Sector: Health Care
DOCGO INC · Meeting: June 16, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Election of Class II Director Nominees
Against Analysis
Ms. Leite has served since November 2022, meaning her tenure fully overlaps the period during which DCGO's stock fell approximately 91% while the IHF (iShares U.S. Healthcare Providers ETF) declined only about 6% — a gap of roughly 86 percentage points, far exceeding the 30-percentage-point threshold that triggers an AGAINST vote under our policy for companies with negative absolute stock returns; the 5-year TSR is equally severe, so no longer-term mitigant applies.
Mr. Travers has served since November 2021, giving him the longest tenure of any director up for election and full accountability for the period during which DCGO's stock lost approximately 91% of its value while the IHF (iShares U.S. Healthcare Providers ETF) declined only about 6% — an underperformance gap of roughly 86 percentage points, far exceeding the 30-percentage-point trigger; the 5-year record is equally poor, so no longer-term mitigant softens this result.
For Analysis
Both Class II nominees are voted AGAINST because the company's stock has lost approximately 91% of its value over the past three years while the IHF (iShares U.S. Healthcare Providers ETF) declined only about 6%, a gap of roughly 86 percentage points that far exceeds the 30-percentage-point threshold required to trigger an AGAINST vote under our policy; both directors have tenure that fully overlaps this underperformance period, and the 5-year record provides no mitigating relief.
CEO
Lee Bienstock
Total Comp
$3,571,951
Prior Support
71.6%%
CEO Lee Bienstock received total compensation of approximately $3.6 million in 2025, which is substantially lower than the $7.6 million reported in 2024, reflecting a meaningful reduction as the company's stock price fell; the pay structure includes a meaningful performance-based component — annual bonuses tied to revenue and operating cash flow targets that were actually met, and equity awards that use relative total shareholder return against the Nasdaq Health Care Index as the performance metric, meaning executives earn less when the company underperforms. Prior say-on-pay support has been above 70% in each of the past two years, the company has a compliant clawback policy, and the compensation committee has continued to refine the program, so while stock performance has been deeply disappointing for shareholders, the pay program structure itself meets our policy standards and a FOR vote is warranted.
Auditor
Urish Popeck & Co., LLC
Tenure
5 yrs
Audit Fees
$1,105,098
Non-Audit Fees
$31,694
Non-audit fees (audit-related fees of $22,988 plus tax fees of $8,706, totaling approximately $31,694) represent only about 3% of core audit fees of $1,105,098, well below the 50% threshold that would trigger an AGAINST vote; auditor tenure is approximately five years, far below the 25-year concern threshold; while Urish Popeck is a smaller regional firm rather than a Big 4 or large national firm, DCGO's current market cap of approximately $69 million is well below $1 billion, making a regional firm acceptable under our policy.
The DCGO 2026 annual meeting presents a ballot where both director nominees are voted AGAINST due to catastrophic stock underperformance — the company's shares have lost approximately 91% of their value over three years while the IHF (iShares U.S. Healthcare Providers ETF) declined only about 6% — while the say-on-pay vote passes because the pay structure itself is reasonably designed with genuine performance conditions and meaningful year-over-year reductions. The three charter amendments (reverse stock split, corporate opportunity narrowing, and officer exculpation) are all supported as practical governance improvements, and the auditor ratification passes cleanly with a non-audit fee ratio of only about 3%.
