name of Registrant as Specified In Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒			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.

Dear Stockholder:

April 30, 2025

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of ModivCare Inc., which will be held on Tuesday, June 17, 2025, at 10:00 a.m. Mountain Daylight Time, at 6900 E. Layton Avenue, 12th Floor, Denver, CO 80237.

At the annual meeting you will be asked to consider and vote on the proposals described in the accompanying notice of annual meeting and proxy statement, as well as such other business as may properly come before the annual meeting.

Your vote is important, and we encourage you to vote promptly. For record holders, regardless of whether you are able to attend the upcoming annual meeting in person, please follow the instructions contained in the proxy statement on how to vote via the Internet, by telephone, or request a paper proxy card to complete, sign and return by mail so that your shares may be voted. If your shares are held in the name of a broker, bank or other intermediary holder of record, follow the voting instructions you receive from the holder of record to vote your shares.

On behalf of the board of directors and management of the Company, I extend our appreciation for your continued support.

L. Heath Sampson

President, Chief Executive Officer and Director


Notice of Annual Meeting of Stockholders
To our Stockholders: Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of ModivCare Inc., a Delaware corporation (the “Company”), will be held at 6900 E. Layton Avenue, 12th Floor, Denver, CO 80237, at 10:00 a.m. Mountain Daylight Time on Tuesday, June 17, 2025. The Annual Meeting is being held for the following purposes:

1			To elect the seven directors named in the proxy statement to serve for one-year terms;

2			To hold a non-binding advisory vote to approve named executive officer compensation;
3			To ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the 2025 fiscal year; and
4			To transact such other business as may properly come before the Annual Meeting or any adjournment, postponement or rescheduling thereof.

Only stockholders of record of the Company’s common stock, $0.001 par value per share, as shown by the transfer books of the Company, at the close of business on April 21, 2025, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment, postponement or rescheduling thereof. All stockholders are cordially invited to attend the Annual Meeting in person. To ensure your representation at the Annual Meeting, however, you are urged to vote your shares in advance of the Annual Meeting by using one of the methods outlined in the proxy statement. By Order of the Board of Directors, Faisal Khan Senior Vice President, General Counsel & Secretary





						Meeting Date ____ June 17, 2025


						Meeting Time ____ 10:00 a.m. Mountain Daylight Time


						Meeting Place ____ 6900 E. Layton Avenue, 12th Floor Denver, CO 80237



			Your vote is important. ____ In order to ensure your representation at the meeting, please vote your shares using one of the methods outlined in the accompanying proxy statement as promptly as possible. See “Voting Procedures” in the proxy statement for further details. If you do attend the meeting, you may, if you prefer, revoke your proxy and vote your shares in person.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on Tuesday, June 17, 2025. The Proxy Statement, form of proxy card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available free of charge at www.proxyvote.com.

We have elected to provide access to you to our proxy materials over the Internet, and we have mailed to you a Notice of Internet Availability of Proxy Materials with instructions for accessing our proxy materials and voting via the Internet and for how you may obtain paper copies of our proxy materials if you so choose.

Table of Contents


1			Proxy Statement for 2025 Annual Meeting of Stockholders
2			Proxy Statement Summary
5			Voting Procedures
8			Voting Securities of Certain Beneficial Owners and Management
10			Proposal 1: Election of Directors
22			Corporate Governance
31			Executive Compensation

58			Proposal 2: Advisory vote to approve named executive officer compensation
60			Proposal 3: Ratification of appointment of independent registered public accounting firm
61			Audit Committee Report
62			Independent Registered Public Accountants
63			Stockholder Proposals for 2026 Annual Meeting
64			Other Matters
65			Additional Information
66			Householding

Proxy Statement For 2025
Annual Meeting of Stockholders

2025 Annual Meeting of Stockholders

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of ModivCare Inc., a Delaware corporation (the “Company”), for use at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company, to be held at 6900 E. Layton Avenue, 12th Floor, Denver, CO 80237, at 10:00 a.m. Mountain Daylight Time on Tuesday, June 17, 2025, and at any adjournment, postponement or rescheduling of the meeting, for the purposes set forth herein and in the attached notice of the Annual Meeting.

As is the practice of many other companies, the Company provides proxy materials by a “notice and access” process through the Internet. Those stockholders who wish to receive paper proxy materials may request a complimentary copy from the Company by following the instructions on the notice they received.

