Norman Rosenberg
About Norman Rosenberg
DocGo’s Chief Financial Officer (CFO) since January 2023 and Treasurer since September 2023; age 55 as of April 24, 2025; MS in Business from Johns Hopkins University; Chartered Financial Analyst (CFA). Prior roles include CFO positions at Ambulnz Holdings, AmTrust Financial, KDDI Global, Marsh (Americas), and IDT Telecom; earlier equity analyst at S&P . 2023 revenue grew 42% to $624.2M vs 2022 and adjusted EBITDA increased 31% to $54.0M . In 2024, AIP metrics missed targets (Revenue $616.6M vs $720.4M target; Adj. EBITDA $60.3M vs $85.5M target), producing an 81.8% of target AIP payout for NEOs including the CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ambulnz Holdings, LLC | Chief Financial Officer | Jan 2020 – Present | Finance leadership for DocGo’s operating subsidiary through public company transition . |
| AmTrust Financial, Inc. | President, Direct-to-Consumer Division; CFO of AmTrust’s global fee companies | Jan 2015 – Dec 2019 | Led DTC business and finance for fee businesses . |
| KDDI Global (division of KDDI Corp.) | Chief Financial Officer | Mar 2009 – Dec 2014 | Regional finance leadership for telecom operations . |
| Marsh, Inc. (Marsh & McLennan) | CFO of the Americas | Aug 2007 – Oct 2008 | Regional CFO for Americas . |
| IDT Telecom (NYSE: IDT) | Chief Financial Officer | Apr 2001 – Jul 2007 | Corporate finance leadership at telecom operator . |
| IDT Telecom | Vice President, Capital Markets | Oct 1999 – Mar 2001 | Capital markets leadership . |
| Standard & Poor’s Corporation | Equity Analyst | 1995 – 1999 | Sell-side equity analysis . |
External Roles
- None disclosed for Mr. Rosenberg in the proxy biography .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $425,000 | $492,000 |
| Target Bonus (% of Base) | 75% | 83% |
| Target Bonus ($) | $318,750 | $408,360 |
| Actual Annual Incentive (Cash) ($) | $318,750 (target component; plus discretionary increase to total annual bonus below) | $334,098 |
| Total 2023 Annual Bonus ($; 50% cash/50% RSUs) | $975,000 | — |
Notes
- 2023 bonuses paid 50% in cash and 50% in RSUs vesting over six equal quarterly installments starting April 1, 2024 .
Performance Compensation
Annual Incentive Plan (AIP) Structure and Outcomes
| Year | Metric | Weight | Target | Actual | Outcome |
|---|---|---|---|---|---|
| 2023 | Revenue | 75% | $505M | $624.2M | 124% of target metric; full target bonus earned before discretionary upward adjustment . |
| 2023 | Adjusted EBITDA | 25% | $47.5M | $54.0M | 114% of target metric; full target bonus earned; total annual bonus set at $975K (50% cash/50% RSUs) . |
| 2024 | Revenue | 75% | $720.4M | $616.6M | 85.6% of target metric . |
| 2024 | Adjusted EBITDA | 25% | $85.5M | $60.3M | 70.5% of target metric . |
| 2024 | AIP Payout | — | 100% of target at plan | — | 81.8% of target (CFO cash payout $334,098) . |
Long-Term Incentive (LTI) – Grants, Metrics, and Vesting
| Grant Date | Instrument | Quantity | Key Performance Metric / Vesting | Notes |
|---|---|---|---|---|
| 12/12/2024 | RSUs | 346,062 | Time-based; vest 25% annually over 4 years from grant | CFO annual LTI RSUs under 2025 LTI program . |
| 12/12/2024 | PSUs (Target) | 346,062 | Relative TSR vs Nasdaq Health Care Index; 3 overlapping tranches: 2025, 2026, 2027; payout 0–200%; 50% at 25th pct, 100% at 55th pct, 200% at ≥75th pct; earned tranches vest on certification dates in early 2026/2027/2028 | Introduced relative TSR in response to shareholder feedback . |
| 03/15/2024 | RSUs | 133,197 | In lieu of 50% of 2023 bonus; vest in six equal quarterly installments starting 04/01/2024 | Grant-date fair value $487,501 . |
| 12/12/2023 | RSUs | 213,178 | Time-based; typically vest 25% annually over 4 years | Annual grants for FY2024 . |
| 12/12/2023 | PSUs (Target) | 213,178 | 2024 revenue goal; payout 0–125% | 2024 actual revenue yielded 80% of target PSUs earned . |
| 03/07/2025 (Certification) | 2023 PSU Earned | 170,543 | One-fourth vested on certification, remaining vest in 3 equal annual installments on grant anniversary | Based on 2024 revenue of $616,555,132; 80% payout of 2023 PSU target . |
Equity Ownership & Alignment
- Beneficial Ownership (as of April 4, 2025): 1,084,503 shares (approx. 1.1% of outstanding) consisting of 200,223 common shares and 884,280 options exercisable within 60 days .
- Outstanding (Unvested/Earned) Awards at 12/31/2024 (select items): RSUs 159,883 (value $677,904), RSUs 66,597 (value $282,371), RSUs 346,062 (value $1,467,303); PSUs (earned from 2023) 170,543 (value $723,102); 2024 PSUs (target) 346,062 (payout value at target $1,467,303) .
- Stock Ownership Guidelines (adopted Feb 2025): CFOs and other NEOs must hold ≥2x base cash compensation within 5 years; NEOs are in compliance or on track .
