DCGO DEF 14A Report ended April 24, 2025

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

________________

SCHEDULE 14A

________________

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

Check the appropriate box:

DocGo Inc.

(Name of Registrant as Specified in Its Charter)

________________________________________________________________

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

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

685 Third Avenue, 9 th Floor, New York, New York 10017

NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 17, 2025

To the Stockholders of DocGo Inc.:

DocGo Inc. (the “Company”) will hold its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, June 17, 2025 at 12:00 p.m. Eastern Time. The Annual Meeting will be a virtual meeting conducted exclusively online via live audio webcast at www.virtualshareholdermeeting.com/DCGO2025 . 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 three Class I director nominees named in the accompanying Proxy Statement to serve for a three -year term until the 2028 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified or until their earlier resignation, death, disqualification or removal;

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

(3) To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation regarding the waiver of corporate opportunities;

(4) To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law;

(5) To ratify the appointment of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and

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

The Board of Directors of the Company (the “Board”) has fixed April 21, 2025 as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. As permitted by the U.S. Securities and Exchange Commission (“SEC”), we are providing access to our proxy materials online under the SEC’s “notice and access” rules. As a result, unless stockholders previously requested electronic or paper delivery on an ongoing basis, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our Proxy Statement, our Annual Report on Form 10 -K for the fiscal year ended December 31, 2024 (the “Annual Report”) and our form of proxy card or voting instruction card (collectively, the “Proxy Materials”). The Notice contains instructions on how to access the Proxy Materials online. The Notice also contains instructions on how stockholders can receive a paper copy of our Proxy Materials. If you elect to receive a paper copy, our Proxy Materials will be mailed to you. This distribution process is more resource- and cost -efficient . The Notice was first mailed, and the Proxy Materials were first made available, to our stockholders on or about April 24, 2025.

All stockholders are cordially invited to attend our Annual Meeting, conducted virtually via live audio webcast at www.virtualshareholdermeeting.com/DCGO2025 . Specifically, to attend the Annual Meeting, vote or submit questions during the Annual Meeting, stockholders of record will be required to visit the meeting website listed above and log in using their 16 -digit control number included on their proxy card or Notice. Beneficial owners whose Notice or voting instruction form indicates that they may vote shares through the www.proxyvote.com website may access, attend/participate in and vote at the Annual Meeting with the 16 -digit access code indicated on that voting instruction form or Notice. Otherwise, beneficial owners should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting. When accessing our Annual Meeting, please allow ample time for online check -in , which will begin at 11:45 a.m. Eastern Time on Tuesday, June 17, 2025.

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

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

By Order of the Board,

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement (this “Proxy Statement”). This summary does not contain all the information you should consider in voting your shares of common stock. Please read the complete Proxy Statement and our Annual Report on Form 10 -K for the fiscal year ended December 31, 2024 (the “Annual Report”) carefully before voting.

About the Company

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

Meeting Information

How to Vote

Your vote is important. You may vote your shares in advance of the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) via the Internet; by telephone, in accordance with instructions on your proxy card or voting instruction form; or by using the proxy card or voting instruction form provided with the printed Proxy Statement and Annual Report (collectively, the “Proxy Materials”); or during the meeting by attending and voting electronically. Please refer to the section “How Do I Vote?” in the section entitled “Questions and Answers About the Proxy Materials and Voting” for detailed voting instructions. If you vote via the Internet or by telephone or plan to vote electronically during the Annual Meeting, you do not need to mail in a proxy card.

We first began sending our stockholders the Notice and made our Proxy Materials available on or about April 24, 2025.

Voting Matters

Information Regarding our Directors

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AC : Audit and Compliance Committee

CC : Compensation Committee

NCGC : Nominating and Corporate Governance Committee

* : Committee Chair

​ FE : Audit Committee Financial Expert

TABLE OF CONTENTS

LEGAL MATTERS

Forward -Looking Statements. This Proxy Statement includes forward -looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”), including statements concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and others. All statements other than statements of historical fact included in this Proxy Statement are forward -looking statements. Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. Forward -looking statements are subject to many risks and uncertainties, including the risk factors that we identify in our filings with the U.S. Securities and Exchange Commission (the “SEC”), and actual results may differ materially from the results discussed in such forward -looking statements. We undertake no duty to update publicly any forward -looking statement that we may make, whether as a result of new information, future events or otherwise, except as may be required by applicable law, regulation or other competent legal authority. In addition, our sustainability and social responsibility goals, if any, are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met.

Website References. Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of this Proxy Statement.

CORPORATE GOVERNANCE

Our business affairs are managed under the direction of our Board. Our Board has adopted a set of Principles of Corporate Governance as a framework for the governance of the Company, which is posted on our website located at https://ir.docgo.com/ under “Governance.”

Information Regarding Director Nominees and Continuing Directors

In accordance with our Amended and Restated Bylaws (as the same may be amended and/or restated from time to time, our “Bylaws”), the Board has fixed the number of directors constituting the Board at seven. Our Board is divided into three classes, with members of each class holding office for staggered three -year terms. There are currently three Class I directors, who are up for election at this Annual Meeting for a three -year term expiring at the 2028 Annual Meeting of Stockholders; two Class II directors, whose terms expire at the 2026 Annual Meeting of Stockholders; and two Class III directors, whose terms expire at the 2027 Annual Meeting of Stockholders. Messrs. Smedra and Tendler were last elected by stockholders at the 2022 Annual Meeting of Stockholders, Ms. Leite and Mr. Travers were last elected by stockholders at the 2023 Annual Meeting of Stockholders, Mr. Burdiek was last elected by elected at the 2024 Annual Meeting of Stockholders, and Mr. Bienstock and Dr. Klasko were appointed as directors by the Board effective September 15, 2023 and October 1, 2024, respectively.

Biographical and other information regarding our director nominees and directors continuing in office, including the primary skills and experiences considered by our Nominating and Corporate Governance Committee in determining to recommend them as nominees, is set forth below.

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AC : Audit and Compliance Committee

CC : Compensation Committee

NCGC : Nominating and Corporate Governance Committee

* : Committee Chair

​ FE : Audit Committee Financial Expert

Board Composition

Director Nomination Process

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

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

Board Composition and Membership Criteria

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.

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.

The Board and the Nominating and Corporate Governance Committee also actively seek to achieve a diversity of occupational and personal backgrounds on the Board, as well as diversity of perspectives, viewpoints and experiences. 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 of the date of the filing of this Proxy Statement, six of the directors serving on the Board self -identify as white and male, and one of the directors serving on the Board self -identifies as Black and female.

