We are pleased to invite you to attend the 2021 Annual Meeting of Stockholders of ModivCare Inc., which will be held on Tuesday, June 15, 2021, at 10:00 a.m. Mountain Daylight Time, at 6900 Layton Avenue, 12th Floor, Denver, CO 80237.

We intend to hold the annual meeting in person. We are sensitive, however, to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may continue to impose on public gatherings in respect of the COVID-19 pandemic. In the event it is not possible or advisable to hold the annual meeting in person, we will announce alternative arrangements for the annual meeting as promptly as practicable by issuing a press release and filing such announcement on the SEC’s website. Alternative arrangements may include holding the annual meeting solely by means of remote communication. You may also monitor our website at www.modivcare.com for updated information. If you are planning to attend our annual meeting, please check the website one week prior to the annual meeting date. As always, we encourage you to vote your shares prior to the annual meeting.

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.

~~Stamford, CT 06902~~
~~_________________~~

~~NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~

~~TO BE HELD JULY 27, 2016~~
~~_________________~~

Notice is hereby given that the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of The Providence Service Corporation (the “Company”) will be held at 700 Canal St., Stamford, CT 06902, at 8:00 a.m. (local time) on July 27, 2016. The Annual Meeting is being held for the following purposes:

1. To elect two Class 1 directors each to serve for a three-year term until the 2019 annual meeting of stockholders or until his successor has been duly elected and qualified, as more fully described in the accompanying Proxy Statement;

~~2. To hold a non-binding advisory vote to approve named executive officer compensation;~~

~~3. To ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company to serve for the 2016 fiscal year;~~

~~4. To approve the adoption of the amended 2006 Long-Term Incentive Plan, as more fully described in the accompanying Proxy Statement; and~~

~~5. To transact such other business as may properly come before the Annual Meeting or any of its adjournments, postponements or reschedulings.~~

Only stockholders of record of the Company’s common stock, par value $0.001 per share, and Series A convertible preferred stock, par value $0.001 per share, as shown by the transfer books of the Company, at the close of business on June 7, 2016, are entitled to notice of, and to vote at, the Annual Meeting or any adjournments, postponements or reschedulings thereof.

All stockholders are cordially invited to attend the Annual Meeting in person. However, to ensure your representation at the Annual Meeting, you are urged to vote your shares in advance using one of the methods outlined in the accompanying Proxy Statement and proxy card.

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on~~~~July 27~~~~, 201~~6.We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. Consequently, the majority of stockholders will not receive paper copies of our proxy materials. We will instead mail stockholders the Notice with instructions for accessing proxy materials and voting via the Internet. The Notice also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose.~~The~~~~Proxy Statement, form of proxy card and our~~~~Annual Report on Form~~~~10-K for the fiscal year ended December~~~~31, 201~~5 ~~are available~~ ~~free of charge~~ at ~~http://www.edocumentview.com/PRSC. A Notice of Internet Availability of Proxy Materials or our proxy materials, as applicable, are first being mailed to stockholders on or about June 17, 2016.~~

~~IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING, PLEASE~~
~~VOTE YOUR SHARES USING ONE OF THE METHODS OUTLINED IN THE PROXY STATEMENT~~
~~AS PROMPTLY AS POSSIBLE. SEE “VOTING PROCEDURES” IN THE ACCOMPANYING 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.~~

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of The Providence Service Corporation, a Delaware corporation, for use at the 2016 Annual Meeting of Stockholders of the Company, to be held at 700 Canal St., Stamford, CT 06902, at 8:00 a.m. (local time) on July 27, 2016, and at any adjournments, postponements or reschedulings of the meeting, for the purposes set forth herein and in the attached Notice of Annual Meeting of Stockholders. Accompanying this Proxy Statement is the Board’s proxy for the Annual Meeting, which you may use to indicate your vote on the proposals described in this Proxy Statement.

As is the practice of many other companies, the Company is now providing proxy materials by a “notice and access” process through the Internet. Those stockholders who wish to receive paper proxy materials may request them. This Proxy Statement and accompanying proxy will be mailed to Company stockholders who request paper proxy materials on or about June 17, 2016.

Only stockholders of record, as shown on the transfer books of the Company, at the close of business on June 7, 2016 (the “Record Date”), will be entitled to notice of, and to vote at, the Annual Meeting or any adjournments, postponements or reschedulings thereof. On the Record Date, there were 14,826,760 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), outstanding and 803,412 shares of the Company’s Series A convertible preferred stock, par value $0.001 per share (“Preferred Stock”), outstanding, which, on an as-converted basis, represented 2,014,574 shares of Common Stock. The Common Stock and Preferred Stock are the only outstanding classes of capital stock of the Company with voting rights, and the Common Stock and the Preferred Stock vote together as a single class. Each share of Common Stock is entitled to one vote, and each share of Preferred Stock is entitled to that number of votes equal to the whole number of shares of Common Stock into which such holder’s aggregate number of shares of Preferred Stock are convertible as of the close of business on the Record Date. As of the Record Date, each share of outstanding Preferred Stock was convertible into approximately 2.51 shares of Common Stock.

Sending in a signed proxy will not affect a stockholder’s right to attend the Annual Meeting and vote in person since the proxy is revocable. All proxies which are properly completed, signed and returned to the Company prior to the Annual Meeting or voted by internet or telephone, and which have not been revoked, will, unless otherwise directed by the stockholder, and other than with respect to broker non-votes, as discussed below, be voted in accordance with the recommendations of the Board set forth in this Proxy Statement. A stockholder may revoke his or her proxy at any time before it is voted by following the instructions under “Voting Procedures—Changing or Revoking Your Vote.”

The principal executive offices of the Company are located at 700 Canal St., Third Floor, Stamford, CT 06902, and the telephone number of the Company is (520) 747-6600. References to the “Company”, “Providence”, “we”, “us” or “our” mean The Providence Service Corporation.

