modv-20230501

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Information Required in Proxy Statement

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

ModivCare Inc.

(Name of Registrant as Specified In Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a‑6(i)(1) and 0‑11.

Dear Stockholder:

May 1, 2023

We are pleased to invite you to attend the 2023 Annual Meeting of Stockholders of ModivCare Inc., which will be held on Tuesday, June 13, 2023, at 10:00 a.m. Mountain Daylight Time, at 6900 Layton Avenue, 12th Floor, Denver, CO 80237.

At the annual meeting you will be asked to consider and vote on the proposals described in the accompanying notice of annual meeting and proxy statement, as well as such other business as may properly come before the annual meeting.

Your vote is important, and we encourage you to vote promptly. For record holders, regardless of whether you are able to attend the upcoming annual meeting in person, please follow the instructions contained in the proxy statement on how to vote via the Internet, by telephone, or request a paper proxy card to complete, sign and return by mail so that your shares may be voted. If your shares are held in the name of a broker, bank or other intermediary holder of record, follow the voting instructions you receive from the holder of record to vote your shares.

On behalf of the board of directors and management of the Company, I extend our appreciation for your continued support.

L. Heath Sampson

President, Chief Executive Officer, Chief Financial Officer and Director

Notice of
Annual Meeting
of Stockholders

To our Stockholders:

Notice is hereby given that the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of ModivCare Inc., a Delaware corporation (the “Company”), will be held at 6900 Layton Avenue, 12th Floor, Denver, CO 80237, at 10:00 a.m. Mountain Daylight Time on Tuesday, June 13, 2023. The Annual Meeting is being held for the following purposes:

Meeting

Date

____

June 13, 2023

To approve an amendment to our Certificate of Incorporation to declassify our Board of Directors;

To elect four directors to serve for one-year terms if Proposal 1 is approved by our stockholders, or for three-year terms as Class 2 directors if Proposal 1 is not approved by our stockholders;

Meeting

Time

____

10:00 a.m.

Mountain Daylight Time

To hold a non-binding advisory vote to approve named executive officer compensation;

To hold a non-binding advisory vote on the frequency of future advisory votes on named executive officer compensation;

To ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the 2023 fiscal year; and

Meeting

Place

____

6900 Layton Avenue, 12th Floor

Denver, CO 80237

To transact such other business as may properly come before the Annual Meeting or any adjournment, postponement or rescheduling thereof.

Only stockholders of record of the Company’s common stock, $0.001 par value per share, as shown by the transfer books of the Company, at the close of business on April 18, 2023, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment, postponement or rescheduling thereof.

All stockholders are cordially invited to attend the Annual Meeting in person. To ensure your representation at the Annual Meeting, however, you are urged to vote your shares in advance of the Annual Meeting by using one of the methods outlined in the proxy statement.

By Order of the Board of Directors,

Jonathan Bush

Senior Vice President, General Counsel & Corporate Secretary

—

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on Tuesday, June 13, 2023. The Proxy Statement, form of proxy card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are available free of charge at www.proxyvote.com.

We have elected to provide access to you to our proxy materials over the Internet, and we have mailed to you a Notice of Internet Availability of Proxy Materials with instructions for accessing our proxy materials and voting via the Internet and for how you may obtain paper copies of our proxy materials if you so choose.

Your vote is important.

____

In order to ensure your representation at the meeting, please vote your shares using one of the methods outlined in the accompanying proxy statement as promptly as possible. See “Voting Procedures” in the proxy statement for further details. If you do attend the meeting, you may, if you prefer, revoke your proxy and vote your shares in person.

Table of Contents


1			Proxy Statement for 2023 Annual Meeting of Stockholders
2			Proxy Statement Summary
5			Voting Procedures
8			Voting Securities of Certain Beneficial Owners and Management
10			Proposal 1 Amendment to our Certificate of Incorporation to Declassify our Board
12			Proposal 2 Election of Directors
23			Corporate Governance
33			Executive Compensation
61			Proposal 3 Advisory vote to approve named executive officer compensation
63			Proposal 4 Advisory vote on the frequency of future advisory votes on named executive officer compensation
64			Proposal 5 Ratification of appointment of independent registered public accounting firm
65			Audit Committee Report
66			Independent Registered Public Accountants
67			Stockholder Proposals for 2024 Annual Meeting
68			Other Matters
69			Additional Information
70			Householding

Proxy Statement For 2023
Annual Meeting of Stockholders

2023 Annual Meeting of Stockholders

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of ModivCare Inc., a Delaware corporation (the “Company”), for use at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company, to be held at 6900 Layton Avenue, 12th Floor, Denver, CO 80237, at 10:00 a.m. Mountain Daylight Time on Tuesday, June 13, 2023, and at any adjournment, postponement or rescheduling of the meeting, for the purposes set forth herein and in the attached notice of the Annual Meeting.

As is the practice of many other companies, the Company provides proxy materials by a “notice and access” process through the Internet. Those stockholders who wish to receive paper proxy materials may request a complimentary copy from the Company by following the instructions on the notice they received.

Only stockholders of record, as shown on the transfer books of the Company, at the close of business on April 18, 2023 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment, postponement or rescheduling thereof. On the Record Date, there were 14,156,089 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting, excluding 10,512 restricted shares of Common Stock that do not have the right to vote. The Common Stock is the only outstanding class of capital stock of the Company with voting rights. The Common Stock votes as a single class, with each share of Common Stock entitled to one vote on each matter to be considered at the Annual Meeting.

