James Travers
About James M. Travers
James M. Travers (age 73) is an independent Class II director of DocGo, serving since November 2021 with a term expiring at the 2026 Annual Meeting. He previously chaired Motion (the SPAC) prior to DocGo’s business combination, and was Chairman (2013–2016) and CEO (2006–2016) of Fleetmatics Group PLC; earlier roles include SVP of the Americas at GEAC Computer Corporation, CEO/COO of Harbinger Corporation, and senior posts at Texas Instruments. He holds a Business Administration degree from East Stroudsburg University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fleetmatics Group PLC | Chief Executive Officer | 2006–2016 | Led global operations and strategic direction |
| Fleetmatics Group PLC | Chairman of the Board | 2013–2016 | Governance leadership at a then‑public SaaS telematics provider |
| Motion (SPAC) | Chairman of the Board | Aug 2020–Nov 2021 | Pre‑combination leadership; Motion combined into DocGo |
| GEAC Computer Corp. | SVP, Americas | Not disclosed | Growth via acquisitions; organic revenue growth |
| Harbinger Corporation | CEO and COO | Not disclosed | Led a then‑public e‑commerce software/services company |
| Texas Instruments | Senior roles in sales/marketing/general management | Not disclosed | High‑tech commercial leadership experience |
External Roles
| Company/Organization | Role | Status/Tenure | Committees/Notes |
|---|---|---|---|
| Current other public company boards | None | N/A | N/A |
| Prior public boards | Fleetmatics Group PLC | Chairman; Director | See Past Roles |
Board Governance
- Independence: Travers is affirmed independent under Nasdaq rules; all three key committees are composed solely of independent directors .
- Committee memberships: None (not on Audit & Compliance, Compensation, or Nominating & Corporate Governance) .
- Class and term: Class II; term expires in 2026 .
- Attendance: The Board met 11 times in 2024; each director attended at least 75% of Board/committee meetings during their service period .
- Executive sessions and leadership: Independent Chair role held by Dr. Stephen K. Klasko; independent directors meet in executive session at regular meetings .
Fixed Compensation
| Program Element | 2025 Standard Program | Vesting/Terms |
|---|---|---|
| Annual Cash Retainer | $55,000 | Cash; paid for Board service |
| Annual RSU Grant | $150,000 | One‑year “cliff” vest; first grant pro‑rated if partial year |
| Initial Option Grant (new directors) | Up to $300,000 | Vests ratably over 3 years; value 2x annual equity grant |
| Committee Retainers (Chair/Member) | Audit: $22,500 / $11,250; Compensation: $20,000 / $10,000; NCGC: $10,000 / $5,000 | Paid annually in cash |
| Additional Retainers | Non‑Executive Chair: $50,000; Lead Independent Director: $25,000 | Cash |
| Director | Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| James M. Travers | 2024 | — | 150,000 | — | — | 150,000 |
Notes:
- 2024 grants to non‑executive directors (other than Klasko) were 34,965 RSUs on Dec 13, 2024 (grant‑date price $4.29), aligning to $150,000 value .
- Compensia has served as independent compensation consultant since 2021 .
Performance Compensation
| Equity Vehicle | Performance Metric | Schedule | Range/Mechanics |
|---|---|---|---|
| Annual RSUs (Directors) | None (time‑based) | One‑year “cliff” vest | Not performance‑based |
| Initial Options (Directors) | None (time‑based) | 3‑year ratable vest | Not performance‑based |
DocGo’s performance‑based metrics (TSR vs Nasdaq Health Care Index; revenue and adjusted EBITDA for NEO bonuses) apply to executives, not directors .
Other Directorships & Interlocks
| Person | Other Public Boards | Interlocks/Notes |
|---|---|---|
| James M. Travers | None currently | No disclosed interlocks with DocGo competitors/customers/suppliers |
Expertise & Qualifications
- ~30 years leading multinational companies in sales/marketing of high‑technology products; experience scaling high‑growth public/private companies .
- Prior CEO/Chair governance experience (Fleetmatics), plus operating roles across enterprise software and semiconductors .
- Business Administration degree (East Stroudsburg University of Pennsylvania) .
Equity Ownership
| Holder | Shares | Derivatives | Total Beneficial | % Outstanding | Notes |
|---|---|---|---|---|---|
| Travers Holdings LLC (managed by James & Susan Travers) | 391,028 | — | 391,028 | 0.39% | Shared voting/dispositive power; beneficial ownership disclaimed except for pecuniary interest |
| James M. Travers (direct) | 56,034 | Stock options exercisable within 60 days: 79,028 | 135,062 | 0.14% | Options are exercisable; RSUs not disclosed for Travers |
| Aggregate (Travers personal + Travers Holdings + options exercisable) | 526,270 | Included above | 526,270 | <1% | Table reports “less than one percent” |
Stock Ownership Guidelines and Policies
- Directors must own shares valued at ≥5x annual cash retainer within five years of appointment; directors were in compliance or on track as of the proxy filing .
- Anti‑hedging policy prohibits short‑term trading, short sales, listed options/derivatives on Company stock, and all hedging transactions .
Governance Assessment
-
Strengths
- Independent director with deep operating and public‑company governance experience; Board confirms independence under Nasdaq rules .
- New director ownership guidelines (5x retainer) and anti‑hedging policy strengthen alignment and risk controls .
- Compensation Committee utilizes independent consultant (Compensia); committee composition fully independent .
- Documented Board attendance threshold met (≥75% in 2024) and regular executive sessions under independent Chair .
-
Potential Conflicts and Red Flags
- Sponsor distribution: Travers Holdings received 424,140 common shares and 443,432 private warrants in 2022; earnout shares subject to forfeiture; while typical in SPACs, related‑party exposure requires ongoing audit oversight .
- Corporate opportunity waiver proposal: Board sought to revise Charter to limit corporate opportunity waivers to “Specified Opportunities”; stockholders did not approve in June 2025—investors may view the attempted revision as a cautionary signal on potential external business overlaps by outside directors, though the Board voluntarily limited reliance on the existing waiver pending vote .
- Not serving on any Board committees reduces direct committee‑level influence on audit/compensation/governance matters; engagement should be monitored through attendance and participation .
-
Shareholder Feedback Signals
- 2025 Say‑on‑Pay passed (47.95M For vs 18.15M Against; 0.86M abstentions), indicating acceptable NEO pay alignment at that time .
- Stockholders did not approve the Corporate Opportunity and Officer Exculpation amendments in 2025, reflecting sensitivity to liability protections and potential conflicts .
Related‑Party and Compliance Controls
- Audit & Compliance Committee oversees related‑person transactions and cybersecurity; related‑party transactions since Jan 1, 2024 pre‑approved per policy .
- Clawback compliant with Rule 10D‑1; anti‑hedging policy filed and enforced .
Overall, Travers presents solid operating credentials and independence. Ongoing monitoring is warranted around historical SPAC‑related holdings (Travers Holdings) and any future proposals that could weaken corporate opportunity guardrails, especially given shareholder rejection of broad waivers in 2025 .