The presence, in person or represented by proxy, of the holders of a majority of the outstanding shares of Common Stock ~~and Preferred Stock (on an as-converted basis)~~entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. ~~All~~

Abstentions will be included in the number of shares ~~of Common Stock and Preferred Stock~~ present ~~in person or represented by proxy and entitled to vote~~ at the Annual Meeting ~~will be counted in~~for the purposes of determining the presence of a quorum. ~~Withheld votes, abstentions and broker non-votes (i.e.,~~So-called “broker non-votes” (that is, when a ~~nominee holding~~broker or other entity that is the record holder of shares of Common Stock ~~or Preferred Stock~~votes on a “routine matter” (as discussed below) without voting instructions from the beneficial owner but cannot vote on aanother particular proposal because the ~~nominee~~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) will be included~~owner regarding that proposal) are not relevant in determining the ~~number~~absence or presence of ~~shares present~~quorum at the Annual ~~Meeting for the purpose of determining the presence of a quorum.~~

~~A holder of Common Stock is entitled to cast one vote for each share of Common Stock held of record on the Record Date on all matters to be considered at the Annual~~ Meeting. A holder of Preferred Stock is entitled to that number of votes equal to the whole number of shares of Common Stock into which such holder’s aggregate number of shares of Preferred Stock are convertible as of the close of business on the Record Date. As of the Record Date, each share of outstanding Preferred Stock was convertible into approximately 2.51 shares of Common Stock.

Under our amended and restated bylaws, in an uncontested election, to be elected, a director nominee must receive a majority of the votes cast in the election of directors at the Annual Meeting. Approval of any other proposal, including the amendments to The Providence Service Corporation 2006 Long-Term Incentive Plan (the “2006 Plan”), will require the affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. Abstentions and broker non-votes are not considered votes cast with respect to the election of directors and thus will have no effect on the election of directors. Abstentions are considered present and entitled to vote on the other proposals and will have the same legal effect as votes against any such proposal. Broker non-votes are not considered entitled to vote and will not count as votes against any proposal at the Annual Meeting. Cumulative voting is not permitted.

If you hold your shares in “street name” (that is, if your ~~stock is~~shares are held in an account at and registered in the name of a brokerage firm, bank, broker-dealer or similar organization), your broker ~~bank~~ or other ~~nominee), absent instructions from you, your broker~~organization may 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 ~~KPMG LLP, or KPMG, as the~~our independent registered public accounting ~~firm of the Company for the 2016 fiscal year, but may~~firm. With respect to routine matters, if you do not vote your shares, your bank, broker or other organization may vote your shares on ~~the~~your behalf or leave your shares unvoted. The election of directors and the non-binding advisory vote ~~to approve named~~approving executive ~~officer~~ 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 ~~approval~~beneficial owner of the ~~adoption of the Amended 2006 Plan (as defined below). If you do not provide voting instructions on these items to your broker, your~~ shares ~~will count as broker non-votes~~ with respect to ~~these~~that proposal, the brokerage firm cannot vote the shares on that proposal. In circumstances when there are both routine matters and matters that are not routine 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 may vote on the routine matter but not on the non-routine matters, which 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.~~

~~In addition to voting in person by ballot at the Annual Meeting, if you are a registered stockholder (that is your stock is registered in your name), you may vote by mail, Internet or telephone.~~

~~Voting by Mail~~.To vote by mail, please sign, date and return to the Company as soon as possible the accompanying proxy card. An envelope with postage paid, if mailed in the United States, is provided for this purpose. Properly executed proxies that are received in time and not subsequently revoked will be voted as instructedshares on ~~the proxies. If you vote by Internet or by telephone as described below, you need not also mail a proxy to the Company.~~

~~Voting by Internet or Telephone~~.If you are a registered stockholder (that is, if your stock is registered in your name), you may also vote by Internet or telephone by following the instructions included with your proxy card. The deadline for registered stockholders to vote by the Internet or telephone is 11:59 p.m., Eastern Daylight Time, on July 26, 2016. You are encouraged to vote electronically by Internet or telephone.

~~Set forth below is a summary of these two voting methods, which registered stockholders may utilize to submit their votes.~~

~~Vote by Internet~~~~www.envisionreports.com/PRSC~~.Use the Internet to vote your proxy 24 hours a day, 7 days a week. Have your proxy card in hand when you log in. You will be prompted to enter your Control Number(s) which is located on your proxy card and then follow the directions given to obtain your records and create a voting instructions form.

~~Vote by Telephone~~~~1-800-652-8683~~.Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week. Have your proxy card in hand when you call. You will be prompted to enter your Control Number(s) which is located on your proxy card and then follow the directions given.

If you vote by Internet or telephone, you do not need to return your proxy card. Please note that although there is no charge to you for voting by Internet or telephone, there may be costs associated therewith such as usage charges from Internet access providers and telephone companies. The Company does not cover these costs; they are solely your responsibility.

~~If your shares are held in street name, please check your proxy card or contact your broker, bank or other nominee to determine whether you will be able to vote by Internet or telephone.~~

~~Voting at the Meeting~~.You may vote in person at the Annual Meeting. If you want to vote by ballot at the Annual Meeting and you hold your shares in street name (that is, through a bank or broker), you must obtain a power of attorney or other proxy authority from that organization and bring it to the Annual Meeting. Follow the instructions from your bank, broker or other agent or nominee included with these proxy materials, or contact your bank, broker or other agent or nominee to request a power of attorney or other proxy authority. Even if you plan to attend the meeting, you are encouraged to submit a proxy or vote by Internet or telephoneall matters to ensure ~~that your vote is timely received and counted.~~their votes are counted as intended.

~~Changing or Revoking Your Vote~~.After voting, you may change your vote one or more times by completing and returning a new proxy to the Company, by voting again by Internet or telephone as described in this Proxy Statement, or by voting in person at the Annual Meeting. Only the last vote timely received by the Company will be counted. 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 700 Canal St., Third Floor, Stamford, CT 06902 before the Annual Meeting. In addition, if you are permitted to vote by Internet or telephone you may change your vote electronically by Internet or telephone by following the procedures described above. 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 Daylight Time, on July 26, 2016.