Only stockholders of record, as shown on the transfer books of the Company, at the close of business on April 21, 2025 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment, postponement or rescheduling thereof. On the Record Date, there were 14,349,099 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting. The Common Stock is the only outstanding class of capital stock of the Company with voting rights. The Common Stock votes as a single class, with each share of Common Stock entitled to one vote on each matter to be considered at the Annual Meeting.

The principal executive offices of the Company are located at 6900 E. Layton Avenue, 12th Floor, Denver, CO 80237 and the telephone number of the Company is (800) 486-7647. To obtain directions to the location of our principal executive offices, where the Annual Meeting will be held in person, please contact our Corporate Secretary at that address or telephone number. References to the “Company,” “ModivCare,” “we,” “us” or “our” and similar terms mean ModivCare Inc. and, except as otherwise specified herein, its subsidiaries. When such terms are used in reference to the Common Stock, they refer specifically to ModivCare Inc.

This Proxy Statement and accompanying proxy card are being provided to Company stockholders on or about April 30, 2025.


Modivcare 2025 Proxy Statement			1


			TABLE OF CONTENTS

Proxy Statement Summary

Proposals to Be Voted Upon at the Annual Meeting

Proposal Description

Board Recommendation

Where to Find More Information

Election of the seven Directors named in the proxy statement

FOR

all nominees

Approval of non-binding advisory vote to approve named executive officer compensation

FOR

Ratification of appointment of KPMG LLP as the independent registered public accounting firm of the Company for 2025

FOR

About the Company

ModivCare Inc. is a technology-enabled healthcare services company that provides a suite of integrated supportive care solutions for public and private payors and their members. Its value-based solutions address the social determinants of health, or SDoH, by connecting members to essential care services. By doing so, ModivCare helps health plans manage risks, reduce costs, and improve health outcomes. ModivCare is a provider of non-emergency medical transportation, or NEMT, personal care services, or PCS, and in-home monitoring solutions, or Monitoring, which serve similar, highly vulnerable patient populations. The technology-enabled operating model in its NEMT segment includes the coordination of non-emergency medical transportation services supported by an infrastructure of core competencies in risk underwriting, contact center management, network credentialing, and claims management. Additionally, its personal care services in its PCS segment include placements of non-medical personal care assistants, home health aides and nurses primarily to Medicaid patient populations in need of care monitoring and assistance performing daily living activities in the home setting. ModivCare’s in-home monitoring solutions in its Monitoring segment include in-home clinical monitoring and quality improvement services that leverage personal emergency response systems, or PERS, vitals monitoring devices, relationship-based care and data-driven patient engagement solutions.


			Corporate Governance Highlights We have structured our corporate governance program to promote the long-term interests of stockholders, strengthen the accountability of our Board and management, and help build public trust in the Company. Highlights of our efforts include:


						Separation of the Chair of the Board and Chief Executive Officer roles


						All Board committees chaired by independent directors, and all directors are independent other than our CEO director

						Active Board and Board committee role in overseeing management of the Company’s risks



						Annual Board and Board committee self-evaluations

						Equity ownership guidelines for directors and executive officers



						Cash and equity award plans with clawback provisions





						Anti-hedging and anti-pledging policies for directors and executive officers


						Reasonable director tenure, with an average of three years of service



						Regular executive sessions of non-employee directors


						No poison pill


2			Modivcare 2025 Proxy Statement


TABLE OF CONTENTS			Proxy Statement Summary

Business Highlights

During 2024, the Company continued the evolution of its business and technology that had positive impacts on its clients, transportation providers and members. The Company also retained core members of its executive leadership team, which was further enhanced by the addition of Chelsey Berstler, Executive Vice President of Personal Care Services. Economic pressure and rising costs had a significant impact on the Company’s payor clients which led to the attrition of clients. The Company delivered leading supportive care services to its payor partners and their members across its segments. NEMT successfully navigated challenges related to Medicaid redetermination and an evolving Medicare Advantage landscape. PCS transitioned from a decentralized model to a centralized hybrid operating model, balancing operational efficiency with local market expertise. Monitoring made strategic investments with the launch of chronic condition monitoring and virtual care management services.

