Ira Smedra
About Ira Smedra
Ira Smedra (age 76) is an independent director of DocGo Inc. (DCGO) serving since November 2021; he currently chairs the Compensation Committee and the Nominating & Corporate Governance Committee and is a member of the Audit & Compliance Committee . He founded and has served as President of the ARBA Group since April 1971, a healthcare-focused real estate investor with over 150 skilled nursing facilities across eight states and two acute care hospitals; he previously served as a director of Ambulnz, Inc. until DocGo’s November 5, 2021 business combination; he holds a B.A. in Psychology from UCLA . DocGo’s Board has affirmatively determined he is independent under Nasdaq rules, including meeting heightened independence standards for all three key committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ambulnz, Inc. | Director | 2015–Nov 5, 2021 | Board service through business combination (Motion → DocGo) |
| ARBA Group | Founder & President | Apr 1971–present | Built large healthcare real estate portfolio (150+ SNFs; 2 acute hospitals) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ARBA Group | Founder & President | Apr 1971–present | Private real estate investment company (healthcare focus) |
| Public company boards | — | — | None listed for Smedra |
Board Governance
- Independence and service: Independent director; serves on all three principal committees (Audit & Compliance member; Compensation chair; Nominating & Corporate Governance chair) .
- Committee activity and meeting cadence (2024): Audit & Compliance (7 meetings), Compensation (7), Nominating & Corporate Governance (3) .
- Attendance: Board met 11 times in 2024; each director attended at least 75% of Board and committee meetings during their service period; directors also attended the 2024 annual meeting .
- Board structure: Independent Chair (Stephen K. Klasko, MD); regular executive sessions of independent directors presided over by the Chair .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Committee Member Fees ($) | Notes |
|---|---|---|---|---|
| 2024 | — | — | — | Non-exec directors generally received equity (RSUs); no cash shown for Smedra in 2024 table |
| 2025 Program (approved Dec 2024) | 55,000 | CC Chair: 20,000; NCGC Chair: 10,000 | AC Member: 11,250 | Program update adds cash components; Smedra’s roles imply expected cash of $96,250 (retainer + CC chair + NCGC chair + AC member) |
2024 director compensation table shows no cash for Smedra; 2025 program introduces standardized cash retainers and committee fees .
Performance Compensation
| Year | Equity Type | Grant Date | Quantity/Value | Vesting/Metrics |
|---|---|---|---|---|
| 2024 | RSUs | Dec 13, 2024 | 34,965 RSUs (per-director standard; $150,000 value for non-exec directors other than Chair) | One-year cliff vesting; time-based (no performance metrics) |
| Program terms (2025) | RSUs | Annual | $150,000 RSUs (cliff vesting after one year) | Time-based; no director performance metrics disclosed |
| Initial grants (policy) | Options | Initial year | Historically around $320,000 value (2024 program); up to $300,000 options in updated program, vesting over 3 years | Time-based vesting (annual over 3 years) |
No director PSUs/TSR metrics are disclosed; director equity awards are time-based RSUs and, initially, options with service vesting only .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None for Smedra |
| Committee roles elsewhere | Not disclosed |
| Interlocks/conflicts | Compensation Committee members had no relationships requiring Item 404 disclosure; no interlocks reported; consultant (Compensia) deemed independent |
Expertise & Qualifications
- Healthcare sector depth via ARBA portfolio of SNFs and hospitals; long-tenured operator/investor since 1971 .
- Prior governance at Ambulnz through combination into DocGo .
- Academic background in psychology (UCLA) .
- Board skills identified: industry experience in healthcare; not designated as Audit Committee Financial Expert (Michael Burdiek holds FE) .
Equity Ownership
| Holder | Shares Owned | Options Exercisable (≤60 days) | RSUs Unvested | % of Outstanding |
|---|---|---|---|---|
| Ira Smedra | 56,034 common | 79,028 | 34,965 RSUs (granted 12/13/24; vest 12/13/25) | <1% |
| Policy/Alignment | Director stock ownership guideline: 5× annual cash retainer within 5 years; directors in compliance or on track | Anti-hedging: prohibits shorts, options, hedging; policy covers directors and related parties | Pledging not disclosed; no pledges indicated in proxy |
Governance Assessment
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Strengths
- Independent director with multi-committee leadership (chairs CC and NCGC; member AC), supporting board effectiveness across compensation, governance, and financial oversight .