~~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 named in the enclosed proxy card will vote your shares of Common Stock or Preferred Stock, as the case may be:

~~Solicitation of Proxies~~.The entire cost of soliciting proxies, including the costs of preparing, assembling and mailing 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 or Preferred Stock who are brokers, dealers, banks or voting trustees, or their nominees, for sending proxy materials and the Forms 10-K and 10-K/A to the beneficial owners of the shares they hold of record.

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 named in the enclosed proxy will act or vote in accordance with their best judgment.

The following table sets forth certain information, as of the Record Date, with respect to the beneficial ownership of ~~Providence’s~~ModivCare’s Common ~~Stock and Preferred~~ Stock by (a) each stockholder known by us to own beneficially more than 5% of ~~our~~the outstanding voting power of our Common Stock, ~~and Preferred Stock;~~ (b) ~~all~~each of ~~Providence’s~~ModivCare’s directors and nominees for director, (c) ~~all~~each of ~~Providence’s~~ModivCare’s executive officers named in the “Summary Compensation Table” which follows, who ~~were~~are our named executive officers, ~~on the Record Date~~ and (d) all of ~~Providence’s~~ModivCare’s 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.~~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., 4700 South Syracuse Street, 4th Floor, Denver, CO 80237.

The Company’s ~~second amended~~Second Amended and ~~restated certificate~~Restated Certificate of ~~incorporation,~~Incorporation, as amended, provides that the number of directors be between four and eleven, as determined by the Board.

The Board iscurrently has established the total number of directors to be ten directors divided into three classes, ~~approximately equal in size,~~ serving staggered ~~three year~~three-year terms. Each class ~~must~~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.

Under the Company’s ~~amended and restated bylaws,~~Bylaws, to be elected in an uncontested election such as the election at this year’s Annual Meeting, a director nominee must receive ~~a majority of the~~more votes ~~cast.~~cast for such director nominee than cast against such director nominee. In an uncontested election, ~~the~~an incumbent director nominee must submit an irrevocable resignation that ~~is subject to~~will be given effect only if (i) that director ~~receiving less than a majority of the~~receives fewer votes cast infor the ~~uncontested election,~~director than against the director, and (ii) ~~acceptance of~~ 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 ~~a majority of~~more votes cast for the ~~votes cast~~director than against in an uncontested election, the Nominating and Governance Committee will make a recommendation to the ~~full~~ Board as to whether to accept or reject the resignation or whether other action should be taken. The ~~full~~ 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 ~~a majority of~~more votes cast for the ~~votes cast,~~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 ~~Richard A. Kerley~~Todd J. Carter, Garth Graham and ~~Christopher S. Shackelton~~Frank J. Wright as Class 13 directors. The director nominees were nominated by the ~~Company’s~~ Nominating and Governance Committee of our Board, which nomination was confirmed by the Board. Each nominee has consented to ~~serving~~serve as a nominee for election to the Board, to ~~being~~be named in the Proxy Statement and to ~~serving~~serve as a member of the Board if elected by the Company’s stockholders. Information regarding each nominee is set forth below.

The Board ~~of Directors~~ has no reason to believe that the Board’s nominees ~~are~~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 ~~nominee becomes unable~~director, the persons entitled to ~~serve or~~vote as proxy will vote for ~~good cause will not serve~~the election of such substitute(s), if ~~elected,~~any, as the ~~Nominating and Governance Committee of our~~ Board ~~of Directors~~ may designate a substitute nominee, in which event the shares represented by proxies returned to us will be voted for such substitute nominee. If the Nominating and Governance Committee designates a substitute nominee, we will file an amended proxy statement that, as applicable, identifies the substitute nominee, discloses that such nominee has consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominee required by the applicable rules promulgated by the SEC.recommend.

If elected, ~~Richard A. Kerley~~Todd J. Carter, Garth Graham and ~~Christopher S. Shackelton~~Frank J. Wright are each expected to serve until the ~~2019~~2024 annual meeting of stockholders or until his successor is duly elected and qualified. ~~Richard A. Kerley~~Mr. Carter, Dr. Graham and ~~Christopher S. Shackelton~~Mr. Wright are presently directors of the Company.

Unless directed otherwise, the persons ~~named in the enclosed proxy~~acting as proxies intend to vote ~~such proxy~~ 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 ~~stoc~~~~kholders~~stockholders vote “FOR” election of ~~Richard A. Kerley~~Todd J. Carter, Garth Graham and ~~Christopher S. Shackelton~~Frank J. Wright as ~~director~~sdirectors of the Company for the ensuing term.

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

~~X = Current Committee Member; * = Chairman of the Board;~~ ^† = 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”.~~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.

~~Richard A. Kerley~~ has served as our director since May 2010 and chairperson of the Compensation Committee since March 2011. Mr. Kerley also serves on our Audit and Nominating and Governance Committees. Mr. Kerley served as the Senior Vice President, Chief Financial Officer and member of the board of directors of Peter Piper, Inc., a privately-held pizza and entertainment restaurant chain, from November 2008 to December 2014, when he retired. From July 2005 to October 2008, Mr. Kerley served as the Chief Financial Officer of Fender Musical Instruments Corporation. From June 1981 to July 2005, Mr. Kerley was an audit partner with Deloitte & Touche LLP. Prior to becoming a partner at Deloitte & Touche, Mr. Kerley served as an audit manager and staff accountant from August 1971 to June 1981. Mr. Kerley also serves on the board and is the lead director of The Joint Corporation, a publicly traded operator, manager and franchisor of chiropractic clinics. He received a bachelor of business administration degree in accounting from Marshall University in 1971.