Performance Highlights

While 2024 proved to be a challenging year in the complex and dynamic markets that the Company serves, the efforts of this executive leadership team during 2024 resulted in the Company maintaining consistent revenue compared to 2023 despite the significant disruption in 2024 from Medicaid redetermination, surging healthcare utilization and lower Medicare Advantage reimbursements. Additionally, the Company’s 2024 performance saw an increase in NEMT ride utilization and growth in the Personal Care segment, but these improvements were offset in part by Medicaid redetermination and contract churn.

2020 - 2024 Financial Detail

1.The increase in revenue from 2020 to 2021 is related to the acquisition of Simplura Health Group in November 2020. The increase in revenue from 2021 to 2022 is related to the acquisitions of Care Finders Total Care, LLC and VRI Intermediate Holdings, LLC, both in September 2021.

2.The net loss in 2023 and 2024 is related to a goodwill impairment charge that was recorded during the second quarter of 2023 and 2024, respectively.

3.Adjusted EBITDA is a financial measure that is not presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. A reconciliation of Adjusted EBITDA to net income (loss), its most directly comparable GAAP financial measure, is provided in Appendix A to this Proxy Statement.

Executive Compensation Highlights

ModivCare’s executive compensation philosophy is designed to attract, motivate and retain highly talented individuals by:

Designing aggregate total direct compensation to be competitive while allowing Company and/or individual performance to drive actual compensation up or down

Ensuring that there is a strong link between pay and performance against our business strategy, the metrics in our incentive programs, and the business results driving stockholder value

Aligning performance-driven compensation with stockholder interests, with a percentage of total pay tied to stock performance

Mitigating financial risk through sound plan design and decision-making, and with ongoing oversight

Our Compensation Committee uses balanced compensation practices to ensure that there is alignment in pay for performance for our executives.


Modivcare 2025 Proxy Statement			3


Proxy Statement Summary			TABLE OF CONTENTS

Culture of Inclusivity Highlights

Our team members serve our clients and members with compassion and care and are a reflection of the communities in which they live and work as well as the members they serve. With shared values around providing quality access to health care services in the communities we serve, our team members put passion into action using their qualifications and broad range of experiences which has helped us achieve our success to date. A key component of our growth and success is our focus on building a culture of belonging. We believe this commitment allows us to better understand member needs, while developing processes and solutions to meet those needs. We create and foster an inclusive, rewarding work environment, one that is fueled by our talented people who are united in quality care, innovative approaches, and community support. We believe that our dedication to embedding culture of inclusion and belonging throughout our Company and in our decision-making helps to cultivate a workplace that reflects the unique qualities of our members, clients, and team members.

Sustainability Highlights

We are committed to furthering our sustainability practices which are intended to create value for our stockholders and other stakeholders by building trust, driving innovation, mitigating risk, fostering team member engagement, increasing productivity and reducing costs. As a mission-driven supportive care services company, we are committed to integrating sustainability into our business strategy while addressing the social determinants of health. We are committed to responsible corporate citizenship and we continue to make progress on our sustainability initiatives as we provide high quality care and services every day to approximately 30 million members nationwide. While we are in the early stages of this journey, we are committed to advancing our sustainability practices as we focus on leveling the inequities in healthcare through our supportive care services, whether by providing a ride to a healthcare appointment, assisting with activities of daily living or engaging with a member who has a health emergency. We believe that these critical services should be provided equitably nationwide, especially for the most vulnerable populations. We focus on sustainability risks and opportunities that are believed to be the most relevant to our business and the most impactful to our stakeholders and the communities we serve. We encourage all of our team members to advance our sustainability initiatives in their daily routines as we work to drive positive health outcomes by transforming how we connect people to care. We published our 2023 Sustainability Report in May 2024 to showcase the achievements we have made related to sustainability. The Sustainability Report is accessible on ModivCare’s Investor Relations website at investors.modivcare.com. We have aligned the content of this report to our sustainability framework, composed of the following four pillars:

Responsible Business Practices

Member Support

Our Team

Environmental Management

We are committed to upholding ethical business practices, operating with high standards of compliance and corporate governance, and managing the business in a manner consistent with our values and purpose.

We are committed to providing vulnerable populations supportive services in a safe and ethical way, enabling greater access to care, reducing costs, and improving outcomes.

We foster a diverse, inclusive, and safe workplace where our team members can learn, develop, contribute, thrive, and have a sense of belonging.