The principal executive offices of the Company are located at 6900 Layton Avenue, 12th Floor, Denver, CO 80237 and the telephone number of the Company is (303) 728-7043. To obtain directions to the location of our principal executive offices, where the Annual Meeting will be held in person, please contact our Corporate Secretary at that address or telephone number. References to the “Company,” “ModivCare,” “we,” “us” or “our” and similar terms mean ModivCare Inc. and, except as otherwise specified herein, its subsidiaries. When such terms are used in reference to the Common Stock, they refer specifically to ModivCare Inc.

This Proxy Statement and accompanying proxy card are being provided to Company stockholders on or about May 1, 2023.


Modivcare 2023 Proxy Statement			1


			TABLE OF CONTENTS

Proxy Statement Summary

Corporate Governance Highlights

We have structured our corporate governance program to promote the long-term interests of stockholders, strengthen the accountability of our Board and management, and help build public trust in the Company.

Highlights of our efforts include:

Proposals to Be Voted Upon at the Annual Meeting

Proposal Description

Board Recommendation

Where to Find More Information

Separation of the Chair of the Board and Chief Executive Officer roles

Approval of an amendment to our Certificate of Incorporation to declassify our Board

FOR

Pages

10 to 11

All Board committees chaired by independent directors, and all directors are independent other than our CEO director

Election of four Directors

FOR

all nominees

Pages

12 to 22

Active Board and Board committee role in overseeing management of the Company’s risks

Approval of non-binding advisory vote to approve named executive officer compensation

FOR

Pages

61 to 62

Annual Board and Board committee self-evaluations

Equity ownership guidelines for directors and executive officers

Approval of non-binding advisory vote on the frequency of future advisory votes on named executive officer compensation

FOR

every one year

Page 63

Cash and equity award plans with clawback provisions

Ratification of appointment of KPMG LLP as the independent registered public accounting firm of the Company for 2023

FOR

Page 64

Anti-hedging and anti-pledging policies for directors and executive officers

Reasonable director tenure, with an average of six years of service

About the Company

ModivCare Inc. is a technology-enabled healthcare services company that provides a suite of integrated supportive care solutions for payors and their members. Our value-based solutions address the social determinants of health, or SDoH, connect members to care, help health plans manage risks, reduce costs, and improve health outcomes. ModivCare is a provider of non-emergency medical transportation, or NEMT, personal care, and remote patient monitoring, or RPM, solutions, which serve

Regular executive sessions of non-employee directors

No poison pill


2			Modivcare 2023 Proxy Statement


TABLE OF CONTENTS			Proxy Statement Summary

similar, highly vulnerable patient populations. The technology-enabled operating model includes NEMT core competencies in risk underwriting, contact center management, network credentialing, claims management and non-emergency medical transportation management. Additionally, our personal care services include placements of non-medical personal care assistants, home health aides and nurses primarily to Medicaid patient populations in need of care monitoring and assistance performing daily living activities in the home setting, including senior citizens and disabled adults. ModivCare’s remote patient monitoring services include personal emergency response systems, vitals monitoring and data-driven patient engagement solutions. ModivCare is further expanding its offerings to include meal delivery and working with communities to provide meals to food-insecure individuals.

Business Highlights

During 2022, the Company continued the evolution of its business and technology that had positive impacts on our clients, transportation providers and members. We also enhanced our senior leadership, resulting in an experienced team with a track record of operational excellence, including veteran leaders for our Mobility and Home businesses. The Board promoted L. Heath Sampson to President and Chief Executive Officer, Rebecca Orcutt to Chief Accounting Officer, and Kenneth Shepard to Chief Financial Officer of our Mobility business. We made progress building for scale through our integration efforts in 2022 which continue into 2023. We grew our membership from 30 to 35 million monthly members in our Mobility segment and we grew our Personal Care provider base. We reintroduced benefits to caregivers in 2022 which contributed to an increase in our caregiver satisfaction score, resulting in an increase in the number of caregivers.

Performance Highlights

The efforts of this talented leadership team during 2022 resulted in the Company continuing to produce strong financial results despite continuing COVID headwinds and a challenging macroeconomic environment. This strong financial performance is evidenced by the Company reporting substantial revenue growth in the last two years as compared to the two years prior, as well as sustained growth in Adjusted EBITDA* with a CAGR of 58% over the last four years, as demonstrated below.

Executive Compensation Highlights

ModivCare’s executive compensation philosophy is designed to attract, motivate and retain highly talented individuals by:

Designing aggregate total direct compensation to be competitive while allowing Company and/or individual performance to drive actual compensation up or down

Ensuring that there is a strong link between pay and performance against our business strategy, the metrics in our incentive programs, and the business results driving stockholder value

Aligning performance-driven compensation with stockholder interests, with a percentage of total pay tied to stock performance

Mitigating financial risk through sound plan design and decision-making, and with ongoing oversight

*Adjusted EBITDA is a financial measure that is not presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. A reconciliation of Adjusted EBITDA to net income (loss), its most directly comparable GAAP financial measure, is provided in Appendix A to this Proxy Statement.

Our Compensation Committee uses balanced compensation practices to ensure that there is alignment in pay for performance for our executives.