Mr. Kerley is a senior financial executive with experience in a variety of operational issues, financial budgeting, planning and analysis, capital investment decisions, mergers and acquisitions, operational and financial controls, internal and external reporting, financings and public offerings and filings with the SEC. Mr. Kerley’s strong financial background provides the Board with financial expertise, including an understanding of financial statements, finance, capital investing strategies and accounting.

Proposal 1: Election of Directors

Table of Contents

Walt Meffert

Title: Chief Information OfficerAge: 55

Has served as Chief Information Officer since January 2020. Mr. Meffert has a vast background in multiple industries, including high-tech online service, e-commerce, telecommunications and healthcare. Prior to joining ModivCare, Mr. Meffert served as the Executive Vice President and Chief Information Officer of Versant Health, one of the nation’s leading managed vision care companies, from March 2015 until March 2019. Mr. Meffert also served from March 2015 until December 2017, when HVHC, Davis Vision and Superior Vision were rebranded into Versant Health, as the Executive Vice President and Chief Information Officer of HVHC, an integrated optical company composed of Visionworks and Davis Vision. From April 2010 until March 2015, Mr. Meffert was the Chief Information Officer of Hanger, Inc., a provider of orthotic and prosthetic services and products. In 2015, while at Hanger, Mr. Meffert was honored with InnoTech Austin’s CIO of the Year award. Mr. Meffert is a graduate of the GE Edison Engineering Development Program and holds a Bachelor of Science degree in Computer Science from the University of Maryland, Baltimore County, and a Master of Science in Computer Science degree from Johns Hopkins University.

L. Heath
Sampson

Title: Chief Financial OfficerAge: 50

Joined the Company as Chief Financial Officer on February 26, 2021. Mr. Sampson has nearly three decades of executive and financial leadership experience across a range of private and publicly traded companies. Most recently he served, beginning in April 2015, as Chief Executive Officer of Advanced Emissions Solutions, Inc., an environmental solutions provider to companies in coal-fired power generation, municipal water and other industries primarily through air and water purification control technologies, where he orchestrated a successful company turnaround and transformation, after having served there from August of 2014 as Chief Financial Officer and Treasurer. Prior to that, he held Chief Financial Officer roles at private equity-owned Square Two Financial and within key business units at First Data Corporation. He began his career in auditing and business consulting at Arthur Anderson. Mr. Sampson graduated from the University of Denver with a Bachelor of Business Administration degree in Accounting and a Master of Accountancy degree.

Kathryn
Stalmack

Title: Senior Vice President, General Counsel & Corporate Secretary

Age: 44

Joined the Company in August 2019. Ms. Stalmack has extensive experience as a corporate transactional and healthcare regulatory attorney. From August 2015 to July 2019, Ms. Stalmack served as Senior Vice President, General Counsel and Corporate Secretary at BioScrip, Inc. From January 2008 to August 2015, Ms. Stalmack served as a Shareholder at Polsinelli, PC working in the Healthcare Practice group. From April 2003 to December 2007, Ms. Stalmack worked at Donohue Brown Mathewson & Smith as a healthcare litigator primarily defending physicians and hospitals. Ms. Stalmack also worked as a litigator at Cassiday Schade & Gloor from 2001 to 2003. Ms. Stalmack holds a Bachelor of Science degree from Miami University in Oxford, Ohio, and Juris Doctor from Loyola University Chicago School of Law. Ms. Stalmack is admitted to practice law in Illinois, Colorado and Georgia.

ModivCare™

2021 Proxy Statement

Proposal 1: Election of Directors

Table of Contents

Kenneth
W. Wilson

Title: Chief Operating OfficerAge: 58

Has served as Chief Operating Officer since May 2020. Mr. Wilson has more than three decades of executive leadership experience in the healthcare industry, encompassing a range of senior operational, managerial, and commercial roles. Before joining ModivCare, Mr. Wilson served as Chief Commercial Officer, Healthcare at Sodexo, a provider of quality of life services, since 2017. Prior to that, Mr. Wilson held the President and Chief Operating Officer role at Hanger, Southern Prosthetic Supply, the world’s largest distributor of orthotic and prosthetic products and services, from 2012 to 2017. He also held leadership roles of increasing responsibility at Cardinal Health, concluding with Senior Vice President and General Manager, Ambulatory Care from 2004 to 2012 and was Head of National Account and Health Systems at Allegiance Healthcare Corporation (acquired by Cardinal Health) from 1997 to 2004. Mr. Wilson began his career at Baxter Healthcare and served in increasingly prominent sales leadership positions during his 10 years of tenure. Mr. Wilson received a bachelor’s degree in Economics and Social Science from Davidson College.

ModivCare™

2021 Proxy Statement

~~Christopher S. Shackelton~~ ~~was appointed Chairman in November 2012, and has served as a director since July 2012. Until June 1, 2015, he served as a member~~Table of the Audit, Compensation and Nominating and Governance Committees. Mr. Shackelton is a Managing Partner at Coliseum Capital Management, LLC, an investment firm that he co-founded in January 2006. Previously, Mr. Shackelton worked at Watershed Asset Management and Morgan Stanley & Co. Mr. Shackelton also serves on the boards of LHC Group Inc., a nursing care company, BioScrip Inc., an infusion services company and Advanced Emissions Solutions Inc., a clean energy technology company. Mr. Shackelton was previously Chairman of Rural/Metro Corp, an emergency ambulance company, from December 2010 to June 2011 and served on the board of Interstate Hotels Inc., a global hotel management company from February 2009 through March 2010. Mr. Shackelton is actively involved in multiple charitable organizations, including as Chairman of The Connecticut Open. Mr. Shackelton received a bachelor’s degree in Economics from Yale College in 2001.Contents

Corporate
Governance

Mr. Shackelton’s experience creating stockholder value for a wide range of companies provides the Board with valuable business leadership and strategic focus. Mr. Shackelton brings financial, investing and accounting experience from other public company boards on which he led mergers and acquisitions, financings, restructurings and other initiatives. Furthermore, Mr. Shackelton’s in-depth knowledge of the healthcare industry is particularly beneficial to the Board.

