Lee Bienstock

About Lee Bienstock

Lee Bienstock, age 41, is DocGo’s Chief Executive Officer (since September 15, 2023) and a Class I Director (since 2024). He previously served as COO (Mar 2022–Sep 2023) and President (Jan–Sep 2023), and before DocGo spent 2011–2022 at Alphabet/Google, including Global Head of Business Development at Google Devices & Services and Head of Partnerships at Google Fiber. He holds an MBA from Wharton and a B.S. (Policy Analysis & Management, with distinction) from Cornell University . DocGo’s pay-versus-performance disclosure shows 2024 “compensation actually paid” to the CEO of $4,007,060 versus a Summary Compensation Table total of $7,562,418, while the value of a $100 initial investment measured as company TSR was 42 for 2024, below the peer group’s 119; the table also reports 2024 revenue of $616.6M and net income of $13.36M . In Q3 2025, Bienstock highlighted record volumes and investment in care gap and primary care offerings, with management guiding 2026 base business revenue to +12–20% and aiming to exit 2026 on an adjusted EBITDA positive run-rate .

Past Roles

External Roles

Fixed Compensation

Notes:

• 2024 bonus was based on revenue and adjusted EBITDA metrics (see Performance Compensation) .
• Base salary maintained at $785,000 for 2024 following 2023 increase; peer alignment was reviewed by the Compensation Committee .

Performance Compensation

Annual Incentive (2024)

Program design emphasized revenue growth and adjusted EBITDA to align with shareholder value creation; 2024 targets implied ~15% revenue growth and ~58% adjusted EBITDA growth vs 2023 .

Long-Term Incentive (Dec 2024 grants under 2025 LTI Program)

• Mix: 50% time-based RSUs, 50% PSUs, designed to balance retention and performance .
• CEO grants: 536,993 RSUs and 536,993 target PSUs (grant date 12/12/2024) .
• RSU vesting: four equal annual installments on each anniversary of grant date .
• PSU metric: Relative TSR vs Nasdaq Health Care Index constituents; tranches for 2025/2026/2027 performance periods, vesting on Certification Dates .
• PSU payout curve: ≥75th percentile = 200%; 55th = 100%; 25th = 50%; <25th = 0%; linear interpolation between points .

Additional 2024 equity:

• 218,579 RSUs granted 3/15/2024 as payment for 50% of 2023 bonus; vest in six equal quarterly installments beginning April 1, 2024 .

Option Awards (selected outstanding grants as of Dec 31, 2024)

2024 Stock Vested: 345,414 shares vested from RSUs with $1,324,139 value realized (based on vest date price) .

Equity Ownership & Alignment

Policies and alignment:

• CEO stock ownership guideline: ≥6× base cash compensation within 5 years; NEO guidelines 2×; company notes NEOs are in compliance or on track .
• Anti-hedging policy prohibits short-term trading, short sales, and transactions in options/derivatives; hedging transactions are banned .
• Pledging policy: not specifically disclosed; no pledging by Bienstock disclosed in the proxy .

Employment Terms

• Employment Agreement: Initial term commenced November 2, 2023 for 36 months; auto-renews for successive one-year terms unless 60-day prior notice; includes confidentiality, non-compete, customer and employee non-solicit covenants .
• Compensation elements: base salary; annual performance bonus eligibility; participation in benefit plans; one-time sign-on/top-up equity in Dec 2023 (target grant date value $1,038,000) and 2023 annual equity grant targeted at $6,000,000 .
• Severance and Change-in-Control (CIC): Under certain terminations, severance applies (see table below); under the 2021 Plan, on death/disability or termination without cause on or within 24 months post-CIC, unvested RSUs fully vest, options fully vest and become exercisable, and PSUs have service condition deemed satisfied with performance measured over the period .

Governance protections:

• Clawback policy compliant with Rule 10D-1 and Nasdaq standards; 3-year lookback for restatements .

Board Governance

• Board Service: Director since 2024; Class I; term to 2025; not independent; no committee memberships .
• Board Structure: Independent Chair (Stephen K. Klasko); all Audit & Compliance, Compensation, and Nominating & Corporate Governance committees composed solely of independent directors; committee chairs: Audit—Michael Burdiek; Compensation—Ira Smedra; NCGC—Ira Smedra .
• Board/Committee Activity: 11 Board meetings in 2024; each director attended ≥75% of meetings of the Board and committees on which they served; committee meetings in 2024: Audit (7), Compensation (7), NCGC (3) .
• Dual-role implications: Bienstock is CEO and a director (not independent), but separation of Chair and CEO roles and independent committees mitigate independence concerns .

Director compensation program (non-executive directors; context for governance quality):

• 2025 updates: $55,000 annual cash retainer; $150,000 RSU grant (1-year cliff); initial options up to $300,000 vesting over 3 years; committee chair/member retainers and additional retainers for Non-Exec Chair ($50,000) and Lead Independent Director ($25,000) .
• Stock ownership guideline: non-exec directors required to hold ≥5× annual cash retainer within 5 years; directors were in compliance or on track .