Stockholder Recommendations for Directors

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

in “street name” making the nomination and the number of shares of common stock that are owned beneficially and of record by each such stockholder and beneficial owner of shares of common stock held in “street name”; and (iv) such stockholder’s representation that he or she (or a qualified representative) intends to appear at the meeting to make such nomination.

Board Leadership Structure

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

Currently, the roles of Chair of the Board and Chief Executive Officer are separate. Our Board believes this is the appropriate board leadership structure for us at this time. Separating the roles of the Chair of the Board and Chief Executive Officer enables our Chair to focus on leading the Board in carrying out its oversight and corporate governance responsibilities and our Chief Executive Officer to focus on leading the Company’s business and executing on its strategy, plans and initiatives. At any time when the Chair of the Board is not independent or there is not a Chair of the Board, the independent directors of the Board may designate an independent director to serve as Lead Independent Director.

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

Executive Sessions

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

Director Independence

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

Our Board undertakes a review of its composition and the independence of each director annually. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including the beneficial ownership of our capital stock by each non -employee director, our Board has determined that each of Messrs. Burdiek, Klasko, Smedra and Travers and Ms. Leite qualifies as an “independent director” as defined by the Nasdaq listing rules. Steven Katz, who stepped down as a director and our independent Chair of the Board effective October 1, 2024, was also deemed an “independent director” as defined by Nasdaq listing rules during the period he served on the Board. Stanley Vashovsky, who retired and stepped down as a director and our Chair of the Board effective March 31, 2024, was not deemed to be independent under Nasdaq listing rules during the period he served on the Board because he is the founder of the Company and formerly served as its Chief Executive Officer. Messrs. Bienstock and Tendler are not deemed to be independent under Nasdaq listing rules by virtue of their respective roles as officers of the Company.

In addition, our Board has determined that each of the directors currently serving on the Audit and Compliance Committee (Messrs. Burdiek, Klasko and Smedra) and the Compensation Committee (Messrs. Burdiek 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 reviewed on an annual basis and posted on our website located at https://ir.docgo.com/ under “Governance.”

Audit and Compliance Committee. The primary responsibility of our Audit and Compliance Committee is to exercise 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 reviewing any proposed related person transactions, reviewing and monitoring compliance with our Code of Business Conduct and Ethics (the “Code”) and overseeing the Company’s compliance with ethical, legal and regulatory requirements. In addition, our Board has designated the Audit and Compliance Committee to oversee cybersecurity risks and receives quarterly reports from our Chief Information Security Officer.

Mr. Burdiek 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 oversee the Company’s overall compensation philosophy, policies and programs; recommend to the Board our Chief Executive Officer’s compensation level; approve the compensation payable to our other executive officers; periodically review the form and amount of compensation paid to non -executive directors for their service on the Board and its committees and recommend changes in compensation to the Board as appropriate; and approve equity awards and administer the Company’s equity compensation plans.

The Compensation Committee may delegate its authority to one or more subcommittees or to one member of the committee. The Compensation Committee may also delegate authority to review and approve the compensation of our employees to certain of our executive officers. The Compensation Committee has the authority to engage outside advisors, such as compensation consultants, to assist it in carrying out its responsibilities. The Compensation Committee has engaged Compensia, Inc. (“Compensia”) since 2021 to provide data analysis and related support regarding the amount and form of executive and non -employee 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; and reviewing the Principles of Corporate Governance and making recommendations to the

Board regarding possible changes. The Nominating and Corporate Governance Committee oversees and makes recommendations to the Board regarding sustainability matters relevant to the Company’s business, including Company policies, activities and opportunities.

Board Risk Oversight

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

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

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

• 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 the Company’s Chief Executive Officer, Chief Financial Officer, Chief Compliance Officer, Chief Information Security Officer and other senior leaders 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 11 times during the year ended December 31, 2024. During 2024, each member of the Board attended at least 75% of the aggregate number of meetings of the Board and the committees on which he or she served during the period in which he or she was on the Board or committee.

Directors are expected to attend the Annual Meeting of Stockholders absent unusual circumstances. Each director then serving on the Board attended the 2024 Annual Meeting of Stockholders.

Communications with the Board

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

Code of Conduct

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

Insider Trading Policies and Procedures; Anti-Hedging

Our Board has adopted an Insider Trading Policy (the “Insider Trading Policy”) governing the purchase, sale and other disposition of our securities that applies to our directors, officers, employees, consultants, contractors and other covered persons, as well as the Company itself. We believe that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. The Insider Trading Policy prohibits, among other things, covered persons from engaging in transactions in Company securities while in possession of material non -public information about the Company. In addition, covered persons are prohibited from trading in Company securities during various times throughout the year, and certain individuals must receive pre -clearance from our legal department prior to effecting any transaction in Company securities. The Insider Trading Policy also prohibits our employees, officers, directors, consultants and contractors and their family members and controlled entities (as defined in the Insider Trading Policy) from engaging in (a) short -term trading; (b) short sales; (c) transactions involving publicly traded options or other derivatives, such as trading in puts or calls with respect to Company securities; and (d) all hedging transactions. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to the Annual Report.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee (i) has at any time during the prior three years been one of our officers or employees or (ii) had any relationship with the Company during fiscal year 2024 requiring disclosure under Item 404 of Regulation S -K . In addition, none of our executive officers currently serves, or in the past fiscal year has served, as a member of the board or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

DIRECTOR COMPENSATION

Non-Executive Director Compensation

The Compensation Committee reviews our director compensation program on an annual basis. In December 2023, the Compensation Committee, in consultation with Compensia, reviewed our 2024 standard compensation program for non -executive directors, which consisted of the following:

• for the initial year of service, a one -time grant of stock options for any newly appointed non -executive directors with a value of approximately $320,000, subject to ratable vesting over a three -year period; and

• for each year after the initial year of service, a restricted stock unit (“RSU”) grant to each non -executive director with a value of approximately $170,000, subject to one -year “cliff” vesting.

In March 2024, the Compensation Committee also recommended, and the Board approved, the following annual cash retainers for Steven Katz for 2024: (i) $76,300 for service on our Board; (ii) $24,700 for service as chair of the Audit and Compliance Committee; (iii) $7,500 for service on the Compensation Committee; (iv) $5,000 for service on the Nominating and Corporate Governance Committee; (v) $15,000 for service as Lead Independent Director; and (vi) $50,000 for service as non -executive Chair of the Board. In 2024, Mr. Katz served on our Board and on various committees until October 1, including as Lead Independent Director from January 1 through March 31 and as non -executive Chair of the Board from April 1 through October 1. The above amounts were pro -rated based on the periods he served in each such role.