~~Directors~~

BOARD LEADERSHIP STRUCTURE	The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that there is no single, generally accepted approach to providing Board leadership and recognizes that, depending on the circumstances, other leadership models might be appropriate. Accordingly, the Board periodically reviews its leadership structure.

	The Board has determined to separate the roles of Chief Executive Officer (“CEO”) and Chairman of the Board between two individuals. The Board believes this leadership structure is appropriate because it strengthens the Board’s independence and enables the CEO to focus on the management of our business.


INDEPENDENCE OF THE BOARD	The Board believes that independence depends not only on our directors’ individual relationships, but also on the Board’s overall attitude. Providing objective, independent judgment is at the core of the Board’s oversight function. Under our corporate governance guidelines, the Board, with the assistance of legal counsel and the Nominating and Governance Committee, uses the current standards for “independence” established by NASDAQ to evaluate any material relationship a director may have with the Company to determine director independence. A director is not considered “independent” unless the Board affirmatively determines that the director has no material relationship with the Company or any subsidiary in the consolidated group (other than as a director of ModivCare or one of our consolidated subsidiaries). Any relationship that falls below a threshold set forth by the standards for “independence” established by NASDAQ and our corporate governance guidelines, or is not required to be disclosed under applicable SEC rules, is automatically deemed to be an immaterial relationship. Our Board has affirmatively determined that Mr. Carter, Mr. Coulter, Dr. Graham, Mr. Kerley, Ms. Norwalk, Ms. Saal, Mr. Samant and Mr. Wright are independent directors.


THE BOARD’S ROLE IN RISK OVERSIGHT	The Board has an active role, as a whole and at the committee level, in overseeing management of the Company’s risks. The Board regularly reviews information regarding the Company’s credit, liquidity and operations, as well as the risks associated with each. The Company’s Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements. The Audit Committee oversees management of financial risks. The Nominating and Governance Committee manages risks associated with the independence of the Board,

~~James Lindstrom~~ was appointed to serve as our director, Chief Executive Officer and President, effective August 6, 2015. From January 2015 until his appointment as director, Chief Executive Officer and President, Mr. Lindstrom served as our Executive Vice President and Chief Financial Officer. Before joining the Company, he served as Chairman of the Board, President and Chief Executive Officer of Integrated Electrical Services, Inc., or IES, a provider of industrial products and infrastructure services from October 2011 through January 2015. He also served as President and Chief Executive Officer of IES since October 2011 and previously served as Interim President and Chief Executive Officer of IES since June 2011, and as a member of the Board of Directors of IES since May 2010 and Chairman of the Board since February 2011. Over a 20 year-career, Mr. Lindstrom has led or invested in major turnarounds and companies experiencing strategic transformations in a variety of industries, including the financial services, energy, business services and manufacturing industries. Prior to joining IES, Mr. Lindstrom was employed by Tontine Associates, LLC, a private investment fund and an affiliate of IES's majority stockholder, from January 2006 until October 2011. From 2003 to 2006, Mr. Lindstrom was Chief Financial Officer of Centrue Financial Corporation, a regional financial services company and had prior experience in private equity, investment banking and operations and has served on multiple private and public boards of directors. He received his BA from Colby College and his MBA from the Tuck School of Business at Dartmouth.

Mr. Lindstrom is qualified to serve on the Board due to his extensive experience in public and private investing, prior executive roles and the knowledge and experience he brings as the Company’s Chief Executive Officer.

~~Kristi L. Meints~~has served as our director and chairperson of the Audit Committee since August 2003. Ms. Meints also serves on our Compensation and Nominating and Governance Committees. From January 2005 to December 2009, when she retired, and from August 1999 until September 2003, Ms. Meints served as Vice President and Chief Financial Officer of Chicago Systems Group, Inc. (now known as CSG Government Solutions, Inc.), a technology consulting firm based in Chicago, Illinois. Prior to joining Chicago Systems Group, Inc., Ms. Meints served as Chief Financial Officer of Peter Rabbit Farms, a vegetable farming business in Southern California. From January 1998 until August 1999, she was an independent financial consultant serving as Chief Financial Officer for Cordon Corporation, a start-up services company. Ms. Meints was group finance director for Avery Dennison Corporation, a New York Stock Exchange listed company that is a multi-national manufacturer of consumer and industrial products, from March 1996 until December 1997. From February 1977 until June 1995, she held a variety of financial positions at SmithKline Beecham Corporation, including as director of finance, worldwide manufacturing animal health products; and as manager of accounting and budgets for Norden Laboratories, Inc., one of its wholly owned subsidiaries. She received a bachelor’s degree in accounting from Wayne State College in 1975 and a master’s degree in business administration from the University of Nebraska in 1984.

ModivCare™

2021 Proxy Statement

Ms. Meints’ strong financial and operational background, including her experience as Chief Financial Officer of Chicago Systems Group, Inc. and Peter Rabbit Farms and senior finance positions at Avery Dennison Corporation and SmithKline Beecham Corporation, provides financial expertise to the Board, including an understanding of financial statements, budgeting, operational and corporate finance and accounting.

~~Leslie V. Norwalk~~was appointed to serve as our director and a member of the Audit, Compensation and Nominating and Governance Committees on November 5, 2015 and has served as chairperson of the Nominating and Governance Committee since December 2015. 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., Press Ganey Holdings, Inc. and Endologix, Inc. She also serves as an Advisor to Warburg Pincus, Enhanced Equity and Peloton Equity. She earned a J.D. from George Mason University School of Law and a bachelor's degree from Wellesley College.

Ms. Norwalk’s significant healthcare regulatory and policy expertise, including her experiences with the Bush Administration on Medicare and Medicaid matters, provides needed industry expertise to the Board. Ms. Norwalk will be able to help guide the Company’s strategy as the healthcare regulatory environment continues to evolve. She also provides additional independent leadership to the Board in compliance with The Nasdaq Stock Market LLC’s (“NASDAQ”) listing requirements.