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Proxy Statement Summary			TABLE OF CONTENTS

Diversity and Inclusion Highlights

Our employees reflect the communities in which we live and work, and the customers we serve, and they possess a broad range of thought and experiences that have helped us achieve our successes to date. A key component of our growth and success is our focus on inclusion and diversity. We believe this commitment allows us to better our understanding of patient and customer needs, and develop technologies and solutions to meet those needs. We have made progress in our workforce diversity representation, including having a majority of our team members who self-identify as an underrepresented minority, and we continue to seek to improve in this important area. We have established goals to continue improving our hiring, development, and retention of diverse employees and our overall diversity representation, including within our executive management team, in an effort to be a socially responsible community member. Impacts of the Company’s diversity and inclusion initiatives include:

•A 10-member Board that includes two members who self-identify as a female and two members who self-identify as an underrepresented minority.

•Company-wide leadership ranks (director and above) that consist of approximately 38% of individuals who self-identify as an underrepresented minority and approximately 42% who self-identify as female.

•Further enhancement of the diversity of our executive team with the addition of Anne Bailey, President of ModivCare Home who self-identifies as female and Ilias Simpson, President of ModivCare Mobility who self-identifies as an underrepresented minority.

•Formation of Employee Resource Groups (“ERGs”), which are employee-led, experience-based groups of individuals that share a common interest in diversity topics such as race, ethnicity, national origin, gender, and sexual orientation/gender identity. In 2022, ERGs focused on Ability Awareness, Black and African Affinity, Female Empowerment, and Pride were founded. In 2023, we have formed additional ERGs, including Inclusive Hispanic Employees Leading People (I.H.E.L.P), One Asian American and Pacific Islanders (OneAAPI), and Veterans.

Environmental, Social and Governance Highlights

We are committed to furthering our Environmental, Social and Governance (“ESG”) practices which are intended to create value for our stockholders by building stakeholder trust, driving innovation, mitigating risk, fostering employee engagement, increasing productivity and reducing costs. As a mission-driven supportive care services company focused on addressing the social determinants of health, our ESG commitments are embedded in the supportive care services we provide every day to approximately 35 million members nationwide. While we are in the early stages of our ESG journey, we are committed to advancing our ESG practices as we focus on leveling the inequities in healthcare through our social determinants of health platform, whether by providing a ride to a healthcare appointment, assisting with activities of daily living or engaging with a member who has a health emergency. We believe that these critical services should be provided equitably nationwide, especially for the most vulnerable populations. We focus on ESG risks and opportunities that are believed to be the most relevant to our business and the most impactful to our stakeholders and the communities we serve. We have a goal that all of our team members strive to advance our ESG initiatives in their daily routines as we work to drive positive health outcomes by transforming how we connect people to care. We published our first ESG report for 2021-2022 in July 2022 to showcase the achievements we have made related to ESG.

Our 2021-2022 ESG Report is a testament to the work our team does to advance our initiatives and speaks to the momentum we have made toward establishing our ESG practices. We have aligned the content of this report to our sustainability framework, composed of the following four pillars:

Responsible Business Practice

Human Capital

Social Responsibility

Environment

We are committed to upholding ethical business practices, routinely conducting team member training and implementing safeguards to identify and manage potential risks.

We Care Big for our team, our greatest asset, by fostering a diverse, inclusive and safe workplace where our employees can learn, develop, contribute and thrive.

We are committed to providing vulnerable populations access to care services in a safe and ethical way, and to helping our local communities thrive with our support.

We work to reduce the environmental impact from our operational footprint, vendors and partners, aligning with the core values of our environmental stewardship.


4			Modivcare 2023 Proxy Statement


TABLE OF CONTENTS

Voting Procedures

The presence, in person or represented by proxy, of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions will be included in the number of shares present at the Annual Meeting for the purposes of determining the presence of a quorum. So-called “broker non-votes” (that is, when a broker or other entity that is the record holder of shares of Common Stock votes on a “routine matter” (as discussed below) without voting instructions from the beneficial owner but cannot vote on another particular proposal because the broker or other entity does not have discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner regarding that proposal) are not relevant in determining the absence or presence of a quorum at the Annual Meeting.

If you hold your shares in “street name” (that is, your shares are held in an account at and registered in the name of a brokerage firm, bank, broker-dealer or similar organization), your broker or other organization may exercise discretion to vote your shares under limited circumstances if you do not provide voting instructions before the Annual Meeting. These circumstances include voting your shares on so-called “routine matters,” such as the ratification of the appointment of our independent registered public accounting firm. With respect to routine matters, if you do not vote your shares, your bank, broker or other organization may vote your shares on your behalf or leave your shares unvoted. The approval of the amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended (our “Certificate of Incorporation”), the election of directors, the non-binding advisory vote approving executive compensation and the non-binding advisory vote on the frequency of future advisory votes on executive compensation, however, are not considered routine matters. When a proposal is not a routine matter and the brokerage firm or other organization has not received specific voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. In circumstances when there are both routine matters and non-routine matters being considered at the same meeting, such as at our upcoming Annual Meeting, the record owner brokers or other organizations that do not receive specific voting instructions from their beneficial owners are “entitled to vote” on the routine matter but not “entitled to vote” on the non-routine matters. This circumstance results in a “broker non-vote” on each of the non-routine matters. Accordingly, it is particularly important that beneficial owners instruct their brokers or other organizations how they wish to vote their shares on all matters to ensure their votes are counted as intended.

Approval of Proposals 1 and 3

Requires the affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting. Abstentions are considered present and entitled to vote on these proposals and will have the same legal effect as votes against such proposals. As non-routine matters, we expect broker non-votes on these proposals, which will count neither as votes for nor against such proposals at the Annual Meeting because they represent shares not “entitled to vote” on the matters and will thus have no effect on the outcome of the voting on these proposals.