In connection with Dr. Klasko’s appointment as non -executive Chair of the Board effective October 1, 2024, the Board approved the following compensation for Dr. Klasko’s first year of service in lieu of participation in the Company’s standard non -executive director compensation program described above: (i) an aggregate of 204,082 options, subject to one -year “cliff” vesting, with an aggregate grant date fair value of approximately $500,000, under the DocGo Inc. 2021 Stock Incentive Plan (the “2021 Plan”); and (ii) $300,000 as an annual cash retainer.

In December 2024, the Compensation Committee, in consultation with Compensia, reviewed and recommended, and the Board approved, certain updates to our standard non -executive director compensation program as set forth below under “2025 Director Compensation Changes.” In accordance with such updated program, each non -executive director serving on such date other than Dr. Klasko was granted 34,965 RSUs under the 2021 Plan on December 13, 2024, which vest on the first anniversary thereof.

Mr. Vashovsky Consulting Agreement

On March 7, 2024, in anticipation of Mr. Vashovsky stepping down as a director and Chair of the Board effective March 31, 2024, the Company and Mr. Vashovsky entered into a separation and consulting agreement, pursuant to which Mr. Vashovsky continued to serve as a consultant to the Company until March 31, 2025 to provide advisory services as requested from time to time by the Company’s executive officers or the Board and assist with maintaining the Company’s existing customer and investor relationships. As consideration for his services, Mr. Vashovsky received a quarterly equity award of fully vested restricted stock having a grant date fair value of approximately $35,000 and Company -subsidized healthcare coverage.

Mr. Katz Consulting Agreement

On September 27, 2024, in anticipation of Mr. Katz stepping down as a director and Chair of the Board effective October 1, 2024, the Company and Mr. Katz entered into a transition consulting agreement, pursuant to which Mr. Katz continued to serve as a consultant to the Company until December 31, 2024 to provide transition advisory services relating to the Board and its committees as requested from time to time by the Company’s executive officers or the Board. As consideration for his services, Mr. Katz received consulting fees in the amount of (i) $2,500 per month plus (ii) $400 for each hour of services rendered in excess of five hours during each month.

PROPOSAL 1: ELECTION OF DIRECTORS

Our Nominating and Corporate Governance Committee has recommended, and our Board has approved, Lee Bienstock, Ira Smedra and Ely D. Tendler as nominees for election as Class I directors at the Annual Meeting. If elected at the Annual Meeting, each nominee will serve until the 2028 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation, retirement, disqualification or removal. Information concerning these nominees and other continuing directors appears under “Corporate Governance — Information Regarding Director Nominees and Continuing Directors” above.

Each of our director nominees has indicated that he is willing and able to serve as a director. However, if any of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the Board or leave a vacancy.

Vote Required

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

Board Recommendation

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

EXECUTIVE OFFICERS

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

____________

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

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

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

EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) for the year ended December 31, 2024 with management of the Company. Based on such review and discussion, the Compensation Committee recommended to the Board that the CD&A be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10 -K for the fiscal year ended December 31, 2024.

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

Ira Smedra (Chair)
Michael Burdiek
Vina Leite

Compensation Discussion and Analysis

Named Executive Officers

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

Our NEOs for 2024, who appear in the “2024 Summary Compensation Table,” are as follows:

Executive Compensation Highlights and Best Practices

• Our executive compensation program is designed to pay for performance and includes elements that address both short -term and long -term performance.

• Equity granted to our NEOs under our long -term incentive compensation program (our “LTI program”) consists of 50% time -based awards and 50% performance -based awards.

• The annual incentive bonus program for our NEOs is based on the Company’s achievement of revenue and adjusted EBITDA goals.

• For the December 2024 grants to our NEOs under our 2025 LTI program, the relevant metric for the performance -based component is the Company’s total stockholder return (“TSR”) relative to the TSR of the constituents of the Nasdaq Health Care Index.

• Although the performance -based component of the December 2024 grants to our NEOs under our 2025 LTI program will be evaluated using three overlapping performance periods (1/3 over a one -year period, 1/3 over a two -year period and 1/3 over a three -year period), the Compensation Committee intends to transition to a single three -year performance period in the future.

• Our Board’s current policy is to hold an advisory “say -on-pay ” vote on an annual basis.

• Our Board of directors has adopted stock ownership guidelines applicable to each of our executive officers and non -executive directors.

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

At the Company’s 2024 Annual Meeting of Stockholders, approximately 72.4% of our stockholders who cast votes voted in favor of our “say -on-pay ” advisory vote to approve our NEO compensation. In determining our compensation practices for 2025, the Compensation Committee was mindful of the results of such vote and continued to refine the design of our executive compensation program in consultation with Compensia to provide deeper accountability and drive performance.

In consideration of these results, the Compensation Committee incorporated a relative TSR measure into the performance stock units (“PSUs”) granted in December 2024 under our 2025 LTI Program, replacing revenue as used in the 2024 LTI Program and creating more diversity amongst the performance goals utilized in our executive compensation program. In addition, the PSUs for the 2025 LTI Program are based on three overlapping performance periods (1/3 over a one -year period, 1/3 over a two -year period and 1/3 over a three -year period). For more information regarding the 2025 LTI Program, see “— Elements of Executive Compensation — Long -Term Incentive Compensation.” The Compensation Committee intends to transition to a single three -year performance period for PSUs in the future.

The Compensation Committee, in consultation with Compensia, also recommended to the Board the adoption of stock ownership guidelines applicable to the Company’s executive officers and non -executive directors, which the Board approved in February 2025. See “— Other Compensation Matters and Policies — Stock Ownership Guidelines” below and “Director Compensation — Stock Ownership Guidelines” above.

The Compensation Committee believes these changes strengthen our commitment to our pay -for-performance philosophy and will help continue to drive the creation of long -term stockholder value. The Compensation Committee will continue to evaluate our executive compensation program going forward in light of stockholder views and our business needs and objectives and expects to continue considering the outcome of future say -on-pay advisory votes and stockholder views when making future compensation decisions for our NEOs. After consideration of the advisory “say -on-frequency ” vote at the Company’s 2024 Annual Meeting of Stockholders and consistent with the Board’s recommendation, the Board’s current policy is to hold an advisory vote on NEO compensation on an annual basis.

