Ely Tendler
About Ely Tendler
Ely D. Tendler, age 57, serves as DocGo’s General Counsel, Secretary, and as a Class I director since 2021; he earned a J.D. from Yale Law School and a B.A. from Yeshiva University and previously held senior legal roles at IDT Corporation/IDT Telecom and Oscar Insurance, among others . DocGo’s 2024 performance against pay metrics: revenue of $616.6 million vs. $720.4 million target and adjusted EBITDA of $60.3 million vs. $85.5 million target (payout = 81.8% of targets for participating NEOs), while the pay-versus-performance TSR table shows the value of a $100 investment at $42 in 2024, reflecting multi-year TSR headwinds versus peers . The company’s 2024 say‑on‑pay approval was ~72.4%, prompting the Compensation Committee to add relative TSR to PSUs and adopt ownership guidelines in 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ambulnz | General Counsel | 2015–2021 | Legal leadership through growth and into SPAC business combination (DocGo) |
| Ambulnz | Director | 2019–2021 | Board oversight pre-combination |
| Oscar Insurance Corporation | Special Counsel and interim General Counsel | 2013–2017 | Built legal infrastructure for an insurer in growth phase |
| The Olympia Group | Managing Member | 2008–2018 | C‑level advisory; operational/transactional leadership |
| IDT Telecom & IDT Corporation (NYSE: IDT) | General Counsel & Chief Legal Officer | 2003–2008 | Corporate legal leadership across telecom and payments |
| Kramer Levin Naftalis & Frankel LLP | Associate | Prior to 2003 | Worked on >$50 billion of M&A and securities offerings |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ely D. Tendler Strategic & Legal Services PLLC (EDTSLS) | Principal | Ongoing | Law firm provides outside GC services to DocGo under engagement |
| Public company boards | — | — | None disclosed for Tendler |
Fixed Compensation
| Component | Terms | 2024 Amount |
|---|---|---|
| EDTSLS engagement retainer | $37,500 per quarter | Included in total fees |
| EDTSLS hourly rate | $575/hour + reimbursable expenses | Included in total fees |
| Total fees paid to EDTSLS for Tendler’s services | Legal services compensation in lieu of salary/benefits | $1,207,843 |
| Salary/benefits (as officer) | Not paid as salary; no employment benefits | N/A |
Governance note: As an officer-director compensated via his private firm (a related person), the Audit & Compliance Committee screens related-party transactions under a formal policy; any related transactions since Jan 1, 2024 have been pre‑approved per that policy .
Performance Compensation
Annual Incentive Program Design (context for NEOs; Mr. Tendler is paid via EDTSLS and does not participate in the cash bonus plan)
| Metric | Weighting | 2024 Target | 2024 Actual | Actual as % of Target | Payout Outcome |
|---|---|---|---|---|---|
| Revenue | 75% | $720.4 million | $616.6 million | 85.6% | Program paid 81.8% of target overall |
| Adjusted EBITDA | 25% | $85.5 million | $60.3 million | 70.5% | Program paid 81.8% of target overall |
LTI program changes: For December 2024 grants (2025 LTI program) the metric for PSUs shifted to relative TSR vs Nasdaq Health Care Index (three overlapping periods), with intended future move to single 3‑year period; executives also have stock ownership guidelines (CEO 6x salary, other NEOs 2x) adopted Feb 2025 .
Ely Tendler Equity Awards
| Grant Date | Type | Shares/Units (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 12/12/2024 | RSUs | 35,800 | 150,002 | Two equal annual installments on 1st and 2nd anniversaries |
| 12/12/2023 | RSUs (outstanding at 12/31/2024) | 72,674 | Market value $308,138 at 12/31/2024 | Time-based; outstanding as of year-end |
| 01/02/2020 | Options (exercisable) | 2,902 | — | $1.59 strike; expire 01/01/2030 |
| 03/19/2021 | Options (exercisable/unexercisable) | 21,934 / 10,968 | — | $8.06 strike; unvested options vest 11/12/2025; expire 03/18/2031 |
| 12/07/2021 | Options (exercisable) | 79,208 | — | $8.80 strike; expire 12/07/2031; vesting noted Dec 7, 2025 for unvested |
| 2024 Stock Vested (Shares) | 2024 Value Realized on Vesting ($) |
|---|---|
| 57,171 | 239,546 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 171,216 shares; less than 1% of outstanding shares (based on 99,941,748 shares) |
| Ownership guidelines | Exec officers: CEO 6x salary, other NEOs 2x base; non-exec directors 5x annual cash retainer; compliance/on-track as of filing |
| Hedging/derivatives policy | Prohibits short sales, public derivatives, and all hedging transactions; pre‑clearance required for certain trading |
| Pledging of company stock | No specific pledging disclosure noted in proxy; policies disclosed focus on anti‑hedging/derivatives |
| Unvested RSUs as of 12/31/2024 | 35,800 (2024 grant), 72,674 (2023 grant); combined market values shown in outstanding awards table |
Employment Terms
| Agreement | Key Economics | Triggers/Severance |
|---|---|---|
| EDTSLS amended & restated engagement (effective Jan 1, 2024; entered April 2024) | $37,500/quarter + $575/hour + expense reimbursement; no salary/benefits paid by DocGo | Equity awards under 2021 Plan subject to accelerated vesting upon death/disability or termination without cause within 24 months post change-in-control; for Tendler, estimated acceleration value $492,957 assuming 12/31/2024 price of $4.24 |
Board Governance
- Board service: Class I director since 2021; committee memberships: none; independence: not independent (serves as an officer) .