Approval of Proposal 2

Requires that the number of votes cast for each director nominee must exceed the number of votes cast against the election of each director nominee. Abstentions and broker non-votes are not considered votes cast for or against the election of directors and thus will have no effect on the election of directors. In accordance with the Company’s Amended and Restated Bylaws (the “Bylaws”), cumulative voting is not permitted for the election of directors.

Approval of Proposal 4

The choice of frequency (every one, two or three years) that receives the greatest number of votes cast at the Annual Meeting will be considered the preference of our stockholders. Abstentions and broker non-votes are not considered votes cast for or against this proposal and thus will have no effect on the choice of frequency.

Approval of Proposal 5

Requires the affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting. Abstentions are considered present and entitled to vote on Proposal 5 and will have the same legal effect as votes against such proposal. There are not expected to be any broker non-votes associated with this proposal, as the ratification of the appointment of our independent registered public accounting firm is a routine matter upon which record holder brokers and other organizations are entitled to vote the shares without specific instructions from their beneficial owners. As a result, if your shares


Modivcare 2023 Proxy Statement			5


Voting Procedures			TABLE OF CONTENTS

are held in “street name” and you do not give your bank, broker or other organization instructions on how to vote, your shares may be voted by the bank, broker or other organization in its discretion.

Notice and Access

The Company uses the Internet as the primary means of furnishing proxy materials to stockholders. Stockholders will have received a Notice of Internet Availability of Proxy Materials (the “Notice”) with instructions for accessing the full proxy materials and voting via the Internet. The Notice will also provide information on how stockholders may obtain, without charge, paper copies of our proxy materials. The Company’s proxy materials are also available at www.proxyvote.com.

Stockholder of Record

If you are the stockholder of record with respect to your shares (that is, your shares are registered directly in your name with the Company’s transfer agent, Computershare Trust Company, N.A.), you may vote using the following methods:


						In Person. You may vote in person at the Annual Meeting by requesting a ballot from a Company representative when you arrive.
						Internet. You may vote by Internet at www.proxyvote.com. You will be prompted to enter your Control Number located on the Notice or proxy card and then follow the instructions provided to vote.
						Telephone. You may vote by telephone at (800) 690-6903. You will be prompted to enter your Control Number located on the Notice or proxy card and then follow the instructions provided to vote.
						Mail. If you requested printed copies of the proxy materials by mail, you may vote by proxy at the Annual Meeting by filling out the proxy card and following the voting instruction form included with your proxy materials and returning the properly completed proxy card in the envelope provided.

The deadline for registered stockholders to vote by Internet, telephone or mail is 11:59 p.m. Eastern Time on June 12, 2023.

Beneficial Owner of Shares Held in Street Name

If you are the beneficial owner of shares held in street name (that is, your shares are held in an account at and registered in the name of a brokerage firm, bank, broker-dealer or similar organization), you may vote using the following methods:


						In Person. You must obtain a “legal proxy” from the organization that holds your shares. A legal proxy is a written document that authorizes you to vote your shares held in street name at the Annual Meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy. You must bring a copy of the legal proxy to the Annual Meeting and ask for a ballot from a Company representative when you arrive. In order for your vote to be counted, you must hand both the copy of the legal proxy and your completed ballot to a Company representative to be provided to the inspector of elections.
						Internet and Telephone. See the materials you received from your broker or other record holder organization to determine your ability to instruct your broker or other organization how you wish to cast your vote by Internet or telephone.
						Mail. If you requested printed copies of the proxy materials by mail, you may vote by following the instructions of your bank, broker or other organization about how you wish to cast or instruct your organization how to cast your vote.


6			Modivcare 2023 Proxy Statement


TABLE OF CONTENTS			Voting Procedures

Changing or Revoking Your Vote

If you are a record holder of shares of Common Stock, after voting, you may change your vote one or more times by completing and returning a later dated and new proxy card to the Company, by voting again either by Internet or telephone as described in this Proxy Statement, or by voting in person at the Annual Meeting. You may request a new proxy card from the Company’s Corporate Secretary at the address below. You may revoke a proxy before its exercise by filing written notice of revocation with the Company’s Corporate Secretary at 6900 Layton Avenue, 12th Floor, Denver, CO 80237, before the Annual Meeting. The last vote received chronologically will supersede any prior votes. The deadline for registered stockholders to change their vote by Internet or telephone is 11:59 p.m. Eastern Time on June 12, 2023.

If you hold your shares as a beneficial holder through a brokerage firm, bank, broker-dealer or similar organization, please refer to your organization’s proxy card or other information forwarded by such organization to learn how you can revoke your proxy instructions and change your or your organization’s vote.

Failure to Provide Voting Instructions

Other than with respect to broker non-votes, if you submit a signed proxy card or vote by Internet or telephone, but do not indicate how you want your shares voted, the persons acting as proxies will vote your shares of Common Stock:

“FOR”

the approval of the amendment to our Certificate of Incorporation to declassify our Board;

“FOR”

the election of the director nominees, David A. Coulter, Leslie V. Norwalk, Rahul Samant, and L. Heath Sampson;

“FOR”

the non-binding advisory vote to approve named executive officer compensation;

“FOR One Year”

for the frequency of future advisory votes on named executive officer compensation; and

“FOR”

the ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the 2023 fiscal year.

