Stephen Klasko
About Stephen K. Klasko, MD
Independent Chair of the Board at DocGo (appointed October 1, 2024), age 71, Class III director with term expiring in 2027. Background includes President & CEO of Thomas Jefferson University and Jefferson Health (2013–2021), Dean/CEO roles at USF Health (2009–2013), Morsani College of Medicine (2004–2013), and Drexel University College of Medicine (2000–2004). Education: BS Lehigh University, MD Hahnemann University College of Medicine, MBA Wharton School. The Board deems him independent under Nasdaq rules and qualified given extensive healthcare leadership and strategic vision .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thomas Jefferson University & Jefferson Health | President & CEO | Sep 2013 – Dec 2021 | — |
| University of South Florida – USF Health | CEO | 2009 – 2013 | — |
| University of South Florida – Morsani College of Medicine | Dean | 2004 – 2013 | — |
| Drexel University College of Medicine / Drexel University Physicians | Dean; CEO | 2000 – 2004 | — |
External Roles
| Organization | Role | Tenure | Committee/Leadership |
|---|---|---|---|
| Teleflex Incorporated (NYSE: TFX) | Director; Lead Independent Director; Chair of Nominating & Governance | Since 2008 | Leads nom/gov; independent leadership |
| Abundant Venture Partners | Chief Medical Officer | Since Mar 2021 | — |
| General Catalyst | Advisor | Since Feb 2022 | — |
Board Governance
- Board structure: Seven directors; staggered classes; roles of Chair and CEO are separated; independent directors meet in executive session with the Chair presiding .
- Independence: Board determined Dr. Klasko is independent; Audit, Compensation, and NCGC are composed solely of independent directors; he meets heightened independence for audit/comp committees .
- Committee assignments and engagement:
- Audit & Compliance Committee: Member; committee met 7 times in 2024 .
- Nominating & Corporate Governance Committee: Member; committee met 3 times in 2024 .
- Compensation Committee: Not a member .
- Attendance: The Board met 11 times in 2024; each director attended at least 75% of Board and relevant committee meetings during their period of service .
| Attribute | Details |
|---|---|
| Board class/term | Class III; term expires 2027 |
| Committee roles | Audit & Compliance (Member); NCGC (Member) |
| Executive sessions | Chair presides; independent directors meet regularly |
| Meeting counts (2024) | Board: 11; Audit: 7; Compensation: 7; NCGC: 3 |
| Independence | Independent (Nasdaq) |
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual cash retainer (Chair – first year) | $300,000 | Approved in connection with appointment effective Oct 1, 2024 |
| Cash fees actually paid (2024) | $75,000 | Reflects pro-rata 2024 cash fees |
| Standard 2025 director program (context) | $55,000 annual cash retainer | Applies to non-exec directors generally; additional $50,000 cash for Non-Executive Chair role under standard program |
The Compensation Committee engages Compensia, Inc. as independent advisor on director and executive compensation .
Performance Compensation
| Instrument | Grant details | Vesting | Grant-date fair value |
|---|---|---|---|
| Stock options (Chair – first year) | 204,082 options | One-year “cliff” vesting | ~$500,000 |
| RSUs (2024) | None for Dr. Klasko | — | — |
Performance metrics tied to director awards: none disclosed (options time-vest; standard RSUs for other directors time-vest) .
Other Directorships & Interlocks
| Company | Relationship to DocGo | Role/Committee | Notes |
|---|---|---|---|
| Teleflex Incorporated | Customer/supplier relationship not disclosed | Lead Independent Director; Nominating & Governance Chair | Public company board; governance leadership |
No related-party transactions involving Dr. Klasko are disclosed; Audit & Compliance Committee reviews all related person transactions per policy .
Expertise & Qualifications
- Extensive healthcare leadership across academic medical centers and health systems; strategic vision cited by the Board .
- Governance expertise through Teleflex lead independent director and nom/gov chair roles .
- Education: BS (Lehigh), MD (Hahnemann University College of Medicine), MBA (Wharton) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs Held (12/31/2024) | Options Outstanding (12/31/2024) | Shares Outstanding Reference |
|---|---|---|---|---|---|
| Stephen K. Klasko, MD | — | — | 0 | 204,082 | 99,941,748 (as of Apr 4, 2025) |
- Stock ownership guidelines (adopted Feb 2025): non-executive directors must own ≥5x annual cash retainer within 5 years; unexercised options and unearned PSUs excluded from counting. As of filing, each non-executive director was in compliance or on track to comply .
- Anti-hedging policy prohibits short sales, options/derivatives trading, and all hedging transactions, strengthening alignment; pledging policy not explicitly disclosed .
Governance Assessment
- Positive signals: Independent Chair with deep healthcare operating experience; separation of Chair/CEO roles; active committee membership; presiding over executive sessions enhances independent oversight .
- Compensation alignment: First-year Chair package is heavily equity-linked via options with one-year cliff vesting; cash retainer pro-rated in 2024; standard 2025 program introduces ownership guidelines (≥5x cash retainer) to strengthen alignment .
- Ownership: Beneficial ownership shows no shares as of April 4, 2025; options outstanding do not count toward ownership guidelines; disclosure indicates directors are in compliance or on track, but near-term “skin-in-the-game” for Klasko appears limited until equity is acquired or options vest/exercise .
- Independence and conflicts: Board explicitly determined independence; no related-party transactions involving Klasko disclosed; Audit & Compliance Committee oversees related-person transactions and cybersecurity risk .
- Shareholder feedback context: 2024 Say-on-Pay approval ~72.4%; Compensation Committee responded by enhancing performance linkage for executives and adopting ownership guidelines covering directors, suggesting responsiveness to investor input .
RED FLAGS to monitor
- Low direct share ownership as of April 2025 for the Chair; watch progress toward ownership guidelines compliance (options excluded) .
- Transition from special Chair package to standard program: confirm whether ongoing Chair compensation reverts to standard cash + RSU framework or remains elevated; track any discretionary or out-of-policy awards .
- Interlocks: While none are disclosed as conflicts, monitor any business dealings between DocGo and organizations where Klasko holds roles (e.g., Teleflex, venture affiliations) for potential related-party exposure; Audit & Compliance Committee reviews are the safeguard .
Board policies enhancing governance include independent committee composition, executive sessions led by the independent Chair, and robust anti-hedging rules; the new stock ownership guidelines should improve long-term alignment as they phase in over five years **[1822359_0001213900-25-035063_ea0237246-04.htm:14]** **[1822359_0001213900-25-035063_ea0237246-04.htm:12]** **[1822359_0001213900-25-035063_ea0237246-04.htm:31]** **[1822359_0001213900-25-035063_ea0237246-04.htm:21]**.