Executive Compensation Philosophy, Objectives and Design

Our executive compensation program is designed to align executive compensation with the Company’s business objectives and the creation of stockholder value, while enabling the Company to attract, motivate and retain individuals who contribute to its long -term success. Decisions regarding executive compensation reflect our belief that the executive compensation program must be market competitive in order to attract and retain our executive officers.

Compensation for our executive officers has three primary components, as discussed below in the section entitled “— Elements of Executive Compensation”: base salary, an annual incentive bonus opportunity and a long -term incentive compensation opportunity. The Compensation Committee seeks to implement our compensation policies and philosophies by linking a significant portion of our executive officers’ cash compensation to performance objectives and by providing a significant portion of their compensation as long -term incentive compensation in the form of equity awards.

Compensation-Setting Process

Role of the Compensation Committee

The Compensation Committee is responsible for overseeing all aspects of our executive compensation program, including executive salaries, performance bonuses and equity awards. The Compensation Committee reviews and recommends to the Board the compensation of our Chief Executive Officer and reviews and approves the compensation of our other executive officers. The Compensation Committee operates pursuant to a written charter, which is reviewed on an annual basis. For more information regarding the responsibilities of the Compensation Committee, see the section entitled “Corporate Governance — Board Committees.”

Role of Management

In setting executive officer compensation for 2024, the Compensation Committee considered information from management regarding Company and individual performance and the achievement of strategic goals. Our Chief Executive Officer also provided his recommendations regarding the compensation level of our other NEOs.

Role of Compensation Consultant

The Compensation Committee has engaged Compensia as its compensation consultant since 2021. For 2024, Compensia provided a competitive market analysis of executive compensation levels and advice to the Compensation Committee regarding compensation trends and issues, the types and amounts of compensation that we provided to our executive officers and non -executive directors and how our compensation practices compared to the compensation practices of peer companies.

The Compensation Committee has reviewed, and will continue to periodically review, its relationship with Compensia and considered Compensia’s independence under applicable SEC and Nasdaq rules and has determined that Compensia is independent and that the engagement of and the work performed by Compensia did not raise any conflict of interest.

Comparative Market Data

The Compensation Committee reviews competitive market data for executive compensation provided by Compensia at least annually and considers such information when deliberating and setting compensation for our executive officers and making recommendations to the Board regarding the compensation of our Chief Executive Officer. For 2024, the Compensation Committee directed Compensia to review and propose updates to the compensation peer group used as a reference for the competitive market analysis based on the following criteria:

• U.S. -headquartered and in healthcare or healthcare technology;

• Annual revenue of $149 million to $1.4 billion (0.33x to 3.00x of the Company’s revenue at the time of analysis); and

• Market capitalization of $234 million to $3.7 billion (0.25x to 4.00x of the Company’s market capitalization at the time of analysis).

In November 2023, the Compensation Committee reviewed and approved an updated peer group for purposes of evaluating 2024 executive compensation levels that included the companies listed below. The Company ranked approximately 40% with respect to annual revenue and approximately 39% with respect to market capitalization among the companies comprising the compensation peer group at the time of the Compensation Committee’s approval. During the Compensation Committee’s review and approval in November 2023, Fulgent Genetics, Inc. was removed due to a significant drop in revenue and NextGen Healthcare, Inc. was removed due to its pending acquisition by a private equity firm at the time of the peer group’s approval.

Elements of Executive Compensation

Compensation for our executive officers has three primary components: base salary, an annual incentive bonus opportunity and a long -term incentive compensation opportunity.

Compensation Mix

The Compensation Committee believes that our current executive compensation program includes an appropriate balance of short- and long -term performance incentives, encourages long -term retention of our executive officers and aligns executive compensation with the Company’s business objectives and the creation of stockholder value. For 2024, approximately 50.0% of the annual target total direct compensation for our Chief Executive Officer,

Mr. Bienstock, was performance -based , and approximately 47.9% of the annual target total direct compensation for the other NEOs (on average, excluding Mr. Tendler) was performance based, reflecting the Company’s pay -for-performance philosophy.

The following charts illustrate the 2024 mix of target total direct compensation (including base salary as of December 31, 2024, target annual incentive bonus opportunity based on such base salary and the grant date fair value of time -based and performance -based long -term incentive awards granted in 2024, excluding any such awards granted in lieu of bonus payments) for our Chief Executive Officer and our other NEOs (on average, excluding Mr. Tendler).

Base Salary

We believe that base salary should be fair to the executive officers, competitive within the industry and reasonable in light of our cost structure. The Compensation Committee reviews the base salaries of our NEOs annually (or at the time of hiring or promotion), formulates a recommendation for the Board with respect to the base salary of our Chief Executive Officer and sets base salaries for our other executive officers after considering factors such as job responsibilities, individual and Company performance and the base salaries of similar roles within our compensation peer group, in consultation with Compensia.

In December 2023, after consideration of the factors described above, the Compensation Committee approved increases in base salary for Messrs. Rosenberg and Sugrue as set forth in the table below, effective January 1, 2024, in order to align such base salaries with similar roles in our compensation peer group. The Compensation Committee also recommended and the Board approved maintaining Mr. Bienstock’s 2024 base salary at its 2023 level.

Annual Incentive Bonuses

We use annual incentive bonuses for the executive officers to directly link a portion of their target total direct compensation opportunity to the achievement of financial performance objectives within the applicable fiscal year. In consultation with Compensia, the Compensation Committee reviews target annual bonus incentive opportunities for our NEOs annually (or at the time of hiring or promotion), formulates a recommendation for the Board with respect to the target annual bonus incentive opportunity of our Chief Executive Officer and sets the target annual bonus incentive opportunities for our other executive officers.

Clawback Policy

Anti-Hedging Policy

We have a policy that prohibits our employees, officers, directors, consultants and contractors and their family members and controlled entities (as defined in the Insider Trading Policy) from engaging in (a) short -term trading; (b) short sales; (c) transactions involving publicly traded options or other derivatives, such as trading in puts or calls with respect to Company securities; and (d) all hedging transactions.

Equity Award Grant Practices

Compensation Risk Assessment

The Compensation Committee is responsible for overseeing the assessment of the risks related to our compensation policies and programs applicable to executive officers and other employees and reviewing the results of this assessment. In early 2025, management of the Company, with input from Compensia, performed an assessment of our compensation policies and programs and concluded that such policies and programs do not create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee has reviewed such report and has agreed with such conclusion.