With respect to any other matter that properly comes before the Annual Meeting, which is not expected, the proxy holders will vote the proxies in their discretion in accordance with their best judgment and in the manner they believe to be in the best interests of the Company and its stockholders.

Solicitation of Proxies

The entire cost of soliciting proxies, including the costs of preparing, assembling and, to the extent applicable, mailing the Notice, this Proxy Statement, the proxy card and any additional soliciting materials furnished to stockholders, will be borne by the Company. In addition to solicitation by mail, officers, directors or employees of the Company may solicit proxies in person or by telephone, facsimile or similar means without additional compensation. Upon request, the Company will pay the reasonable expenses incurred by record holders of the Common Stock who are brokers, dealers, banks or voting trustees, or their nominees, for sending proxy materials and the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report”) to the beneficial owners of the shares they hold of record.

As mentioned above, the Company is not presently aware of any matters that will be brought before the Annual Meeting that are not reflected in the attached Notice of the Annual Meeting. If any such matters are brought before the Annual Meeting, the persons acting as proxies will act or vote in accordance with their best judgment.


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			TABLE OF CONTENTS

Voting Securities of Certain Beneficial Owners and Management

The following table sets forth certain information, as of the Record Date, with respect to the beneficial ownership of ModivCare’s Common Stock by (a) each stockholder known by us to own beneficially more than 5% of the outstanding voting power of our Common Stock, (b) each of ModivCare’s directors and nominees for director, (c) each of ModivCare’s executive officers named in the “Summary Compensation Table” which follows, who are our named executive officers, and (d) all of ModivCare’s current directors and executive officers as a group. Except as otherwise specified, the named beneficial owner has sole voting and investment power with respect to the shares and the address for each beneficial owner of more than 5% of our Common Stock, director, director nominee and named executive officer is: c/o ModivCare Inc., 6900 Layton Avenue, 12th Floor, Denver, CO 80237.



Name of Beneficial Owner	No. of Shares of Common Stock Beneficially Owned(1)	Percent of Class(1)

5% or greater security holders
BlackRock, Inc.(2)	2,105,387	14.9	%
Coliseum Capital Management, LLC(3)	1,399,195	9.9	%
T. Rowe Price Investment Management, Inc.(4)	1,134,756	8.0	%
Fuller & Thaler Asset Management, Inc. (5)	920,828	6.5	%
The Vanguard Group (6)	913,180	6.5	%
Directors
Todd J. Carter(7)	12,805	*
David A. Coulter(7)	25,036	*
Garth Graham(7)	1,872	*
Richard A. Kerley(7)	36,926	*
Leslie V. Norwalk(7)	14,858	*
Stacy Saal(7)	3,485	*
Rahul Samant(7)	3,376	*
L. Heath Sampson(8)	10,232	*
Christopher S. Shackelton(9)	1,399,195	9.9	%
Frank J. Wright(7)	16,190	*
Non-Director Named Executive Officers
Ilias Simpson(10)	1,357	*
Jason Anderson	—	—
Daniel E. Greenleaf	—	—
Brett Hickman	—	—
Grover N. Wray(11)	2,430	*
All current directors and executive officers as a group (15 persons)	1,543,666	10.9	%

* Less than 1 %

1.The securities “beneficially owned” by each stockholder are determined in accordance with the definition of “beneficial ownership” set forth in the regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they may include securities to which the stockholder has or shares voting or investment power or has the right to acquire voting or investment power within 60 days of the Record Date. Beneficial ownership may be disclaimed as to certain of the securities. As of the Record Date there were 14,166,601 shares of the Common Stock outstanding (including 10,512 restricted shares that do not have the right to vote). The Common Stock is the only outstanding class of capital stock of the Company with voting rights. The Common Stock votes as a single class, with each share of Common Stock entitled to one vote on each matter presented at the Annual Meeting.


8			Modivcare 2023 Proxy Statement


TABLE OF CONTENTS			Voting Securities of Certain Beneficial Owners and Management

2.This information is based on the Schedule 13G/A filed with the SEC by BlackRock, Inc. (55 East 52nd Street, New York, NY 10055) on January 26, 2023, and includes 21,895 shares with respect to which the reporting person reports having no voting power.

3.This information is based on ownership information reported in the Schedule 13D/A filed with the SEC on September 9, 2021 by Coliseum Capital Management, LLC (“CCM”), Coliseum Capital, LLC (“CC”), Coliseum Capital Partners, L.P. (“CCP”), Coliseum Capital Partners II, L.P. (“CCP2”), Adam Gray and Christopher Shackelton (105 Rowayton Avenue, Rowayton, CT 06853) and on the Form 4 filed with the SEC by the same entities and individuals on March 20, 2023. Based on information available in the Schedule 13D/A and the Form 4, the shares are held directly by (a) CCP, an investment limited partnership of which CC is general partner and for which CCM, a Delaware limited liability company, serves as investment adviser, (b) CCP2, an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, (c) a separate account investment advisory client of CCM (the “Separate Account,” and, collectively with CCP and CCP2, the “Coliseum Stockholders”). CCM, Christopher Shackelton, and Adam Gray each have shared voting and shared dispositive power over 1,399,195 shares, CC has shared voting and shared dispositive power over 1,070,500 shares, CCP has shared voting and shared dispositive power over 957,163 shares, CCP2 has shared voting and shared dispositive power over 113,337 shares, and the Separate Account has shared voting and shared dispositive power over 328,695 shares. Christopher Shackelton, the Chairman of our Board, and Adam Gray are managers of and have an ownership in each of CCM and CC and may be deemed to have an indirect pecuniary interest in the shares held by CCP, CCP2 and the Separate Account due to CCM’s right to receive performance-related fees from the Separate Account and CC’s right to receive performance-related fees from CCP and CCP2. Each of Christopher Shackelton, Adam Gray, CCP, CCP2, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person’s own pecuniary interest therein.