We are monitoring the environmental impact from our operational footprint, vendors and partners, in alignment with our intentions of responsible environmental stewardship.


4			Modivcare 2025 Proxy Statement


TABLE OF CONTENTS

Voting Procedures

The presence, in person or represented by proxy, of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions will be included in the number of shares present at the Annual Meeting for the purposes of determining the presence of a quorum. So-called “broker non-votes” (described below) are not relevant in determining the absence or presence of a quorum at the Annual Meeting.

If you hold your shares in “street name” (that is, your shares are held in an account at and registered in the name of a brokerage firm, bank, broker-dealer or similar organization), your broker or other organization may exercise discretion to vote your shares under limited circumstances if you do not provide voting instructions before the Annual Meeting. These circumstances include voting your shares on so-called “routine matters,” such as the ratification of the appointment of our independent registered public accounting firm. With respect to routine matters, if you do not vote your shares, your bank, broker or other organization may vote your shares on your behalf or leave your shares unvoted. The election of directors and the non-binding advisory vote approving executive compensation, however, are not considered routine matters. When a proposal is not a routine matter and the brokerage firm or other organization has not received specific voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. In circumstances when there are both routine matters and non-routine matters being considered at the same meeting, such as at our upcoming Annual Meeting, the record owner brokers or other organizations that do not receive specific voting instructions from their beneficial owners are “entitled to vote” on the routine matter but not “entitled to vote” on the non-routine matters. This circumstance results in a “broker non-vote” on each of the non-routine matters. Accordingly, it is particularly important that beneficial owners instruct their brokers or other organizations how they wish to vote their shares on all matters to ensure their votes are counted as intended.

Approval of Proposal 1

Requires that the number of votes cast for each director nominee exceed the number of votes cast against each director nominee. Abstentions and broker non-votes are not considered votes cast for or against the election of directors and thus will have no effect on the election of directors.

Approval of Proposal 2

Requires the affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting. Abstentions are considered present and entitled to vote on this proposal and will have the same legal effect as votes against such proposal. As a non-routine matter, we expect broker non-votes on this proposal, however, these broker non-votes will not count as votes for or against such proposal at the Annual Meeting because they represent shares not “entitled to vote” on the matter and thus will have no effect on the outcome of the voting on this proposal.

Approval of Proposal 3

Requires the affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting. Abstentions are considered present and entitled to vote on Proposal 3 and will have the same legal effect as votes against such proposal. There are not expected to be any broker non-votes associated with this proposal, as the ratification of the appointment of our independent registered public accounting firm is a routine matter upon which record holder brokers and other organizations are entitled to vote the shares without specific instructions from their beneficial owners. As a result, if your shares are held in “street name” and you do not give your bank, broker or other organization instructions on how to vote, your shares may be voted by the bank, broker or other organization in its discretion.

Notice and Access

The Company uses the Internet as the primary means of furnishing proxy materials to stockholders. Stockholders will have received a Notice of Internet Availability of Proxy Materials (the “Notice”) with instructions for accessing the full proxy materials and voting via the Internet. The Notice will also provide information on how stockholders may obtain, without charge, paper copies of our proxy materials. The Company’s proxy materials are also available at www.proxyvote.com.


Modivcare 2025 Proxy Statement			5


Voting Procedures			TABLE OF CONTENTS

Stockholder of Record

If you are the stockholder of record with respect to your shares (that is, your shares are registered directly in your name with the Company’s transfer agent, Computershare Trust Company, N.A.), you may vote using the following methods:


						In Person. You may vote in person at the Annual Meeting by requesting a ballot from a Company representative when you arrive.
						Internet. You may vote by Internet at www.proxyvote.com. You will be prompted to enter your Control Number located on the Notice or proxy card and then follow the instructions provided to vote.
						Telephone. You may vote by telephone at (800) 690-6903. You will be prompted to enter your Control Number located on the Notice or proxy card and then follow the instructions provided to vote.
						Mail. If you requested printed copies of the proxy materials by mail, you may vote by proxy at the Annual Meeting by filling out the proxy card and following the voting instruction form included with your proxy materials and returning the properly completed proxy card in the envelope provided.

The deadline for registered stockholders to vote by Internet, telephone or mail is 11:59 p.m. Eastern Time on June 16, 2025.