- Strong attendance culture and active committees; documented meeting cadence; independent Chair presiding over executive sessions .
- Director pay program moved to mixed cash/equity with clear guidelines; adoption of director ownership guidelines (5× cash retainer) enhances alignment; directors on track to comply .
- Compensation Committee engages an independent advisor (Compensia) and reviewed consultant independence; no comp committee interlocks/conflicts .
-
Potential conflicts and mitigants
- External healthcare real estate interests (ARBA Group) could overlap with DocGo’s mobile health/transport customers/providers; no related-party transactions involving Smedra disclosed –.
- Corporate opportunity waiver litigation prompted a refined, “Specified Opportunities” amendment limiting waivers to outside directors and only where offering to DocGo would breach other fiduciary/contractual duties; Board voluntarily limited reliance pending stockholder vote, reducing conflict risk .
-
Investor signals and risks
- 2024 say‑on‑pay support of ~72.4% indicates lukewarm shareholder endorsement; Compensation Committee responded by adding relative TSR to executive PSUs and adopting ownership guidelines—positive responsiveness .
- Anti-hedging policy for directors mitigates misalignment risk; no pledging disclosure for directors reduces red flag potential .
Overall, Smedra’s independent status, committee leadership, and adherence to strengthened governance policies support investor confidence; potential overlap from ARBA’s healthcare footprint is a monitoring item, with related-party policies and the narrowed corporate opportunity amendment serving as mitigants .
Appendix: Director Compensation Detail (2024)
| Component | Ira Smedra (2024) |
|---|---|
| Fees Earned/Paid in Cash ($) | — |
| Stock Awards ($) | 150,000 |
| Option Awards ($) | — |
| All Other Compensation ($) | — |
| Total ($) | 150,000 |
| Options Outstanding (12/31/24) | 79,208 options (note 2) |
| RSUs Outstanding (12/31/24) | 34,965 RSUs (granted 12/13/24; one-year cliff) |
Compensation Committee Analysis
- Composition: Smedra (Chair), Michael Burdiek, Vina Leite; all independent per Nasdaq and SEC heightened standards .
- Consultant: Compensia engaged since 2021; independence reviewed and no conflicts found .
- 2025 program changes: Added director ownership guidelines and updated director compensation program (cash and RSUs) .
- Executive program responsiveness: Incorporated relative TSR PSUs and overlapping performance periods; intent to move to single 3-year period .
No compensation committee interlocks or Item 404 relationships; anti-hedging and clawback policies in place (clawback applies to executive officers) .
Related-Party Exposure
- Policy: Audit & Compliance Committee reviews and pre-approves related-person transactions; excludes conflicted committee members from deliberations .
- Disclosures: No related-party transactions disclosed involving Smedra; notable related-party engagements involve other directors (e.g., EDTSLS for Tendler) and sponsor earnout/share arrangements (Travers Holdings, Burdiek) .
- Corporate opportunity amendment: Proposed narrowing to “Specified Opportunities” for outside directors; voluntary interim waiver of broad provision pending stockholder vote .
Board Committee Assignments (Smedra)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit & Compliance | Member | 7 |
| Compensation | Chair | 7 |
| Nominating & Corporate Governance | Chair | 3 |
Independence, Attendance, Engagement
- Independence: Affirmed by Board; meets heightened independence standards for audit and compensation committees .
- Attendance: At least 75% of Board/committee meetings during 2024; Board met 11 times; directors attended 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session; independent Chair presides .
Say‑on‑Pay & Shareholder Feedback (Context)
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | ~72.4% approval |
Compensation Committee responded with TSR PSUs and stock ownership guidelines; Board policy is annual say‑on‑pay .
RED FLAGS
- Prior broad corporate opportunity waiver drew stockholder litigation; Board’s proposal to narrow waiver and interim voluntary limitations mitigate risk but highlight sensitivity to potential conflicts for outside directors with industry ties .
- Say‑on‑pay at 72.4% suggests investor scrutiny of compensation design; responsive changes are positive, but continued monitoring warranted .
Conclusion
Smedra brings deep healthcare investment and operations perspective with strong committee leadership across compensation and governance, while maintaining independence and solid engagement. The Board’s tightened corporate opportunity framework and director ownership guidelines improve alignment and reduce conflict risk; no related-party transactions involving Smedra are disclosed. Monitoring areas include potential overlap with ARBA’s healthcare assets and ongoing shareholder sentiment around pay practices .