4.This information is based on the Schedule 13G filed with the SEC by T. Rowe Price Investment Management, Inc. (101 E. Pratt Street, Baltimore, MD 21202) on February 14, 2023, and includes 805,414 shares with respect to which the reporting person reports having no voting power.

5.This information is based on the Schedule 13G filed with the SEC by Fuller & Thaler Asset Management, Inc. (411 Borel Avenue, Suite 300, San Mateo, CA 94402) on February 14, 2023, and includes 17,630 shares with respect to which the reporting person reports having no voting power.

6.This information is based on the Schedule 13G/A filed with the SEC by The Vanguard Group (100 Vanguard Blvd., Malvern, PA 19355) on February 9, 2023, and includes (1) 12,551 shares with respect to which the reporting person reports having shared voting power and (2) 23,004 shares with respect to which the reporting person reports having shared dispositive power.

7.The shares reported do not include 1,314 unvested restricted stock awards.

8.The shares reported include 8,489 shares of Common Stock issuable upon the exercise of stock options that are exercisable within 60 days of the Record Date. The shares reported do not include 2,966 unvested restricted stock units or 6,570 unvested Performance Restricted Stock Units (“PRSUs”).

9.Includes shares of Common Stock held by the Coliseum Stockholders (for additional information see (3) above). Christopher Shackelton disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

10.The shares reported include 1,087 shares of Common Stock issuable upon the exercise of stock options that are exercisable within 60 days of the Record Date. The shares reported do not include 759 unvested restricted stock units or 5,617 unvested PRSUs.

11.The shares reported include 1,997 shares of Common Stock issuable upon the exercise of stock options that are currently exercisable.


Modivcare 2023 Proxy Statement			9


			TABLE OF CONTENTS

Proposal One: Approval of an Amendment to our Certificate of Incorporation to Declassify our Board

We are asking you to approve an amendment to our Certificate of Incorporation to declassify the Board and provide for annual elections of directors, with the classified Board to be phased out over three years such that, commencing with the 2025 Annual Meeting, all directors will be elected to one-year terms (the “Certificate Amendment”). This proposal is a result of the Board’s ongoing review and consideration of the Company’s corporate governance policies, structure, and functioning, taking into account broader corporate governance trends, peer practices, and views and perspectives of our stakeholders.

In connection with this review of our corporate governance, our Board considered the advantages and disadvantages of either maintaining the classified board structure or declassifying our Board. On one hand, the advantages of maintaining the classified board structure include that a classified board may promote board continuity, encourage a long-term perspective by management and the Board, and provide protection against certain abusive takeover tactics. On the other hand, our Board understands that many investors believe that annually elected boards increase accountability of directors to a company’s stockholders and that stockholders of public companies generally support shifting from classified boards to the annual election of directors. Our Board believes the Certificate Amendment better aligns our governance with governance practices supported by the majority of our investors. Our Board also considered that if our Board is declassified, it would be easier for one or more stockholders holding a large number of shares, whether a long-term stockholder or one that accumulates a large position over a short period of time, to replace our entire Board at once. In addition, while our Board remains classified, directors can be removed only for cause, whereas directors elected to a board that is not classified can be removed with or without cause under Delaware law.

Based on the considerations described above, upon the recommendation of the Nominating and Governance Committee, the Board has determined that it is in the best interests of the Company and its stockholders to amend the Company’s Certificate of Incorporation to eliminate its classified board structure and provide for the annual election of each member of the Company’s Board as set forth in the Certificate Amendment, and to seek stockholder approval for such amendment, as required by Delaware law. Accordingly, the Board has unanimously adopted, approved, and declared advisable the proposed amendment to our Certificate of Incorporation attached to this Proxy Statement as Appendix B, subject to the approval of our stockholders.

Description of the Certificate Amendment

The Sixth Article of our Certificate of Incorporation currently provides that our Board of Directors is divided into three classes as nearly equal in size as practicable, composed of directors each serving terms of office of three years. As a result, at each annual meeting of stockholders, approximately one-third of our directors are elected to serve for a three-year term. The current terms of our director classes expire as follows: Class 2—this 2023 Annual Meeting; Class 3—our 2024 Annual Meeting of Stockholders; and Class 1—our 2025 Annual Meeting of Stockholders. The Certificate Amendment, if approved by our stockholders, would amend the Sixth Article to provide for the annual election of directors to one-year terms when their current terms expire, beginning with this year’s Annual Meeting, and the declassification of our Board would, as a result, be phased in over a period of three years as the remaining terms of our current directors are served.

Specifically, if the proposed Certificate Amendment is adopted, directors will begin to be elected on an annual basis as follows:

1.directors who are elected at this 2023 Annual Meeting will serve a one-year term and they, or their successors, will stand for election to a one-year term also at the 2024 Annual Meeting;

2.directors whose current terms expire at the 2024 Annual Meeting will stand for election to a one-year term at the 2024 Annual Meeting and each annual meeting of stockholders thereafter; and

3.directors whose current terms expire at the 2025 Annual Meeting will stand for election to a one-year term at the 2025 Annual Meeting and each annual meeting of stockholders thereafter.