2024 Summary Compensation Table

The following table summarizes the compensation awarded to, earned by or paid to our NEOs for the fiscal years ended December 31, 2024, 2023 and 2022.

____________

(1) The amounts reported in this column represent the aggregate grant date fair value of RSUs and PSUs granted under the 2021 Plan computed in accordance with FASB ASC Topic 718. These amounts do not reflect the value that may be realized by each NEO with respect to these awards. For 2024, the grant date fair value with respect to the RSUs is based on a per share price of $4.19, the closing price of our common stock on December 12, 2024, the date of such grants, and the grant date fair value with respect to the PSUs is based upon the most probable outcome of the performance goals, and is calculated using a lattice model that incorporates a Monte Carlo simulation, using the following key assumptions: closing price of our common stock on the date of grant ($4.19), expected volatility (68.05%), risk -free interest rate (4.10%), expected term (3.05 years) and expected dividend yield (0.0%). See discussion under “— Compensation Discussion and Analysis — Elements of Executive Compensation — Long -Term Incentive Compensation — 2024 Equity Grants under our 2025 LTI Program.” Assuming that the highest level of performance conditions is achieved for all PSUs, the grant date fair values of the PSUs included in the 2024 value for Messrs. Bienstock, Rosenberg and Sugrue would have been $4,500,001, $2,900,000 and $900,004, respectively. For more information regarding the RSUs and PSUs granted to our NEOs in 2024, see “— 2024 Grants of Plan -Based Awards Table” below. For more information regarding the assumptions underlying such calculations, see Note 15 to our consolidated financial statements for the fiscal year ended December 31, 2024 located in the Annual Report.

(2) The amounts reported in this column for 2024 represent the annual incentive bonus earned by each NEO for 2024.

(3) The amounts reported in this column include executive health and welfare benefit premiums paid on behalf of each NEO other than Mr. Tendler during the applicable year. The amount in this column for 2024 for Mr. Tendler represents the fees earned by EDTSLS for legal services rendered to the Company in 2024. Mr. Tendler did not receive a salary or other employment benefits for his role as General Counsel and Secretary to the Company. See “— Narrative Disclosure to 2024 Summary Compensation Table and 2024 Grants of Plan -Based Awards Table — Agreement with Mr. Tendler” below.

2024 Grants of Plan-Based Awards Table

The following table presents the plan -based awards granted to the NEOs during the fiscal year ended December 31, 2024.

____________

(1) The “Approval Date” refers to the date on which the Compensation Committee approved the equity award. See “— Compensation Discussion and Analysis — Elements of Executive Compensation — Long -Term Incentive Compensation.”

(2) The amounts reported in these columns represent the threshold, target and maximum of the 2024 annual incentive bonus opportunity for each participating NEO. The actual bonus earned by each participating NEO for 2024 was determined by the Compensation Committee in early 2025, as described above under “— Compensation Discussion and Analysis — Elements of Executive Compensation — Annual Incentive Bonuses,” and is set forth in the “Non -Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table.

(3) The amounts reported in these columns represent the threshold, target and maximum number of PSUs granted in 2024. Such PSUs will be eligible to be earned and vest in three equal tranches for performance periods ending in 2025, 2026 and 2027. The actual number of annual PSUs earned by each NEO for each performance period will be determined by the Compensation Committee early in the following year, as described under “— Compensation Discussion and Analysis — Elements of Executive Compensation — Long -Term Incentive Compensation.”

(4) The amounts reported in this column represent the grant date fair value for each award computed in accordance with FASB ASC Topic 718. Such amounts do not reflect the value that may be realized by each NEO with respect to such awards.

(5) These RSUs were granted to the NEOs in March 2024 as payment for 50% of each NEO’s 2023 annual bonus and were reported as compensation in 2023 in the 2023 Summary Compensation Table. The RSUs vest in six equal quarterly installments beginning April 1, 2024.

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

Agreement with Mr. Bienstock

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

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

Agreements with Messrs. Rosenberg and Sugrue

Mr. Rosenberg entered into an employment agreement with the Company, effective upon consummation of the Business Combination (the “Rosenberg Agreement”). In August 2023, we also entered into an employment agreement with Mr. Sugrue (the “Sugrue Agreement” and together with the Rosenberg Agreement, the “NEO Agreements”).

The NEO Agreements provide for an initial annual base salary, annual performance bonus eligibility, participation in the Company’s benefit plans and eligibility to receive equity grants. The Rosenberg Agreement provides for an initial term commencing on November 5, 2021 and the Sugrue Agreement provides for an initial term commencing on August 3, 2023. Each of the NEO Agreements continue for an initial term of 36 months, which will automatically renew for successive one -year terms thereafter unless either party gives written notice of non -renewal to the other party at least 60 days prior to the automatic extension date. The NEO Agreements contain customary confidentiality, non -competition , customer non -solicitation and non -interference , and employee non -solicitation and non -interference covenants. In the event of certain terminations of employment, the NEO Agreements include severance payments and benefits as described in more detail under “— Potential Payments Upon Termination or Change in Control.”

Agreement with Mr. Tendler

EDTSLS provides outside general counsel services to the Company. Ely D. Tendler, principal of EDTSLS, is General Counsel and Secretary of the Company and a member of the Board. In April 2024, we entered into an amended and restated engagement letter with EDTSLS, effective as of January 1, 2024, pursuant to which the Company agreed to pay $37,500 per quarter plus $575 per hour for legal services rendered, as well as reimburse reasonable expenses incurred by EDTSLS in connection with the engagement.

Mr. Tendler did not receive a salary or other employment benefits for his role as General Counsel and Secretary to the Company. The Company’s payments to EDTSLS for Mr. Tendler’s services totaled $1,207,843 for the year ended December 31, 2024.

Outstanding Equity Awards at 2024 Fiscal-Year End Table

The following table sets forth information regarding outstanding RSUs, PSUs and options as of December 31, 2024 for each of our NEOs.