~~Non-director Executive Officers~~

~~The following is a brief summary of the background of each executive officer who is not a director as of the Record Date:~~

~~David Shackelton~~, 30, was appointed to serve as Chief Financial Officer on October 1, 2015. Prior to his appointment, Mr. Shackelton served as our Interim Chief Financial Officer from August through October 2015 and Head of Corporate Development, joining the Company in February 2014. Prior to joining Providence, Mr. Shackelton was a private equity investment professional at Mill Road Capital from June 2013 to February 2014 and The Blackstone Group from July 2008 to July 2011. From July 2011 to June 2013, Mr. Shackelton attended Stanford Graduate School of Business. Mr. Shackelton has a BA from Yale University and a MBA from Stanford Graduate School of Business.

~~Justina Uzzell~~, 37, was appointed to serve as Senior Vice President and Chief People Officer, effective March 9, 2014. Ms. Uzzell’s prior experience was at Banner Health where she spent almost 15 years from May 1999 through February 2014 providing various levels of human resources leadership, including her most recent position as Chief Human Resource Officer serving from March 2009 to March 2014. Prior to that, Ms. Uzzell was accountable for all of the human resources functions and business operations at two of Banner Health’s hospitals. Ms. Uzzell holds a B.B.A. in business management from the University of Phoenix and her MBA from Grand Canyon University. She is a member of the American College of Healthcare Executives, Society of Human Resource Management and American Society for Healthcare Human Resources Association. She holds the credential of Senior Human Resources Professional (SPHR) from The Society of Human Resources.

~~Matthew Umscheid~~, 45, joined Providence as Senior Vice President of Strategic Services in November 2015 and became an executive officer in April 2016. Prior to joining Providence, Mr. Umscheid was with Parthenon Capital Partners from April 2007 to November 2015, where most recently he served as Director, Strategy and Implementation. Mr. Umscheid led multiple value creation projects within healthcare services, including portfolio company strategy and operational improvement, carve outs, merger integration and business intelligence. Mr. Umscheid has served on the boards of Parthenon healthcare services companies as well as worked as an advisor and board observer for multiple financial and business services companies. Prior to joining Parthenon Capital Partners in 2007, Mr. Umscheid was Manager and Consultant with L.E.K. Consulting. Mr. Umscheid has an MBA from Tuck School of Business, Dartmouth College and a BS in Civil Engineering from University of Notre Dame.

~~William~~ ~~Severance~~, 49, was appointed to serve as Chief Accounting Officer, effective February 1, 2016, and became an executive officer in April 2016. Prior to joining the Company, Mr. Severance served as the Chief Accounting Officer of the Gilt Groupe, a pioneer in e-commerce in the U.S., from 2010 to January 2016. Prior to that, he served in various roles for Travelport Limited, a global travel commerce platform providing distribution and technology solutions to the travel industry, from 2005 to 2009; and IAC/InterActiveCorp, a leading media and Internet company, from 1999 to 2005. Mr. Severance also worked for 11 years for Ernst and Young LLP in the Atlanta, New York and Hamburg, Germany offices. He holds a B.S. in Accounting from Louisiana State University and is a member of the Georgia Society of CPA’s and American Institute of CPA’s.

~~Sophia Tawil,~~38, joined the Company as Senior Vice President, General Counsel, Chief Compliance Officer and Secretary on April 25, 2016. Prior to joining the Company, Ms. Tawil worked at Cravath, Swaine & Moore LLP as a Senior Attorney since December 2014, and as a Corporate Associate from September 2006 to December 2014. Ms. Tawil received a BA from Barnard College, Columbia University and a J.D. from University of Pennsylvania Law School.

~~David Shackelton, the Company’s Chief Financial Officer, and Christopher Shackelton, the Company’s Chairman, are brothers.~~

~~CORPORATE GOVERNANCE~~

~~Board Leadership Structure~~

The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that there is no single, generally accepted approach to providing Board leadership and recognizes that, depending on the circumstances, other leadership models might be appropriate. Accordingly, the Board periodically reviews its leadership structure.

As part of the changes in management and Board composition on November 19, 2012, the Board reviewed its leadership structure and determined to separate the roles of Chief Executive Officer, or CEO, and Chairman of the Board between two individuals. The Board believes this leadership structure is appropriate because it strengthens the Board’s independence and enables the Chief Executive Officer to focus on the management of our business.

~~Independence of the Board~~

The Board believes that independence depends not only on our director’s individual relationships, but also on the Board’s overall attitude. Providing objective, independent judgment is at the core of the Board’s oversight function. Under our corporate governance guidelines, the Board, with the assistance of legal counsel and the Nominating and Governance Committee, uses the current standards for “independence” established by NASDAQ to evaluate any material relationship a director may have with Providence to determine director independence. A director is not considered “independent” unless the Board affirmatively determines that the director has no material relationship with Providence or any subsidiary in the consolidated group other than as a director of another board of directors of one of our consolidated subsidiaries. Any relationship that falls below a threshold set forth by the standards for “independence” established by NASDAQ and our corporate governance guidelines, or is not required to be disclosed under Item 404(a) of Regulation S-K, is automatically deemed to be an immaterial relationship. Our Board has affirmatively determined that Mr. Kerley, Ms. Meints and Ms. Norwalk are independent directors.

~~The Board’s Role in Risk Oversight~~

The Board has an active role, as a whole and also at the committee level, in overseeing management of the Company’s risks. The Board regularly reviews information regarding the Company’s credit, liquidity and operations, as well as the risks associated with each. The Company’s Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements. The Audit Committee oversees management of financial risks. The Nominating and Governance Committee manages risks associated with the independence of the Board and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through attendance at committee meetings or committee reports about such risks. In addition, members of senior management regularly provide reports to the Board about their respective areas of responsibility and any risks thereof. These reports include actions taken by senior management to monitor and control such risks.

