Michael Burdiek

About Michael Burdiek

Independent director of DocGo (since 2021), age 65 as of April 24, 2025. He chairs the Audit & Compliance Committee (designated Audit Committee Financial Expert) and serves on the Compensation Committee. Prior roles include CEO of Motion Acquisition Corp. (DocGo’s SPAC predecessor) and President/CEO of CalAmp; education includes a B.S. in Electrical Engineering (Kansas State University) and an MBA and M.S. in Electrical Engineering (Cal State Fullerton). He also serves on Five9’s board and is an advisor/board member to private technology companies .

Past Roles

External Roles

Board Governance

• Independence: Determined independent under Nasdaq rules; also meets heightened independence standards for Audit and Compensation Committees .
• Committee assignments: Audit & Compliance Committee Chair and designated “financial expert”; Compensation Committee member .
• Attendance: Board met 11 times in 2024; each director attended at least 75% of Board and committee meetings during periods of service .
• Executive sessions: Independent directors meet in executive session, chaired by the independent Board Chair .
• Risk oversight: As Audit Chair, oversees financial reporting, compliance, cybersecurity; receives CISO quarterly reports .

Fixed Compensation

DocGo’s non-executive director pay framework and Burdiek’s 2024 outcome:

• Structure (2025 program):

  • Annual cash retainer $55,000; Committee retainers: Audit Chair $22,500; Compensation Committee member $10,000; Nominating & Corporate Governance member $5,000; Non-Exec Chair $50,000; Lead Independent Director $25,000 .
  • Annual equity grant: $150,000 in RSUs, 1-year cliff vest; initial option grant for new directors up to $300,000 vesting over 3 years .

• 2024 actual for Burdiek:

  • Cash fees: $0; Stock awards: $150,000; Options: $0; Total: $150,000 .
  • 2024 RSU grant detail: granted 34,965 RSUs on Dec 13, 2024 at $4.29 per share grant-date price, vesting on first anniversary .

Performance Compensation

• Directors receive time-based equity (no performance metrics): standard annual RSU grant (time vesting). Burdiek held 79,208 outstanding options as of year-end 2024 (original option grants from prior service), and received no option grants in 2024 .
• No director performance metrics (e.g., TSR, EBITDA) are used for director equity; performance metrics apply to executives only .

Other Directorships & Interlocks

• Current public boards: Five9, Inc. (Audit; Compensation) .
• DocGo “Compensation Committee Interlocks and Insider Participation”: none of the Compensation Committee members (including Burdiek) have served as officers of DocGo or had relationships requiring Item 404 disclosure; no executive officer interlocks disclosed .
• No disclosed related-party ties between DocGo and Five9.

Expertise & Qualifications

• Financial and audit expertise: Designated Audit Committee Financial Expert; extensive public company CEO experience .
• Technology/telecom and mobility/IoT domain leadership (CalAmp, Comarco, Telenetics) .
• Engineering and operating background (BSEE, MSEE+MBA) supporting oversight of technology-enabled healthcare operations .

Equity Ownership

Insider Trades

Fixed Director Compensation Table (2024 actuals)

2025 program implication if roles unchanged: $55,000 (board) + $22,500 (Audit Chair) + $10,000 (Compensation member) cash retainers; plus $150,000 annual RSUs (program terms) .

Other Governance Signals

• Say‑on‑Pay support: 72.4% approval at 2024 AGM; Compensation Committee responded by adding relative TSR PSUs for executives and adopting stock ownership guidelines in 2025 .
• Corporate opportunities charter amendment: Board proposed narrowing the waiver to “Specified Opportunities” after stockholder litigation; suggests responsiveness to governance concerns (board-wide issue, not specific to Burdiek) .
• Clawback: Company maintains a Dodd‑Frank compliant clawback policy (executive officers) .

Related-Party / SPAC Legacy Items

• Sponsor distributions (post‑SPAC): On Jul 27, 2022, SPAC sponsor distributed securities to members; Burdiek received 415,537 common shares and 434,437 Private Warrants; he also held 98,606 “Sponsor Earnout Shares” and 27,946 “Additional Earnout Shares” subject to earnout/forfeiture terms. On Nov 5, 2022, 6,986 Additional Earnout Shares were forfeited per escrow terms .
• These legacy SPAC interests are typical but represent continuing economic alignment; ongoing related‑party transaction approvals are overseen by the Audit & Compliance Committee under the Related Person Transaction Policy .

Governance Assessment

• Strengths

  • Independent director with deep public‑company CEO experience and financial expertise; serves as Audit Chair and FE, providing strong oversight of financial reporting and cybersecurity .
  • Good engagement: meets attendance threshold; independent executive sessions; clear committee charters; use of independent comp consultant (Compensia) .
  • Alignment: director ownership guidelines (5x cash retainer), anti‑hedging policy, annual RSU grants; beneficial ownership disclosed .

• Watch items

  • SPAC legacy positions (earnout/warrant history) create potential optics of continuing incentives from the de‑SPAC process; mitigated by independence determinations and Related Person Transaction Policy oversight .
  • Say‑on‑Pay support at 72.4% signals moderate shareholder concern on executive pay design; Board has made responsive changes (relative TSR PSUs, guidelines) .

• Net view for investor confidence

  • Burdiek’s audit leadership and financial expertise are positives for board effectiveness. The SPAC legacy ties warrant continued monitoring but are transparently disclosed and subject to policy oversight. The compensation governance response (TSR metrics, ownership guidelines) suggests constructive engagement with shareholders .