Beneficial Owner of Shares Held in Street Name

If you are the beneficial owner of shares held in street name (that is, your shares are held in an account at and registered in the name of a brokerage firm, bank, broker-dealer or similar organization), you may vote using the following methods:


						In Person. You must obtain a “legal proxy” from the organization that holds your shares. A legal proxy is a written document that authorizes you to vote your shares held in street name at the Annual Meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy. You must bring a copy of the legal proxy to the Annual Meeting and ask for a ballot from a Company representative when you arrive. In order for your vote to be counted, you must hand both the copy of the legal proxy and your completed ballot to a Company representative to be provided to the inspector of elections.
						Internet and Telephone. See the materials you received from your broker or other record holder organization to determine your ability to instruct your broker or other organization how you wish to cast your vote by Internet or telephone.
						Mail. If you requested printed copies of the proxy materials by mail, you may vote by following the instructions of your bank, broker or other organization about how you wish to cast or instruct your organization how to cast your vote.

Changing or Revoking Your Vote

If you are a record holder of shares of Common Stock, after voting, you may change your vote one or more times by completing and returning a later dated and new proxy card to the Company, by voting again either by Internet or telephone as described in this Proxy Statement, or by voting in person at the Annual Meeting. You may request a new proxy card from the Company’s Corporate Secretary at the address below. You may revoke a proxy before its exercise by filing written notice of revocation with the Company’s Corporate Secretary at 6900 E. Layton Avenue, 12th Floor, Denver, CO 80237, before the Annual Meeting. The last vote received chronologically will supersede any prior votes. The deadline for registered stockholders to change their vote by Internet or telephone is 11:59 p.m. Eastern Time on June 16, 2025.

If you hold your shares as a beneficial holder through a brokerage firm, bank, broker-dealer or similar organization, please refer to your organization’s proxy card or other information forwarded by such organization to learn how you can revoke your proxy instructions and change your or your organization’s vote.


6			Modivcare 2025 Proxy Statement


TABLE OF CONTENTS			Voting Procedures

Failure to Provide Voting Instructions

Other than with respect to broker non-votes, if you submit a signed proxy card or vote by Internet or telephone, but do not indicate how you want your shares voted, the persons acting as proxies will vote your shares of Common Stock:

“FOR”

the election of the director nominees, Todd J. Carter, Alec Cunningham, David Mounts Gonzales, Leslie V. Norwalk, Erin L. Russell, L. Heath Sampson and Daniel B. Silvers;

“FOR”

the non-binding advisory vote to approve named executive officer compensation;

“FOR”

the ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the 2025 fiscal year.

With respect to any other matter that properly comes before the Annual Meeting, which is not expected, the proxy holders will vote the proxies in their discretion in accordance with their best judgment and in the manner they believe to be in the best interests of the Company and its stockholders.

Solicitation of Proxies

The entire cost of soliciting proxies, including the costs of preparing, assembling and, to the extent applicable, mailing the Notice, this Proxy Statement, the proxy card and any additional soliciting materials furnished to stockholders, will be borne by the Company. In addition to solicitation by mail, officers, directors or employees of the Company may solicit proxies in person or by telephone, facsimile or similar means without additional compensation. Upon request, the Company will pay the reasonable expenses incurred by record holders of the Common Stock who are brokers, dealers, banks or voting trustees, or their nominees, for sending proxy materials and the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) to the beneficial owners of the shares they hold of record.

As mentioned above, the Company is not presently aware of any matters that will be brought before the Annual Meeting that are not reflected in the attached Notice of the Annual Meeting. If any such matters are brought before the Annual Meeting, the persons acting as proxies will act or vote in accordance with their best judgment.


Modivcare 2025 Proxy Statement			7


			TABLE OF CONTENTS

Voting Securities of Certain Beneficial Owners and Management

The following table sets forth certain information, as of the Record Date, with respect to the beneficial ownership of ModivCare’s Common Stock by (a) each stockholder known by us to own beneficially more than 5% of the outstanding voting power of our Common Stock, (b) each of ModivCare’s directors and nominees for director, (c) each of ModivCare’s executive officers named in the “Summary Compensation Table” which follows, who are our named executive officers, and (d) all of ModivCare’s current directors and executive officers as a group. Except as otherwise specified, the named beneficial owner has sole voting and investment power with respect to the shares and the address for each beneficial owner of more than 5% of our Common Stock, director, director nominee and named executive officer is: c/o ModivCare Inc., 6900 E. Layton Avenue, 12th Floor, Denver, CO 80237.