~~Compensation Risks~~

Prudent risk management is necessary to deliver long-term, sustainable shareholder value. The Compensation Committee believes that the Company’s executive compensation program supports the objectives described above without encouraging inappropriate or excessive risk-taking. In reaching this conclusion, the Compensation Committee considered in particular the following attributes and risk mitigation features of our compensation program.

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	● potential conflicts of interest as well as legal and regulatory compliance. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through attendance at committee meetings or committee reports about such risks. In addition, members of senior management regularly provide reports to the Board about their respective areas of responsibility and any related risks. These reports include actions taken by senior management to monitor and control such risks.
	~~Our~~

COMPENSATION RISKS	Prudent risk management is necessary to deliver long-term, sustainable stockholder value. The Compensation Committee believes that the Company’s executive compensation program supports the objectives described below without encouraging inappropriate or excessive risk-taking. In reaching this conclusion, the Compensation Committee considered in particular the following attributes and risk mitigation features of our compensation program:

	•	our program’s emphasis on long-term, equity-based compensation discourages risk-taking that produces short-term results at the expense of building long-term ~~shareholder~~stockholder value;

	●	~~The~~
	•	the maximum payout levels for bonuses and equity-based compensation are capped by the Compensation ~~Committee or are tied to multi-year performance levels designed to support the Company’s strategy;~~ Committee;

	●	~~We cap~~
	•	the ~~payment amounts under our annual cash incentive compensation plan and the number of shares that a participant may earn under our Holdco LTI plan, and the~~Compensation Committee can exercise negative discretion to reduce annual cash incentive compensation payments; ~~and~~

	●	~~The~~
	•	the Compensation Committee uses an independent compensation consultant that performs no other services for ~~Providence.~~ the Company, except at the direction of the Compensation Committee;

	•	the Compensation Committee has the authority to make retroactive adjustments to incentive compensation pursuant to the Company’s clawback policy; and

	•	the Compensation Committee reviews, in consultation with the Company’s outside compensation advisors, data contained in our peers’ proxy filings, to arrive at a compensation program that is consistent with our peers and aligns with the interests of the Company’s stockholders.


COMMUNICATION WITH THE BOARD	Stockholders may communicate with the Board as a whole, the non-management directors or any individual director, by sending a letter to ModivCare Inc., c/o Corporate Secretary, 4700 South Syracuse Street, 4th Floor, Denver, CO 80237 (or, after June 1, 2021, c/o Corporate Secretary, 6900 Layton Avenue, 12th Floor, Denver, CO 80237). In the letter, the stockholder must identify him or herself as a stockholder of ModivCare. The Corporate Secretary may require reasonable evidence that the communication is being made by or on behalf of a stockholder before the communication is transmitted to the individual director or to the Board as a whole. Depending on the subject matter, the Corporate Secretary will either (i) promptly forward to the Chairperson of the Audit Committee and the General Counsel any communication alleging legal, ethical or compliance issues by management or any other matter deemed by the Corporate Secretary to be potentially

~~Communication with the Board~~

Stockholders may communicate with the Board as a whole, the non-management directors or any individual director, by sending a letter to The Providence Service Corporation, c/o Corporate Secretary, 700 Canal St., Third Floor, Stamford, CT 06902. In the letter, the stockholder must identify him or herself as a stockholder of Providence. The Corporate Secretary may require reasonable evidence that the communication is being made by or on behalf of a stockholder before the communication is transmitted to the individual director or to the Board as a whole. Depending on the subject matter, the Corporate Secretary will either (i) promptly forward to the Chairman of the Audit Committee and the General Counsel any communication alleging legal, ethical or compliance issues by management or any other matter deemed by the Corporate Secretary to be potentially material to the Company or (ii) not forward to the Board, any committee or any director, any communications of a personal nature or not related to the duties of the Board, including, without limitation, junk mail and mass mailings, business solicitations, routine customer service complaints, new product or service suggestions, opinion survey polls or any other communications deemed by the Corporate Secretary to be immaterial to the Company.

~~Meetings of the Board of Directors and Committees~~

During 2015, the Board held 18 meetings, the Audit Committee held eight meetings, the Compensation Committee held eight meetings and the Nominating and Governance Committee held six meetings. During 2015, all directors attended at least 75% of all of the meetings of the Board held during the period for which he or she was a director and at least 75% of the meetings of each committee of the Board held during the period in which he or she served on such committee.

Members of the Board and its committees also consulted informally with management from time to time and acted at various times by written consent without a meeting during 2015. Additionally, the independent members of the Board met in executive session regularly without the presence of management.

~~The Board has an internal policy that all of the directors should attend the annual meeting of stockholders, absent exceptional cause. All directors attended the 2015 annual meeting of stockholders.~~

~~Committees of the Board of Directors~~

The Board has three separately-designated standing committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee, each as described below. As announced on May 11, 2015, the Company’s then Chief Executive Officer, Warren Rustand, stepped down from his role as Chief Executive Officer and director, and the Company’s chairman, Christopher Shackelton, assumed the role of Chief Executive Officer on an interim basis until a replacement was named, each effective June 1, 2015. Additionally, Mr. Shackelton stepped down from each of the Company’s Audit Committee, Compensation Committee and Nominating and Governance Committee. As a result, the Company was not in compliance with the “three independent member audit committee” requirement of NASDAQ Listing Rule 5605(c)(2)(A), relied on the cure period provision of NASDAQ Listing Rule 5605(c)(4)(B) and notified NASDAQ of this fact. The Company appointed Ms. Norwalk to serve as an additional independent director on the Board and each committee, including the Audit Committee, on November 4, 2015. Therefore, the Company regained compliance prior to the end of the cure period provided by NASDAQ’s rules.