- Clawback Policy: Compliant with Rule 10D‑1 and Nasdaq; applies to current/former executive officers; 3-year lookback for restatements; policy filed as Exhibit 97.1 to 2023 10‑K .
- Insider Trading Policy: Prohibits short-term trading, short sales, derivative transactions (puts/calls), and all hedging transactions .
Vesting and Trading Flow Indicators
| Year | Option Exercises (# / $) | Stock Vested (# / $) |
|---|---|---|
| 2023 | 0 / $0 | 82,482 / $676,000 |
| 2024 | 0 / $0 | 119,895 / $452,410 |
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Agreements | CFO employment agreement initially effective at Business Combination (Nov 5, 2021); 36‑month initial term; auto-renews in 1‑year increments unless notice 60 days before renewal; includes confidentiality, non‑competition, customer and employee non‑solicitation restrictions . |
| Non‑CIC Severance | If terminated without cause or resigns for good reason outside CIC window: 12 months base salary paid over 12 months; pro‑rata annual bonus based on actual results; up to 12 months COBRA premiums . |
| CIC Window | 3 months before through 12 months after a change in control . |
| CIC Severance | Lump sum of base salary + target bonus; pro‑rata annual bonus based on actual results; unpaid prior year bonus; up to 12 months COBRA premiums . |
| Equity Treatment | Death/disability or termination without cause within 24 months post‑CIC: all unvested RSUs fully vest; PSUs’ service requirement deemed satisfied (remain subject to performance); unvested options fully vest and become exercisable . |
| 280G Treatment | “Best‑net” after‑tax approach; no excise tax gross‑ups . |
| Benefits & Perqs | Company pays 100% of medical premiums for NEOs; no defined benefit pension; 401(k) offered without company match in 2024 . |
Compensation Structure Analysis
- Pay-for-performance alignment: 2024 AIP tied 75% to revenue and 25% to adjusted EBITDA; with underperformance versus targets (85.6% revenue; 70.5% EBITDA), CFO’s AIP paid at 81.8% of target, showing formulaic linkage to company outcomes .
- LTI evolution: Shift from revenue PSUs (2023 grant) to relative TSR PSUs (2024 grant for 2025 LTI) addresses shareholder feedback (2024 say-on-pay support 72.4%) and diversifies performance measures, with a symmetrical 0–200% payout curve and overlapping periods to phase in the new design .
- Ownership/retention: Substantial unvested RSUs/PSUs and multi-year vesting schedules plus 12‑month severance and CIC protection support retention; anti‑hedging and ownership guidelines enhance alignment .
- Governance terms: Clawback compliant with Rule 10D‑1; no tax gross‑ups; best‑net 280G treatment—shareholder‑friendly features .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 72.4%; Compensation Committee responded by introducing relative TSR in PSUs and adopting officer/director stock ownership guidelines in Feb 2025 .
- 2025 annual meeting outcomes (vote counts): Say‑on‑pay For 47,948,090; Against 18,150,345; Abstain 855,499; auditor ratification approved; corporate opportunity and officer exculpation charter amendments did not meet 66⅔% supermajority threshold .
Additional Data – Outstanding Equity Detail (as of 12/31/2024)
| Category | Quantity | Value Basis |
|---|---|---|
| RSUs (12/12/2023) | 159,883 | $677,904 (at $4.24) |
| PSUs (Earned; 12/12/2023) | 170,543 | $723,102 (at $4.24) |
| RSUs (03/15/2024) | 66,597 | $282,371 (at $4.24) |
| RSUs (12/12/2024) | 346,062 | $1,467,303 (at $4.24) |
| PSUs (Target; 12/12/2024) | 346,062 | $1,467,303 (at $4.24; at target) |
Equity Award Vesting Schedules (Select)
- RSUs granted 12/12/2024: Vest 25% annually over four years from grant date .
- PSUs granted 12/12/2024: Three equal tranches with performance periods ending 12/31/2025, 12/31/2026, and 12/31/2027; payout 0–200% based on relative TSR; tranches vest on early‑year certification dates (2026/2027/2028) .
- 2023 PSUs (earned based on 2024 revenue): 80% of target earned; one‑fourth vested on 3/7/2025; remaining three‑fourths vest in equal annual installments on grant anniversaries .
- March 15, 2024 RSUs (in lieu of bonus): Vest in six equal quarterly installments beginning 4/1/2024 .
- Options: Examples—12/15/2022 awards vest in two equal annual installments beginning 12/15/2025; 5/12/2023 awards vest in three equal annual installments beginning 5/12/2025 .
Employment & Contracts – Key Dates
- Appointed CFO of DocGo: January 2023; appointed Treasurer: September 2023 .
- CFO employment agreement: 36‑month initial term from closing of Business Combination (Nov 5, 2021), auto‑renewal in 1‑year increments .
Investment Implications
- Alignment and retention: High proportion of at‑risk pay (AIP and PSUs), multi‑year vesting, ownership guidelines, and robust clawback favor investor alignment; CIC protections and significant unvested equity should mitigate near‑term departure risk .
- Performance sensitivity: 2024 AIP payout at 81.8% reflects underperformance on revenue and EBITDA vs plan; forward LTI now tied to relative TSR may increase pay‑for‑performance sensitivity to stock returns and reduce reliance on internal target‑setting .
- Governance posture: No excise tax gross‑ups and best‑net 280G treatment are shareholder‑friendly; adoption of ownership guidelines and 10D‑1 clawback strengthens controls .
- Selling pressure: No option exercises in 2023 or 2024; stock vesting continued; monitor Form 4s for any sales post‑vesting as sizable RSU/PSU balances begin to settle in 2025–2028 .