__________

(1) The vesting schedules for the options that were unvested as of December 31, 2024 as reported in this column are as follows: (i) the options granted on January 7, 2021 vested on January 5, 2025; (ii) the options granted on March 19, 2021 vest on November 12, 2025; (iii) the options granted on December 7, 2021 vest on December 7, 2025; (iv) the options granted on December 9, 2021 vest on December 9, 2025; (v) 80,030 of the options granted on February 17, 2022 vested on March 28, 2025 and the remaining options vest on March 28, 2026; (vi) one -half of the options granted on April 28, 2022 vested on January 1, 2025 and the remaining options vest on January 1, 2026; (vii) the options granted on July 1, 2022 vest

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

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

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

Equity Awards Under the 2021 Plan

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

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

Potential Payments Upon Termination or Change in Control Table

The following table reflects an estimate of the amount of compensation that would be paid to each of our NEOs in the event of a termination of the NEO’s employment under various scenarios or a change in control of the Company. The amounts shown assume that such trigger event took place on December 31, 2024 and that the price per share of our common stock was $4.24, the closing price of our common stock on December 31, 2024. The amounts shown below for benefits continuation reflect the premiums and elections in effect as of December 31, 2024.

____________

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

CEO Pay Ratio

For the year ended December 31, 2024, we determined that (1) the median of the annual total compensation of all the Company’s employees (other than our CEO) was $39,949; (2) the annual total compensation of our Chief Executive Officer as reported in the 2024 Summary Compensation Table was $7,562,418; and (3) the ratio of these amounts was 1 -to-189 .3.

To identify the median employee, we considered the base salary or base wages and overtime actually paid during 2024 to all employees as of December 31, 2024, using the following methodology:

• We determined that, as of December 31, 2024, our employee population consisted of approximately 4,407 individuals.

Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table

As described in more detail in the section “— Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay -for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long -term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

EQUITY COMPENSATION PLAN INFORMATION

The following table contains information about our equity compensation plans as of December 31, 2024.

____________

(1) Consists of outstanding stock options, RSUs and PSUs (assuming target performance) granted under the 2021 Plan.

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

(3) Reflects the total shares of common stock remaining available for issuance under the 2021 Plan. The 2021 Plan provides for an automatic increase in the number of shares reserved for issuance thereunder on January 1 of each year through January 1, 2031 in an amount equal to 4% of the total number of shares of common stock outstanding on the preceding December 31 (or such smaller amount approved by the Board). Pursuant to this provision, the number of shares reserved for issuance under the 2021 Plan increased by 4,076,435 shares on January 1, 2025.

(4) Consists of outstanding stock options granted under the Ambulnz, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The 2021 Plan became effective upon consummation of the Business Combination, replacing the 2017 Plan.

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

PROPOSAL 2: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

At the Annual Meeting, the stockholders will vote, on a non -binding , advisory basis, on a proposal to approve the compensation of our NEOs as disclosed in this Proxy Statement, commonly referred to as a “say -on-pay ” vote.

We urge you to read the Executive Compensation section of this Proxy Statement, including the CD&A, which describes how our executive compensation program, policies and practices are designed to achieve our compensation objectives and provides detailed information regarding the compensation of our NEOs during 2024.

The CD&A also describes changes that took effect for our 2025 executive compensation program, including updates to the design of our PSUs and the adoption of stock ownership guidelines.

The Board believes that our current executive compensation program includes an appropriate balance of short- and long -term performance incentives, encourages long -term retention of our executives and aligns executive compensation with the Company’s business objectives and the creation of stockholder value.

This vote is not binding on the Board or the Compensation Committee; however, the Board and the Compensation Committee will review and consider the results of this Proposal 2 when making future compensation decisions for our NEOs. After consideration of the advisory “say -on-frequency ” vote at the Company’s 2024 Annual Meeting of Stockholders and consistent with the Board’s recommendation, the Board’s current policy is to hold an advisory vote on NEO compensation on an annual basis. Accordingly, we expect that we will conduct our next say -on-pay vote at the 2026 Annual Meeting of Stockholders.

Vote Required

The affirmative vote of at least a majority of the voting power of the stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter is required for the approval, on a non -binding , advisory basis, of this Proposal 2. Abstentions will have the same effect as a vote “AGAINST”, and broker non -votes , if any, will have no effect on Proposal 2.

Board Recommendation

The Board recommends a vote “ FOR ” the approval of the compensation of our NEOs.

PROPOSAL 3: APPROVAL OF THE CORPORATE OPPORTUNITY AMENDMENT

At the Annual Meeting, the stockholders will vote on a proposal to approve the Corporate Opportunity Amendment, which would amend and restate Section 10.1 of the Charter to limit the renunciation of corporate opportunities to specified opportunities.

Background

Under Delaware law, directors and officers of a corporation owe fiduciary duties to the corporation and its stockholders, including the duty of loyalty. A recognized common law principle of the duty of loyalty under Delaware law is the corporate opportunity doctrine, which provides that a director or officer may not appropriate to himself or herself a business opportunity properly belonging to the corporation. Delaware law weighs various factors in considering whether a business opportunity properly belongs to the corporation, including whether the opportunity is in the corporation’s line of business, whether the corporation is financially able to exploit the opportunity, whether the corporation has an interest or expectancy in the opportunity, and whether the fiduciary would be placed in a position inimical to his or her duties to the corporation by taking the opportunity for him- or herself.

Once the corporation determines to not pursue a corporate opportunity, however, it is not a breach of the duty of loyalty for a director or officer to take it. Section 122(17) of the Delaware General Corporation Law (the “DGCL”) allows a corporation to “renounce, in its certificate of incorporation or by action of its board of directors, any interest or expectancy of the corporation in, or in being an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or 1 or more of its officers, directors or stockholders.” The legislative synopsis accompanying the adoption of Section 122(17) in 2000 states that “New Section 122(17) clarifies that a corporation has the power to renounce in its certificate of incorporation . . . specified business opportunities or specified classes or categories of business opportunities” and to “eliminate uncertainty regarding the power of a corporation to waive corporate opportunities in advance.”

In connection with the Business Combination, the Company adopted a new Charter, which included language in Section 10.1 that was designed to waive certain specified corporate opportunities in accordance with Section 122(17) of the DGCL. Specifically, Section 10.1 provided that “[t]o the maximum extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of this Second Amended and Restated Certificate or in the future, and the Corporation renounces any expectancy that any of the directors or officers of the Corporation will offer any such corporate opportunity of which he or she may become aware to the Corporation, except, the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of the Corporation” (the “Existing Corporate Opportunity Provision”).

