Stephen Sugrue
About Stephen Sugrue
Stephen Sugrue, age 53, is DocGo’s Chief Compliance Officer (CCO) since March 2022, responsible for oversight of compliance and ethics functions; he previously served as DocGo’s VP of Compliance and Counsel (Jan 2021–Mar 2022) and held compliance leadership roles at Garnet Health (2007–2021) and St. Vincent’s Midtown Hospital (2005–2007) . He holds a law degree with a Health Law & Policy Certificate from Pace University School of Law and has clinical credentials as a registered nurse, certified emergency nurse, EMT, and paramedic . Company performance tied to his incentive framework: 2024 revenue was $616.6 million vs $720.4 million target and adjusted EBITDA was $60.3 million vs $85.5 million target, yielding 81.8% bonus payout for NEOs including the CCO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DocGo (Ambulnz/DocGo Inc.) | VP of Compliance & Counsel | Jan 2021–Mar 2022 | Established compliance counsel function prior to promotion to CCO |
| Garnet Health | Compliance roles incl. Chief Compliance Officer & Counsel | Jul 2007–Jan 2021 | Led compliance programs across multi-year period in a health system |
| St. Vincent’s Midtown Hospital | Associate General Counsel & Compliance Officer | Nov 2005–Jul 2007 | Managed hospital compliance and legal matters |
| NY State Attorney General & healthcare litigation firms | Attorney | Prior roles | Legal and regulatory enforcement experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Institute of Healthcare Compliance | Board of Directors | Current | Industry engagement in compliance standards |
| Volunteer EMT/Paramedic & Firefighter | Volunteer | Current | Ongoing clinical/public safety service |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $359,914 | $426,000 | 14.5% increase to align with peer roles |
| Target Bonus (% of Salary) | — | 54% | Set Dec 2023 for FY2024 |
| Target Bonus ($) | — | $230,040 | Derived from 54% of $426k |
| Actual Bonus Paid ($) | $186,000 | $188,206 | 81.8% payout vs target |
| All Other Compensation ($) | $4,438 | $9,045 | Company-paid healthcare premiums |
| Total Compensation ($) | $2,439,700 | $1,842,946 | Includes equity grants per ASC 718 |
Performance Compensation
Annual Incentive (FY2024)
| Metric | Weighting | Target | Actual | Actual vs Target | Payout Factor |
|---|---|---|---|---|---|
| Revenue ($) | 75% | $720.4 million | $616.6 million | 85.6% | Contributes to 81.8% overall |
| Adjusted EBITDA ($) | 25% | $85.5 million | $60.3 million | 70.5% | Contributes to 81.8% overall |
| Total | — | — | — | — | 81.8% of target |
Notes:
- Adjusted EBITDA reconciliation is disclosed in Appendix A (Adjusted EBITDA $60.3 million) .
Long-Term Incentives
2025 LTI Program (granted Dec 12, 2024):
| Award Type | Units Granted | Vest/Earn Schedule | Performance Metric | Payout Curve |
|---|---|---|---|---|
| RSUs | 107,399 | 4 equal annual tranches starting Dec 12, 2025 | Time-based | n/a |
| PSUs (Target) | 107,399 | 3 tranches; performance periods: 2025, 2025–2026, 2025–2027; vest on certification in early 2026/2027/2028 | Relative TSR vs Nasdaq Health Care Index constituents | 0% (<25th), 50% (25th), 100% (55th), 200% (≥75th percentile) |
2023 PSU Awards (certified Mar 7, 2025):
| Award Type | Target Units | Metric | 2024 Outcome | Earned Units | Vesting |
|---|---|---|---|---|---|
| PSUs (2023 grant) | 96,899 | Revenue | $616,555,132 | 77,520 (80% of target) | 25% vested on Mar 7, 2025; remaining in 3 annual tranches |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Stephen Sugrue | 252,274 (97,729 shares + 154,545 options exercisable within 60 days) | ~0.25% (252,274 / 99,941,748) |
Notes:
- The proxy lists Sugrue’s % as “<1%” consistent with SEC rules . Breakdown: 97,729 shares and 154,545 options exercisable as of table date .
Outstanding and Unvested Equity (as of Dec 31, 2024)
| Instrument | Quantity | Status/Terms |
|---|---|---|
| RSUs (12/12/2023) | 72,674 | Unvested; 3 equal annual tranches starting May 12, 2025 |
| RSUs (03/15/2024) | 34,154 | Unvested; 6 equal quarterly tranches beginning Apr 1, 2024 (granted as 50% of 2023 bonus) |
| RSUs (12/12/2024) | 107,399 | Unvested; 4 equal annual tranches starting Dec 12, 2025 |
| PSUs (12/12/2023) | 77,520 | Earned at 80%; 25% vested Mar 7, 2025; remaining 3 annual tranches |
| PSUs (12/12/2024) | 107,399 (target) | Unearned; relative TSR with certification in early 2026/2027/2028 |
| Options (multiple grants) | Various (e.g., 21,371 unexercisable + 64,114 unexercisable at 8/11/2023 grant) | Typical 2–3 year annual installment vesting beginning 2025–2026; strike prices $3.25–$10.03; expirations 2030–2033 |
Insider activity signals:
- 2024 stock vested: 58,377 shares; realized value $218,986 on vesting dates (no option exercises in 2024) .