Beginning with our 2025 Annual Meeting of Stockholders, the declassification of our Board would be complete and all directors would be subject to annual election for one-year terms. If the proposed Certificate Amendment is adopted, any nominees appointed


10			Modivcare 2023 Proxy Statement


TABLE OF CONTENTS			Proposal One

to fill vacancies on the Board that occur following this 2023 Annual Meeting will be appointed for a term that coincides with the term to which such director is appointed or elected.

Our current Certificate of Incorporation also provides that our directors may only be removed for cause. Consistent with Delaware law, the Certificate Amendment also provides that from and after our 2025 Annual Meeting of Stockholders, directors may be removed either for or without cause. Prior to then, directors would continue to be removable only for cause.

Effect of Not Obtaining Stockholder Approval

If the Certificate Amendment does not receive stockholder approval, the Certificate Amendment will not be implemented, the Company’s current classified board structure will remain in place, and the four nominees to be elected as Class 2 directors pursuant to Proposal 2, if so elected, will serve for three-year terms that expire at the 2026 Annual Meeting.

Related Bylaw Amendments

In connection with the Certificate Amendment, the Board has also approved conforming amendments to our Bylaws (the “Bylaw Amendment”) to remove provisions relating to the classified board to be effective upon the filing of the Certificate Amendment with the Secretary of State of the State of Delaware. The Board’s approval of the Bylaw Amendment is conditioned upon the approval by stockholders of the Board’s proposal to amend the Certificate of Incorporation to declassify the Board as set forth in this proposal. If the Certificate Amendment is not approved by the Company’s stockholders, the Bylaw Amendment will not take effect.

Additional Information

If stockholders approve the Certificate Amendment, we intend to file a certificate of amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware immediately following the vote on this proposal at the Annual Meeting, and prior to the vote to elect directors pursuant to Proposal 2, and the Certificate Amendment will be in effect immediately upon filing so that if the Certificate Amendment is approved, it will be effective when the vote is taken to elect directors. In that event, with respect to Proposal 2, stockholders will be asked to elect four directors to our Board to serve for one-year terms until the 2024 Annual Meeting of Stockholders and until their successors have been duly elected and qualified or their earlier death, resignation or removal. In the event this proposal is not approved, the Certificate Amendment will not be filed and stockholders will be asked to elect four directors as Class 2 directors to serve for three-year terms. The foregoing description of the Certificate Amendment is a summary only and is qualified by reference to the full text of the proposed Certificate Amendment, which is attached to this Proxy Statement as Appendix B.


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						The Board unanimously recommends that you vote “FOR” the Certificate Amendment as disclosed in this Proxy Statement.


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			TABLE OF CONTENTS

Proposal Two:
Election of Directors

Board Recommendation

____

The Board unanimously recommends that the stockholders vote “FOR” the election of David A. Coulter, Leslie V. Norwalk, Rahul Samant, and L. Heath Sampson as directors of the Company for the ensuing term.

The Company’s Certificate of Incorporation provides that the number of directors be between four and eleven, as determined by the Board. The Board currently has established the total number of directors to be ten directors divided into three classes, serving staggered three-year terms. Each class is to be as nearly equal in size as possible. At each annual meeting of stockholders, the successors to the directors whose terms will then expire will be elected to serve from the time of their election and qualification until the third annual meeting following their election or until their successors have been duly elected and qualified, or until the earlier of their death, resignation or removal. If our stockholders approve Proposal 1 to declassify the Board, however, the Company intends to file the Certificate Amendment with the Delaware Secretary of State such that it is effective before taking a vote on this proposal, which will eliminate the classified Board over three years as discussed under Proposal 1, and directors will begin to be elected for one-year terms beginning with this Annual Meeting.

Under the Company’s Bylaws, to be elected in an uncontested election such as the election at this year’s Annual Meeting, a director nominee must receive more votes cast for such director nominee than cast against such director nominee. In an uncontested election, an incumbent director nominee must submit an irrevocable resignation that will be given effect only if (i) that director receives fewer votes cast for the director than against the director, and (ii) the resignation is accepted by the Board in accordance with the policies and procedures adopted by the Board for such purpose. In the event an incumbent director does not receive more votes cast for the director than against in an uncontested election, the Nominating and Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation or whether other action should be taken. The Board is required to act on the Nominating and Governance Committee’s recommendation no later than 90 days following certification of the stockholder vote. If any incumbent director does not receive more votes cast for the director’s election than against, the Board will publicly disclose its decision regarding accepting or not accepting a resignation within four business days of reaching its decision.

The Board proposes the election of David A. Coulter, Leslie V. Norwalk, Rahul Samant, and L. Heath Sampson for the ensuing term. If our stockholders approve Proposal 1, our Board will no longer be classified and the four nominees, if elected, will hold office for one-year terms expiring at the 2024 annual meeting of stockholders. If our stockholders do not approve Proposal 1, the Board will remain classified, the four nominees will remain as Class 2 directors and, if elected, the four nominees will hold office for three-year terms expiring at the 2026 annual meeting of stockholders. The director nominees were nominated by the Nominating and Governance Committee of our Board, which nomination was confirmed by the Board. Each nominee has consented to serve as a nominee for election to the Board, to be named in the Proxy Statement and to serve as a member of the Board if elected by the Company’s stockholders. Information regarding each nominee is set forth below.