Name of Beneficial Owner	No. of Shares of Common Stock Beneficially Owned(1)	Percent of Class(1)

5% or greater security holders
Coliseum Capital Management, LLC(2)	4,485,175	31.3	%
AI Catalyst Fund, LP(3)	2,130,000	14.8	%
Neuberger Berman Group LLC(4)	1,609,338	11.2	%
Q Global Capital Management, L.P.(5)	1,221,933	8.5	%
BlackRock, Inc.(6)	886,582	6.2	%

Directors
Todd J. Carter	16,777	*
Alec Cunningham	—	—
David Mounts Gonzales(3)	2,130,000	14.8	%
Leslie V. Norwalk	18,830	*
Erin L. Russell	—	—
L. Heath Sampson(7)	32,744	*
Daniel B. Silvers	—	—
Non-Director Named Executive Officers
Barbara Gutierrez(8)	4,081	*
Chelsey Berstler(9)	—	—
Jessica Kral10)	6,355	*
Henry Toledo(11)	5,557	*
Anne Bailey(12)	—	—
Ilias Simpson(13)	759	*
All current directors and executive officers as a group (13 persons)	2,218,594	15.5	%

* Less than 1 %

1.The securities “beneficially owned” by each stockholder are determined in accordance with the definition of “beneficial ownership” set forth in the regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they may include securities to which the stockholder has or shares voting or investment power or has the right to acquire voting or investment power within 60 days of the Record Date. Beneficial ownership may be disclaimed as to certain of the securities. As of the Record Date there were 14,349,099 shares of the Common Stock outstanding. The Common Stock is the only outstanding class of capital stock of the Company with voting rights. The Common Stock votes as a single class, with each share of Common Stock entitled to one vote on each matter presented at the Annual Meeting.

2.This information is based on ownership information reported in the Schedule 13D/A filed with the SEC on January 14, 2025 by Coliseum Capital Management, LLC (“CCM”), Coliseum Capital, LLC (“CC”), Coliseum Capital Partners, L.P. (“CCP”), Coliseum Capital Partners II, L.P. (“CCP2”), Adam Gray and Christopher Shackelton (105 Rowayton Avenue, Rowayton, CT 06853) and on the Form 4 filed with the SEC by the same entities and individuals on January 14, 2025. Based on information available in the Schedule 13D/A and the Form 4, the shares are held directly by (a) CCP, an investment limited partnership of which CC is general partner and for which CCM, a Delaware limited liability company, serves as investment adviser, (b) CCP2, an investment limited partnership of which CC is general partner and for


8			Modivcare 2025 Proxy Statement


TABLE OF CONTENTS			Voting Securities of Certain Beneficial Owners and Management

which CCM serves as investment adviser, (c) a separate account investment advisory client of CCM (the “Separate Account,” and, collectively with CCP and CCP2, the “Coliseum Stockholders”). CCM, Christopher Shackelton, and Adam Gray each have shared voting and shared dispositive power over 4,485,175 shares, CC has shared voting and shared dispositive power over 3,576,621 shares, CCP has shared voting and shared dispositive power over 3,463,284 shares, CCP2 has shared voting and shared dispositive power over 113,337 shares, and the Separate Account has shared voting and shared dispositive power over 908,554 shares. Christopher Shackelton, the former Chairman of our Board, and Adam Gray are managers of and have an ownership in each of CCM and CC and may be deemed to have an indirect pecuniary interest in the shares held by CCP, CCP2 and the Separate Account due to CCM’s right to receive performance-related fees from the Separate Account and CC’s right to receive performance-related fees from CCP and CCP2. Each of Christopher Shackelton, Adam Gray, CCP, CCP2, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person’s own pecuniary interest therein.

3.This information is based on the Schedule 13D/A filed with the SEC by AI Catalyst Fund, L.P., The AI Catalyst Fund GP, LLC and David Mounts Gonzales (1 W 4th Street, Suite 740, Winston-Salem, NC 27101) on March 7, 2025 and includes 2,130,000 shares over which the reporting persons each have shared voting and dispositive power.