- Board meetings: Board met 11 times in 2024; each director attended ≥75% of meetings of the Board and committees on which they served .
- Governance structure: Independent Chair; committees (Audit & Compliance, Compensation, Nominating & Corporate Governance) composed solely of independent directors; Compensia engaged as independent compensation consultant since 2021 .
- Corporate opportunity and officer exculpation proposals: Amendments proposed to Charter to (i) renounce certain corporate opportunities for “outside directors” to prevent conflicts, and (ii) add officer exculpation under DGCL §102(b)(7) to aid recruitment/retention and mitigate nuisance litigation exposure .
Director Compensation
- Tendler, as an officer-director, is not included in non-executive director compensation; refer to Executive Compensation for his EDTSLS fees and equity awards .
- Non-executive director program (2025 updates): $55,000 cash retainer, $150,000 RSUs (1‑year cliff), optional initial options up to $300,000 over 3 years, committee retainers (AC $22.5K chair/$11.25K member; CC $20K/$10K; NCGC $10K/$5K), additional retainers for Chair ($50K) and Lead Independent Director ($25K) .
Compensation Structure Analysis
- Mix and trend: Tendler’s stock awards fell from $670,000 (2023) to $150,002 (2024), while EDTSLS cash fees rose from $926,370 (2023) to $1,207,843 (2024), reflecting heavier cash-for-services and lighter equity in 2024 .
- Performance linkage: Unlike other NEOs, Tendler’s compensation is not tied to annual revenue/adjusted EBITDA bonus formulas and his equity awards are time‑based RSUs, lowering short-term performance sensitivity relative to PSUs used for other NEOs .
- Shareholder feedback: ~72.4% say‑on‑pay support in 2024 prompted design changes adding relative TSR to PSUs and adoption of ownership guidelines in 2025 .
Related Party Transactions and Red Flags
- EDTSLS engagement is a related‑person transaction involving an officer-director’s private firm; transactions are reviewed under the Related Person Transaction Policy by the Audit & Compliance Committee, with pre‑approval required since Jan 1, 2024 .
- Policy safeguards: Anti‑hedging policy prohibits short sales/derivatives/hedging; clawback policy compliant with Rule 10D‑1 and Nasdaq listing standards (three‑year lookback for restatements) .
- Say‑on‑pay sensitivity: 72.4% approval is below typical large‑cap medians, signaling ongoing investor scrutiny of program alignment and governance changes .
Investment Implications
- Alignment and independence: Dual role (officer + director) with related-party legal fees introduces perceived independence and conflict risks; however, formal related‑party policy oversight and independent committee structure mitigate governance concerns .
- Supply of stock and selling pressure: Time‑based RSU vesting (e.g., 35,800 RSUs granted in Dec 2024 vest over two years; 57,171 shares vested in 2024) can create incremental float and potential selling pressure around vest dates; monitor Form 4 filings for dispositions .
- Pay-for-performance: Tendler’s package is service-fee heavy with time‑based equity; investor focus should remain on broader NEO PSU structures tied to relative TSR and annual bonus metrics (revenue/adjusted EBITDA) as primary performance levers, while tracking DocGo execution against revenue/EBITDA targets and TSR vs. Nasdaq Health Care Index .
- Retention and change‑in‑control: Equity acceleration valued at ~$493K for Tendler under death/disability or qualifying CIC termination strengthens retention but raises potential CIC payout optics; board proposals adding officer exculpation aim to improve retention and litigation risk posture for senior officers .