Class 1 Directors

•Richard A. Kerley

•Stacy Staal

•Christopher S. Shackleton

Class 2 Directors

•David A. Coulter

•Leslie V. Norwalk

•Rahul Samant

•L. Heath Sampson

Class 3 Directors

•Todd J. Coulter

•Garth Graham

•Frank J. Wright


12			Modivcare 2023 Proxy Statement


TABLE OF CONTENTS			Proposal Two

The Board has no reason to believe that the Board’s nominees will be unable to serve or will not serve if elected. If, at the time of the Annual Meeting, any nominee becomes unavailable for any reason for election as a director, the persons entitled to vote as proxy will vote for the election of such substitute(s), if any, as the Board may recommend.

Messrs. Coulter, Samant and Sampson and Ms. Norwalk are incumbent directors of the Company. Mr. Coulter and Ms. Norwalk were previously elected by the stockholders, while Messrs. Samant and Sampson are standing for election by the stockholders for the first time. Mr. Samant was identified as a potential candidate as a director by a third-party recruiter. Messrs. Samant and Sampson were appointed to the Board by the remaining directors on the Board to fill then available vacancies on the Board, with Mr. Sampson being appointed in connection with his appointment by the Board to be the Company’s Chief Executive Officer.

Unless directed otherwise, the persons acting as proxies intend to vote for the election of the listed nominees or, in the event of death, disqualification, refusal or inability of a nominee to serve, for the election of such other person as the Board may recommend in the place of such nominee to fill the vacancy.

The Board unanimously recommends that the stockholders vote “FOR” the election of David A. Coulter, Leslie V. Norwalk, Rahul Samant and L. Heath Sampson as directors of the Company for the ensuing term.

The following table sets forth information with respect to the current directors and the director nominees as of the Record Date.


Name	Age	Class	Term Expires
Todd J. Carter	59	3	2024
David A. Coulter†	75	2	2023
Garth Graham	49	3	2024
Richard A. Kerley	73	1	2025
Leslie V. Norwalk†	57	2	2023
Stacy Saal	49	1	2025
Rahul Samant†	57	2	2023
Christopher S. Shackelton	43	1	2025
Frank J. Wright	75	3	2024
L. Heath Sampson†	52	2	2023

†Director Nominee

The process undertaken by the Nominating and Governance Committee in selecting qualified director candidates is described below under the caption “Corporate Governance—Director Nomination Process—Director Nominee Selection Process.” Certain individual qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole are described in each director’s biography.


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Proposal Two			TABLE OF CONTENTS

Director Nominees


						David A. Coulter ____ Mr. Coulter is a Special Limited Partner of Warburg Pincus LLC, a global private equity firm focused on growth investing. During the past 12 years, he served in various roles at Warburg Pincus, including Vice Chairman as well as Managing Director and senior advisor focused on the firm’s financial services investment activities. Prior to that, Mr. Coulter held a series of positions at J.P. Morgan Chase and was a member of its Office of the Chairman. He also served as Chairman and Chief Executive Officer of Bank of America Corporation. Mr. Coulter is currently a director of Warburg Pincus Capital Corporation I-B (NYSE:WPCB), a publicly traded special purpose acquisition corporation, and Varo, Inc., a digital bank and financial services company. He is also a board member of Innovu, American Prairie Reserve, Carnegie Mellon University, Third Way, the Northern California Asia Society, and a board member Emeritus at Lincoln Center. He previously served as a director of Triton International Ltd. (NYSE:TRTN), a publicly traded global intermodal container leasing company, from 2015 until 2021. Mr. Coulter received a bachelor’s degree and master’s degree from Carnegie Mellon University, and currently serves as Chair of the Board of Trustees. Mr. Coulter’s experiences as both a senior executive of publicly traded financial services corporations, and as a director of public and private companies, provides the Board with extensive executive experience with regard to matters of interest to financial institutions, including risk, compensation, corporate governance and mergers and acquisitions.

Board Committees: Nominating and Governance Committee member

Director Since: 2016


						Leslie V. Norwalk ____ Since September 2007, Ms. Norwalk has served as Strategic Counsel to Epstein Becker & Green, P.C. From 2001 to 2007, Ms. Norwalk served the Bush Administration in the Centers for Medicare & Medicaid Services (CMS). From 2006 to 2007, she was the Acting Administrator, where she managed the operations of federal health care programs, including Medicare and Medicaid. For the four years prior to that position, she was the agency’s Deputy Administrator. Prior to serving the Bush Administration, Ms. Norwalk practiced law with Epstein Becker & Green, P.C. where she advised clients on a variety of healthcare policy matters. She also served the first Bush administration in the White House Office of Presidential Personnel and the Office of the U.S. Trade Representative. Ms. Norwalk is currently a director on the public company boards of NuVasive Inc., a medical device company, Neurocrine Biosciences, Inc., a biopharmaceutical company, and Arvinas Inc., a clinical-stage biopharmaceutical company. She also serves as an Advisor to several private equity funds. She received a bachelor's degree from Wellesley College and a juris doctor degree from George Mason University School of Law. Ms. Norwalk’s significant healthcare regulatory and policy expertise, including her experiences with the Bush Administration on Medicare and Medicaid matters, provides healthcare industry expertise to the Board. Ms. Norwalk will be able to help guide the Company’s strategy, particularly as the healthcare regulatory environment continues to evolve.

Board Committees:

SEC Form DEF 14A filed by ModivCare Inc.