On March 4, 2024, a purported stockholder of the Company, John McDonald, filed a putative class action complaint (the “Complaint”) in the Court of Chancery of the State of Delaware against the Company and the members of the Board of Directors, captioned McDonald v. DocGo Inc. f/k/a Motion Acquisition Corp. et al., C.A. No. 2024 -0202-PAF . The Complaint alleged, among other things, that the Existing Corporate Opportunity Provision violates Delaware law because its renunciation of corporate opportunities is impermissibly broad as it is not sufficiently limited to specified business opportunities or specified classes or categories of business opportunities and impermissibly waives fiduciary duties of the Company’s directors and officers.

The Company and its directors deny any and all wrongdoing alleged in the Complaint. However, because the Complaint had called into question the validity of the Existing Corporate Opportunity Provision, and to avoid the cost and distraction of litigation, while also recognizing the benefits that may accrue to the Company in having as members of the Board certain persons who may simultaneously have business dealings in the Company’s industry, the Board determined that it is advisable and in the best interests of the Company and its stockholders to revise Section 10.1 of the Charter to read as set forth below under “Complete Text and Effectiveness of the Proposed Amendment” and to submit the Corporate Opportunity Amendment to the stockholders of the Company for approval. Accordingly, if this Proposal 3 is approved by our stockholders, then Section 10.1 of the Charter would be revised such that the

waiver of the duty of the Company’s directors and officers would be limited to “Specified Opportunities,” as defined below in the text of the amendment. In addition, in the interim, the Board has agreed to voluntarily and intentionally waive the rights that directors may have pursuant to the Existing Corporate Opportunity Provision and not to rely on the Existing Corporate Opportunity Provision as a defense in matters relating to any action brought by or on behalf of the Company, or by a stockholder of the Company, with respect to a claim regarding the doctrine of corporate opportunity, subject to certain exceptions. Instead, consistent with the Corporate Opportunity Amendment, the Company agreed that notwithstanding the Board’s waiver of the Existing Corporate Opportunity Provision, to the maximum extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Company or any of its outside directors or any of their respective affiliates with respect to Specified Opportunities (as defined below), and the Company renounced on behalf of itself and its controlled affiliates any interest or expectancy in (i) Specified Opportunities or (ii) that any of the outside directors will offer to the Company any Specified Opportunities of which such outside director becomes aware.

In addition, a vote in favor of either or both of this Corporate Opportunity Amendment and/or the Officer Exculpation Amendment (see Proposal 4 below) is deemed to constitute approval of the filing of a restated certificate of incorporation that, in addition to incorporating the approved amendment(s), (i) updates the references in the Charter to the “Second Amended and Restated Certificate of Incorporation” to refer to the “certificate of incorporation of the Company (as amended and/or restated from time to time),” defined henceforth as the “Certificate” or the “Certificate of Incorporation,” and (ii) eliminates obsolete provisions regarding reclassification of shares in Article IV (clauses (i) and (ii) together, the “clean -up changes”).

Complete Text and Effectiveness of Proposed Amendment

If the Corporate Opportunity Amendment is approved by stockholders at the Annual Meeting, Section 10.1 of the Charter would be amended and restated as follows:

“ Corporate Opportunities .    To the maximum extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its directors who are not also officers of the Corporation (“Outside Directors”) or any of their respective affiliates with respect to Specified Opportunities, and the Corporation renounces on behalf of itself and its controlled affiliates any interest or expectancy in (i) Specified Opportunities or (ii) that any of the Outside Directors will offer to the Corporation any Specified Opportunities of which such Outside Director becomes aware. For this purpose, a “Specified Opportunity” is an investment or business opportunity or activity or potential transaction or matter, including without limitation those that might be the same as or similar to the Corporation’s business or activities or the business or activities of any controlled affiliates of the Corporation that: (i) if the relevant Outside Director offered to the Corporation, he or she would breach a fiduciary duty or contractual obligation he or she may then owe to an entity other than the Corporation and its controlled affiliates and (ii) is not offered in writing to such Outside Director solely in his or her capacity as such.”

If approved by stockholders at the Annual Meeting, the Corporate Opportunity Amendment would become effective upon the filing of a certificate of amendment setting forth the Corporate Opportunity Amendment by the Company with the Secretary of State of the State of Delaware promptly following the Annual Meeting. In addition, we intend to file a restated Charter to integrate the Corporate Opportunity Amendment (if approved) and the Officer Exculpation Amendment discussed below (if approved) as well as the clean -up changes (if either or both Proposal 3 and/or Proposal 4 is approved) into a single document following the filing and effectiveness of the certificate of amendment setting forth any of those amendments that are approved by our stockholders. The Board reserves the right to elect to abandon the Corporate Opportunity Amendment, without further action by the stockholders, at any time prior to the effectiveness of the certificate of amendment setting forth the Corporate Opportunity Amendment. If the Board were to exercise such discretion, we will publicly disclose that fact, and the Company’s corporate opportunities waiver will not be revised. Neither this Proposal 3 nor Proposal 4 are conditioned on or otherwise require the approval of the other proposal.

The full text of the proposed Corporate Opportunity Amendment is attached to this Proxy Statement as Appendix B , in which deletions are indicated by strikeouts and additions are indicated by double underlining.

Vote Required

The affirmative vote of at least 66⅔% of the voting power of the stock outstanding and entitled to vote on the subject matter is required for the approval of the Corporate Opportunity Amendment. Abstentions and broker non -votes , if any, will have the same effect as a vote “AGAINST” Proposal 3.

Board Recommendation

The Board recommends a vote “ FOR ” the approval of the Corporate Opportunity Amendment.

PROPOSAL 4: APPROVAL OF THE OFFICER EXCULPATION AMENDMENT

At the Annual Meeting, the stockholders will vote on a proposal to approve the Officer Exculpation Amendment, which would amend and restate the title of Article IX and Section 9.1 of the Charter to add a limitation on the liability of certain officers as permitted by Delaware law.

Background

Effective August 1, 2022, Section 102(b)(7) of the DGCL was amended to allow Delaware corporations to include, in their certificates of incorporation, limitations of monetary liability of certain of their officers for direct claims for breaches of the fiduciary duty of care. The officers who may be exculpated pursuant to Section 102(b)(7) as currently in effect include a person who: (i) is or was the president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer at any time during the course of the conduct alleged in the action or proceeding to be wrongful; (ii) is or was identified in the Company’s public filings with the SEC as one of the most highly compensated executive officers of the Company at any time during the course of the conduct alleged in the action or proceeding to be wrongful; or (iii) has, by written agreement with the Company, consented to be identified as an officer for purposes of accepting service of process (such officers from time to time specified in Section 102(b)(7) of the DGCL, the “covered officers”). Prior to such amendment, Delaware law permitted exculpation of directors from personal liability for monetary damages for breaches of the duty of care, but that protection did not extend to a corporation’s officers. As a result, stockholder plaintiffs have often employed a tactic of bringing certain claims against individual officers that would otherwise be exculpated if brought against directors in order to avoid dismissal of such claims. The amendment to Section 102(b)(7) of the DGCL addressed this inconsistent treatment between officers and directors and the related rising litigation and insurance costs for stockholders.

