ModivCare (MODV) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 17, 2025, to elect seven directors, approve executive compensation, and ratify KPMG as auditor.

• Company maintained consistent revenue in 2024 despite market disruptions, with strategic investments in technology and leadership.

• Executive compensation aligns with performance, with no short-term incentive payouts in 2024 due to missed EBITDA targets.

• Sustainability and inclusivity are emphasized, with a published 2023 Sustainability Report and ongoing ESG initiatives.

Voting matters and shareholder proposals

• Proposals include election of seven directors, advisory vote on executive compensation, and ratification of KPMG as auditor.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 31, 2025.

Board of directors and corporate governance

• Board consists of seven members, with separation of Chair and CEO roles.

• All committees are chaired by independent directors; majority of directors are independent.

• Four standing committees: Audit, Compensation, Nominating and Governance, and Strategic Alternatives.

• Strategic Alternatives Committee oversees planned divestitures and cost optimization.

• Annual board and committee self-evaluations and regular executive sessions of non-employee directors.