4.This information is based on the Schedule 13G/A filed with the SEC by Neuberger Berman Group LLC (“Neuberger”) and Neuberger Berman Investment Advisers LLC (“Neuberger Investment”) (1290 Avenue of the Americas, New York, NY 10104) on May 9, 2024. Neuberger has shared voting power over 1,550,011 shares and shared dispositive power over 1,609,338 shares. Neuberger Investment has shared voting power over 1,549,892 shares and shared dispositive power over 1,609,219 shares.

5.This information is based on the Schedule 13G filed with the SEC by Q Global Capital Management, L.P., Q Global Advisors, LLC, Renegade Swish, LLC and Raynor Geoffrey (301 Commerce Street, Suite 3200, Fort Worth, TX 76102) on January 13, 2025 and includes 1,221,933 shares over which the reporting persons each have shared voting and dispositive power.

6.This information is based on the Schedule 13G/A filed with the SEC by BlackRock, Inc. (55 East 52nd Street, New York, NY 10055) on May 8, 2024, and includes 872,208 shares over which the reporting person reports having sole voting power and 886,582 shares over which the reporting person has sole dispositive power.

7.The shares reported include 17,154 shares of Common Stock issuable upon the exercise of stock options that are currently exercisable. The shares reported do not include 20,318 unvested restricted stock units (“RSUs”), 526 unvested stock options or 47,454 unvested Performance Restricted Stock Units (“PRSUs”), in each case, which vest more than 60 days from the Record Date.

8.The shares reported do not include 9,804 unvested RSUs or 22,062 unvested PRSUs, in each case, which vest more than 60 days from the Record Date.

9.The shares reported do not include 6,518 unvested RSUs or 9,777 unvested PRSUs, in each case, which vest more than 60 days from the Record Date.

10.The shares reported do not include 5,351 unvested RSUs or 11,866 unvested PRSUs, in each case, which vest more than 60 days from the Record Date.

11.The shares reported do not include 15,713 unvested RSUs or 20,916 unvested PRSUs, in each case, which vest more than 60 days from the Record Date.

12.Ms. Bailey’s service as an executive officer of the company terminated on June 21, 2024.

13.Mr. Simpson’s service as an executive officer of the company terminated on May 2, 2024.


Modivcare 2025 Proxy Statement			9


			TABLE OF CONTENTS

Proposal One:
Election of Directors

The Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), provides that the number of directors be between four and eleven, as determined by the Board. In accordance with the Company’s Credit Agreement dated February 3, 2022, with JPMorgan Chase Bank, N.A., as administrative agent, swing line lender and an issuing bank, Wells Fargo Bank, National Association, as an issuing bank, Truist Bank and Wells Fargo Bank, National Association, as co-syndication agents, Deutsche Bank AG New York Branch, Bank of America, N.A., Regions Bank, Bank of Montreal and Capital One, National Association, as co-documentation agents, and JPMorgan Chase Bank, N.A., Truist Securities, Inc. and Wells Fargo Securities, LLC, as joint bookrunners and joint lead arrangers, and the other lenders party thereto, as amended through Amendment No. 5 thereto (“Amendment No. 5”) dated January 9, 2025 (as so amended through Amendment No. 5, the “Credit Agreement”; the lenders party to the Credit Agreement are referred to herein as the “Lenders”), the Board currently has established the total number of directors to be seven.

Under the Company’s Bylaws, to be elected in an uncontested election such as the election at this year’s Annual Meeting, a director nominee must receive more votes cast for such director nominee than cast against such director nominee. In an uncontested election, an incumbent director nominee must submit an irrevocable resignation that will be given effect only if (i) that director receives fewer votes cast for the director than against the director, and (ii) the resignation is accepted by the Board in accordance with the policies and procedures adopted by the Board for such purpose. In the event an incumbent director does not receive more votes cast for the director than against in an uncontested election, the Nominating and Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation or whether other action should be taken. The Board is required to act on the Nominating and Governance Committee’s recommendation no later than 90 days following certification of the stockholder vote. If any incumbent director does not receive more votes cast for the director’s election than against, the Board will publicly disclose its decision regarding accepting or not accepting a resignation within four business days of reaching its decision.