As amended, Section 102(b)(7) of the DGCL permits exculpation of covered officers for direct claims brought by stockholders for breach of a covered officer’s fiduciary duty of care, including class actions, but does not allow corporations to eliminate covered officers’ monetary liability for breach of (a) fiduciary duty claims brought by or in the right of the corporation itself, such as derivative claims, (b) claims involving any breach of the duty of loyalty to the Company or its stockholders, (c) claims involving any acts or omissions not made in good faith or which involve intentional misconduct or a knowing violation of the law, and (d) any claims involving transaction from which the covered officer derived an improper personal benefit.

For the avoidance of doubt, the current exculpation protections available to the Company’s directors would remain unchanged as a result of the Officer Exculpation Amendment. Notwithstanding the foregoing, consistent with the language for exculpation of directors currently included in the Charter, the Officer Exculpation Amendment also provides that if, at any time following the effectiveness of the Officer Exculpation Amendment, the DGCL is amended to authorize any further elimination or limitation of the personal liability of a corporation’s covered officers (including any change in the roles deemed to be covered officers for purposes of Section 102(b)(7) of the DGCL), then such liability shall be automatically eliminated or limited to the fullest extent permitted by the DGCL, as so amended, with respect to the Company’s covered officers (including with respect to any role newly deemed to be a covered officer for purposes of Section 102(b)(7) of the DGCL).

The Board believes that amending the Charter to add the authorized liability protection for covered officers, consistent with the protection in the Charter currently afforded our directors (which provides exculpation to the fullest extent permitted by the DGCL, as it exists now or may be amended in the future), is necessary in order to continue to attract and retain experienced and qualified officers, and that failing to adopt the Officer Exculpation Amendment could impact the Company’s recruitment and retention of officer candidates who conclude that the potential exposure to liabilities, costs of defense and other risks of proceedings exceed the benefits of serving as an officer of the Company. The nature of covered officers’ roles often requires them to make decisions on crucial matters, frequently in response to time -sensitive opportunities and challenges, which can create substantial risk of lawsuits that seek to impose liability with the benefit of hindsight. Aligning, in part, the protections available to the Company’s covered officers with those currently available to its directors would empower such officers to exercise their business judgment in furtherance of stockholder interests, without the potential distractions posed by the risk of personal monetary liability.

Because the Officer Exculpation Amendment would apply only to a narrow class of covered officers, and would still permit, among others, derivative stockholder or Company claims against covered officers, claims involving breaches of the duty of loyalty, acts taken in bad faith, intentional misconduct, knowing violations of the law and/or the receipt of improper personal benefits, the Board believes that the Officer Exculpation Amendment would strike

an appropriate balance between the Company’s goals of, on the one hand, promoting management’s accountability to stockholders, and, on the other, attracting and retaining qualified officers. Delaware corporations that fail to adopt officer exculpation provisions may also experience a disproportionate amount of nuisance litigation against officers and increased costs in the form of director and officer liability insurance premiums, as well as the diversion of management’s attention from the business of the corporation while such claims are ongoing. Accordingly, the Board has determined that it is advisable and in the best interests of the Company and its stockholders to amend and restate Section 9.1 of the Charter to read as set forth below under “Complete Text and Effectiveness of the Proposed Amendment,” and to submit the Officer Exculpation Amendment to the stockholders of the Company for approval.

In addition, a vote in favor of either or both of the Corporate Opportunity Amendment (see Proposal 3 above) and/or this Officer Exculpation Amendment is deemed to constitute approval of the filing of a restated certificate of incorporation that, in addition to incorporating the approved amendment(s), (i) updates the references in the Charter to the “Second Amended and Restated Certificate of Incorporation” to refer to the “certificate of incorporation of the Company (as amended and/or restated from time to time),” defined henceforth as the “Certificate” or the “Certificate of Incorporation,” and (ii) eliminates obsolete provisions regarding reclassification of shares in Article IV (clauses (i) and (ii) together, the “clean -up changes”).

Complete Text and Effectiveness of Proposed Amendment

If the Officer Exculpation Amendment is approved by the stockholders at the Annual Meeting, then the title of Article IX and Section 9.1 of the Charter would be amended and restated as follows:

“ Article IX
LIABILITY OF DIRECTORS and officers

Section 9.1 No Personal Liability . To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer.”

If approved by stockholders at the Annual Meeting, the Officer Exculpation Amendment would become effective upon the filing of a certificate of amendment setting forth the Officer Exculpation Amendment by the Company with the Secretary of State of the State of Delaware promptly following the Annual Meeting. In addition, we intend to file a restated Charter to integrate the Officer Exculpation Amendment (if approved) and the Corporate Opportunity Amendment discussed above (if approved) as well as the clean -up changes (if either or both Proposal 3 and/or this Proposal 4 is approved) into a single document following the filing and effectiveness of the certificate of amendment setting forth any of those amendments that are approved by our stockholders. The Board reserves the right to elect to abandon the Officer Exculpation Amendment, without further action by the stockholders, at any time prior to the effectiveness of the certificate of amendment setting forth the Officer Exculpation Amendment. If the Board were to exercise such discretion, we will publicly disclose that fact, and the Company’s covered officers will not be subject to the foregoing exculpation protections. Neither this Proposal 4 nor Proposal 3 are conditioned on or otherwise require the approval of the other proposal.

The full text of the proposed Officer Exculpation Amendment is attached to this Proxy Statement as Appendix C , in which deletions are indicated by strikeouts and additions are indicated by double underlining.

Vote Required

The affirmative vote of at least 66⅔% of the voting power of the stock outstanding and entitled to vote on the subject matter is required for the approval of the Officer Exculpation Amendment. Abstentions and broker non -votes , if any, will have the same effect as a vote “AGAINST” Proposal 4.

Board Recommendation

The Board recommends a vote “ FOR ” the approval of the Officer Exculpation Amendment.