- Anti-hedging policy prohibits short sales, options, and all hedging transactions; trading requires pre-clearance, and blackout windows apply . No pledging policy disclosure; pledging not mentioned in the Insider Trading Policy section .
Stock ownership guidelines:
- Executives must hold: CEO 6x base; other NEOs 2x base within ~5 years; Sugrue is “in compliance, or on track to comply” as of filing .
Employment Terms
| Term | Detail |
|---|---|
| Role & start | CCO since March 2022; Sugrue Agreement effective Aug 3, 2023 |
| Agreement term | Initial 36 months; auto-renew for successive 1-year terms unless 60-day notice |
| Covenants | Confidentiality, non-competition, customer and employee non-solicitation/non-interference |
| Severance (no CIC) | 6 months base salary; pro rata bonus based on actual performance; up to 6 months COBRA; subject to release |
| Severance (CIC double-trigger) | Lump sum = 0.5 × (base + target bonus); pro rata current-year bonus plus any prior-year earned unpaid bonus; up to 6 months COBRA; “best-net” 280G (no tax gross-up) |
| Equity on death/disability or CIC termination w/o cause | Unvested options fully vest/exercisable; RSUs fully vest; PSUs service requirement deemed satisfied, remain subject to performance |
| Potential payments (illustrative at 12/31/2024) | No-CIC: Salary $213,000; Bonus $188,206; Benefits $9,045; Accelerated Equity $1,633,219 . CIC: Salary $213,000; Bonus $303,226; Benefits $9,045; Accelerated Equity $1,633,219 |
| Clawback | Dodd-Frank 10D-1-compliant policy to recoup excess incentive compensation upon accounting restatement during 3-year lookback |
Compensation Structure Analysis
- Cash vs. equity mix: In 2024, Sugrue’s total was $1.84 million with $1.22 million equity grant-date value and $188k bonus; base rose 14.5% to $426k, aligning with peers .
- Shift in PSU metrics: 2025 LTI uses relative TSR with overlapping 1-, 2-, 3-year periods, replacing revenue metric used in 2024 PSUs; cap at 200% of target at ≥75th percentile TSR .
- Pay-for-performance: 2024 annual bonus set on revenue (75%) and adjusted EBITDA (25%); payout at 81.8% reflects shortfall vs targets .
- Say-on-Pay: 72.4% approval at 2024 meeting; committee responded by adding stock ownership guidelines and TSR PSUs for 2025 .
Equity Ownership & Alignment
| Alignment Factor | Observation |
|---|---|
| Skin-in-the-game | ~0.25% beneficial ownership (shares + options) against ~99.94 million shares; <1% threshold per proxy |
| Ownership guidelines | 2× base salary requirement for Sugrue; in compliance or on track |
| Hedging/derivatives | Prohibited; pre-clearance and blackout rules apply |
| Pledging | Not disclosed; no explicit pledging prohibition noted |
| Near-term supply | 2024 vesting delivered 58,377 shares; future RSU tranches from 2023 and 2024 grants begin in 2025; PSUs vest upon annual certifications 2026–2028 |
Performance Compensation – Detailed Table
| Component | Metric | Weight | Target | Actual | Payout | Vesting/Certifications |
|---|---|---|---|---|---|---|
| Annual Bonus (2024) | Revenue | 75% | $720.4m | $616.6m | 85.6% (unweighted) | Cash paid in 2025 |
| Annual Bonus (2024) | Adjusted EBITDA | 25% | $85.5m | $60.3m | 70.5% (unweighted) | Cash paid in 2025 |
| Annual Bonus (2024) | Total | — | — | — | 81.8% overall | — |
| 2025 LTI | RSUs | — | 107,399 units | Time-based | n/a | 25% annually from Dec 12, 2025 |
| 2025 LTI | PSUs | — | 107,399 target | Relative TSR | 0–200% | Certifications early 2026/2027/2028 |
| 2023 PSU | Revenue | — | 96,899 target | $616.56m | 80% earned (77,520) | 25% vested Mar 7, 2025; 3 annual tranches thereafter |
Say-on-Pay & Compensation Peer Group
- Say-on-Pay 2024: 72.4% support; led to adoption of stock ownership guidelines and TSR-based PSUs for 2025 .
- Peer group used for benchmarking includes ~20 healthcare/health-tech companies (e.g., Addus HomeCare, GoodRx, Hims & Hers, Privia, Progyny, Viemed, etc.); criteria targeted revenue $149m–$1.4b and market cap $234m–$3.7b .
Investment Implications
- Alignment: Meaningful ongoing equity exposure via RSUs and PSUs, stock ownership guidelines at 2× salary, and strict anti-hedging policy support alignment; lack of disclosed pledging reduces collateralization risk .
- Retention: Auto-renewing 36-month agreement with non-compete/non-solicit and severance protections (including CIC double-trigger with equity acceleration and 0.5× base+target cash for Sugrue) mitigate retention risk amid performance-linked pay design .
- Trading signals: 2024 vesting of 58,377 shares and substantial scheduled RSU/PSU vesting beginning in 2025–2028 could create periodic supply; no 2024 option exercises; PSUs are performance-gated (relative TSR), aligning payout with shareholder returns .
- Pay-for-performance calibration: 2024 underperformance vs revenue and EBITDA targets (81.8% payout) and shift to relative TSR PSUs indicates tightening accountability; monitoring future PSU certifications and bonus target setting will be key for assessing execution risk and incentive rigor .