The Board proposes the election of Todd J. Carter, Alec Cunningham, David Mounts Gonzales, Leslie V. Norwalk, Erin L. Russell, L. Heath Sampson and Daniel B. Silvers for one-year terms expiring at the 2026 Annual Meeting. The director nominees were nominated by the Nominating and Governance Committee of our Board, which nomination was confirmed by the Board. Each nominee has consented to serve as a nominee for election to the Board, to be named in the Proxy Statement and to serve as a member of the Board if elected by the Company’s stockholders. Information regarding each nominee is set forth below.

Board Recommendation

____

The Board unanimously recommends that the stockholders vote “FOR” the election of Todd J. Carter, Alec Cunningham, David Mounts Gonzales, Leslie V. Norwalk, Erin L. Russell, L. Heath Sampson and Daniel B. Silvers as directors of the Company for one-year terms.


10			Modivcare 2025 Proxy Statement


TABLE OF CONTENTS			Proposal One

The Board has no reason to believe that the Board’s nominees will be unable to serve or will not serve if elected. If, at the time of the Annual Meeting, any nominee becomes unavailable for any reason for election as a director, the persons entitled to vote as proxy will vote for the election of such substitute(s), if any, as the Board may recommend.

All of our director nominees are incumbent directors of the Company, and each of Messrs. Carter and Sampson and Ms. Norwalk were previously elected by the stockholders at the 2024 Annual Meeting.

Unless directed otherwise, the persons acting as proxies intend to vote for the election of the listed nominees or, in the event of death, disqualification, refusal or inability of a nominee to serve, for the election of such other person as the Board may recommend in the place of such nominee to fill the vacancy.

The following table sets forth information with respect to the director nominees standing for election at the Annual Meeting as of the Record Date.


Name			Age
Todd J. Carter			61
Alec Cunningham			58
David Mounts Gonzales			61
Leslie V. Norwalk			59
Erin L. Russell			50
L. Heath Sampson			54
Daniel B. Silvers			48

The process undertaken by the Nominating and Governance Committee in selecting qualified director candidates is described below under the caption “Corporate Governance—Director Nomination Process—Director Nominee Selection Process.” Certain individual qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole are described in each director’s biography.


Modivcare 2025 Proxy Statement			11


Proposal One			TABLE OF CONTENTS

Director Nominees


						Todd J. Carter ____ Todd J. Carter is Chairman of Global Technology at Houlihan Lokey. Prior to assuming his role at Houlihan Lokey in October 2021, Mr. Carter served as Chief Executive Officer and Co-Founder of GCA Advisors, LLC (“GCA”), a global independent investment banking firm, since 2008 until GCA was acquired by Houlihan Lokey in October 2021. Mr. Carter also served on the board of directors of GCA. Prior to that, Mr. Carter served as Chairman, President and Chief Executive Officer of Savvian Inc., a global investment banking firm, and Perseus Group, a global asset management and investment banking firm. Prior to 2003, he was President of Robertson Stephens & Company Inc., a global investment banking and asset management firm, and served on the firm’s board of directors. Earlier in his career, Mr. Carter was employed by McKinsey & Company and Smith Barney Inc. Over the past two decades, Mr. Carter has advised on over 1,500 mergers and acquisitions, financings, takeover defenses, leveraged buyouts, divestures, leveraged recapitalizations, joint ventures, stock buybacks, and restructurings and has been actively involved as an early-stage and growth investor, primarily focused on the technology industry. He has invested in more than 100 companies, several of which he co-founded. Mr. Carter has also served on a number of public and private company boards as well as advisory and nonprofit boards. In the nonprofit area, he currently serves on UCSF’s Board of Overseers and the boards of Education SuperHighway and The Conservation Fund. Other selected involvement includes serving as Chairman of OneD Battery Science, a nanowire-material, high-performance battery company, and on advisory boards such as Foresite Capital and Victory Park Capital. Mr. Carter received a bachelor’s degree from the University of Texas and an MBA degree from Harvard Business School. Mr. Carter brings to the Board global investment banking experience, including his service as founder and chief executive officer of a large independent global investment bank, and his extensive financial expertise and experience in the transaction advisory industry, as well as a broad span of expertise in the financial advisory and mergers and acquisitions sectors.

Board Committees: Compensation Committee member

Director Since: 2016


12			Modivcare 2025 Proxy Statement

SEC Form DEF 14A filed by ModivCare Inc.