Say-on-Pay & Shareholder Feedback

• 2025 Annual Meeting votes: Say-on-Pay passed with 47,948,090 For; 18,150,345 Against; 855,499 Abstentions; broker non-votes 14,816,506 . Approximate approval rate (For/(For+Against)) ≈ 72.6% (computed from reported votes) .

Compensation Peer Group and Committee Practices

• Compensation Committee engages Compensia (independent) since 2021; conducts annual market analysis and peer benchmarking .
• 2024 peer group approved Nov 2023 includes Accolade, Addus, Agiliti, American Well, Astrana Health, CareMax, Certara, Definitive Healthcare, GoodRx, Health Catalyst, Hims & Hers, OraSure, Pennant Group, Phreesia, Privia, Progyny, Sharecare, Viemed .
• For 2024, ~50% of CEO’s annual target total direct compensation was performance-based; for other NEOs, ~47.9% (avg) performance-based .

Track Record, Value Creation, and Execution Risk

• Strategic initiatives: Acquisition of SteadyMD (virtual care platform) expected to generate ~$25M revenue in 2025 and reach EBITDA positive by 2026; strengthens 50-state virtual clinician network and last-mile care integration .
• Commercial expansion: Announced launch of Longitudinal Care Services with a California health plan and care gap closure program in New Mexico, targeting improved payer quality scores and access for under-engaged populations .
• Operational commentary: Q3 2025 record volumes; investments in care gap and primary care expected to decline significantly in 2026 as markets mature; 2026 base business revenue guidance +12–20% with adjusted EBITDA positive exit run-rate .

Risks and Red Flags

• CIC acceleration of equity and cash payouts can incentivize deal timing; total potential accelerated equity ~$8.09M for CEO under assumed price and scenario .
• Anti-hedging policy exists; pledging policy not specifically disclosed; no pledging by the CEO disclosed—monitor for pledging updates .
• Two charter amendment proposals (corporate opportunity waiver and officer exculpation) did not pass at the 2025 AGM—indicates shareholder sensitivity to governance changes .

Equity Ownership and Vesting Pressure Indicators

• Near-term vesting cadence from March 2024 RSUs (six quarterly installments starting April 1, 2024) and Dec 2024 RSUs (annual tranches) can create periodic supply; 2024 RSU vesting totaled 345,414 shares for CEO .
• Options outstanding across multiple strike prices and expirations through 2033; mix of in- and out-of-the-money exposure drives alignment with long-term equity value .

Employment Agreements, Severance, and Change-of-Control Economics

• Term: 36 months from Nov 2, 2023; auto-renewal by one-year increments unless 60 days’ notice .
• Severance (non-CIC): Salary $785,000; bonus $642,245; benefits continuation $36,722 .
• Double-trigger CIC: Same salary; higher bonus $1,427,245; benefits $36,722; accelerated vesting of RSUs/options; PSUs service condition deemed met with performance testing over period ($8,091,574 equity acceleration under assumptions) .

External Directorships and Interlocks

• No current public company boards listed for Bienstock; “Other Public Boards: None” in director table .

Fixed vs Equity Mix (CEO)

• 2024 Summary Compensation for CEO: Salary $785,000; Stock Awards $6,098,451; Non-Equity Incentive $642,245; Other $36,722; Total $7,562,418, with Compensation-Actually-Paid adjusted to $4,007,060 per Item 402(v) methodology .

Investment Implications

• Pay-for-performance alignment: CEO LTI is 50% PSUs tied to relative TSR with a 0–200% payout curve; near-term annual bonus linked to revenue (75%) and adjusted EBITDA (25%) with rigorous targets—this structure aligns upside with growth and profitability and could be supportive of multiple expansion if execution on guidance materializes .
• Retention and supply overhang: Significant unvested RSUs/PSUs and scheduled quarterly/annual vesting create potential insider selling pressure around vest dates; options extend alignment through 2032–2033 maturities .
• CIC incentives: Material equity acceleration and cash payouts under CIC could bias management toward strategic transactions under the right conditions; investors should assess how acquisition activity (e.g., SteadyMD) fits within capital allocation and margin trajectory .
• Governance: CEO serves as a director but the Chair is independent and all key committees are independent, mitigating dual-role independence concerns; 2025 say-on-pay passed (~72.6% approval), but recent failure of charter amendments suggests shareholders are attentive to governance changes .
• Execution risks: 2024 underperformance vs targets (revenue and adjusted EBITDA) resulted in 81.8% bonus funding; 2025–2026 strategy relies on maturing care gap/primary care programs and integrating SteadyMD—tracking realized EBITDA conversion and payer expansions will be critical for equity catalysts .