Prior to Christopher Shackelton stepping down from each of the committees on June 1, 2015, the Board had determined that he was an “independent director” for both board and committee purposes under applicable NASDAQ standards. Christopher Shackelton is a Managing Partner of Coliseum Capital Management, LLC, which owns approximately 13.3% of the Company’s outstanding Common Stock and approximately 95.3% of the Company’s outstanding Preferred Stock as of the Record Date. In accordance with the independence requirements for Audit Committee service set forth by the applicable NASDAQ standards and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board considered this ownership in assessing Christopher Shackelton’s independence and concluded that it did not render Mr. Shackelton an affiliated person of the Company and, therefore, that he met the independence standard for Audit Committee service during his term on the Audit Committee.

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2021 Proxy Statement

~~Audit Committe~~e.The Audit Committee is currently composed of Ms. Meints (Chairperson), Ms. Norwalk, and Mr. Kerley. Christopher Shackelton was a member of the Audit Committee until he stepped down effective June 1, 2015, when he assumed the role of Interim Chief Executive Officer. Ms. Norwalk joined the Audit Committee on November 4, 2015. The primary function of our Audit Committee is to assist our Board of Directors in fulfilling its responsibility to oversee management’s conduct of our financial reporting process, including review of our financial reports and other financial information, our system of internal accounting controls, our compliance with legal and regulatory requirements, the qualifications and independence of our independent auditors and the performance of our internal audit staff and independent auditors. Our Audit Committee has sole authority to appoint, retain, compensate, evaluate and terminate our independent auditors and to approve all engagement fees and terms for our independent auditors.

The Board has determined that each member of the Audit Committee is independent as defined by the applicable NASDAQ listing standards and Rule 10A-3 of the Exchange Act. The Board has determined that Ms. Meints and Mr. Kerley are each an “audit committee financial expert” as defined under Item 407 of Regulation S-K.

~~Compensation Committee~~.The Compensation Committee currently consists of Mr. Kerley (Chairperson), Ms. Meints and Ms. Norwalk. Christopher Shackelton was a member of the Compensation Committee until he stepped down effective June 1, 2015, when he assumed the role of Interim Chief Executive Officer. Ms. Norwalk joined the Compensation Committee on November 4, 2015.

The primary function of our Compensation Committee is to assist our Board of Directors in discharging its responsibilities relating to compensation of our executives. These responsibilities include reviewing our general compensation philosophy for executive officers, overseeing the development and implementation of compensation programs for executive officers and reviewing compensation levels, including incentive and equity-based compensation, for executive officers, directors and Board committee members. Our Compensation Committee determines and approves compensation for our executive officers and administers our incentive and equity-based compensation plans. In doing so, it considers recommendations made by our Chief Executive Officer meeting in executive session with the Compensation Committee. Neither our Chief Executive Officer nor any of our other executive officers participates in our Compensation Committee’s final deliberations on compensation matters. Under its charter, the Compensation Committee may, in its discretion, form and delegate all or a portion of its authority, duties and responsibilities to one or more subcommittees. To date, the committee has not delegated any of its responsibilities.

In 2015, the Compensation Committee selected an independent compensation consultant, ClearBridge Compensation Group LLC (“ClearBridge”), to review the executive compensation programs and assist in structuring long-term incentive programs for executive and operational management. ClearBridge reports directly and solely to the Compensation Committee. ClearBridge does not provide any other services to the Company, except at the direction of the Compensation Committee. The Compensation Committee assessed the independence of ClearBridge pursuant to the applicable rules and concluded that ClearBridge’s work did not raise any conflict of interest that would prevent it from independently representing the Compensation Committee.

~~The Board has determined that each member of the Compensation Committee is independent as defined in applicable NASDAQ listing standards.~~

~~Nominating and Governance Committee~~.The Nominating and Governance Committee currently consists of Ms. Norwalk (Chairperson), Mr. Kerley (former Chairperson, from June 1, 2015 through December 11, 2015) and Ms. Meints. Christopher Shackelton was a member and the Chairperson of the Nominating and Governance Committee until he stepped down effective June 1, 2015, when he assumed the role of Interim Chief Executive Officer. Ms. Norwalk joined the Nominating and Governance Committee on November 4, 2015.

The primary functions of our Nominating and Governance Committee are to identify individuals qualified to become members of our Board of Directors, recommend to our Board a slate of director nominees for election at our next annual meeting of stockholders and develop and recommend to our Board a set of corporate governance principles. These corporate governance principles are set forth in our Corporate Governance Guidelines which can be found on our website at www.prscholdings.com and are available in print to any stockholder who requests a copy by writing to our Corporate Secretary.

~~The Board has determined that each member of the Nominating and Governance Committee is independent as defined in applicable NASDAQ listing standards.~~

~~The Audit, Compensation and Nominating and Governance Committees are each governed by a written charter approved by the Board. A copy of each committee’s charter is available on our website at~~~~www.~~~~prscholdings~~~~.com~~ ~~under “Investor Relations.” Providence intends to disclose any amendments to these charters required by the SEC or listing standards of NASDAQ at the same location on our website.~~

~~Director Nomination Process~~

~~Director Qualifications~~

Nominees for director are selected on the basis of outstanding achievement in their careers and other factors including: board experience; education; whether they are independent under applicable NASDAQ listing standards and the SEC rules; financial expertise; integrity; ability to make independent, analytical inquiries; understanding of the business environment; industry experience; and willingness to devote adequate time to Board and committee duties. The proposed nominee should also be free of conflicts of interest that could prevent such nominee from acting in the best interest of Providence and our stockholders. Additional special criteria apply to directors being considered to serve on a particular committee of the Board. For example, members of the Audit Committee must meet additional standards of independence and have the ability to read and understand Providence’s financial statements.

~~Director Nominee Selection Process~~

In evaluating potential director nominees, including those identified by stockholders, for recommendation to our Board of Directors, our Nominating and Governance Committee seeks individuals with talent, ability and experience from a wide variety of backgrounds to provide a diverse spectrum of experience and expertise relevant to a diversified business enterprise such as ours. Although we have no minimum qualifications, a candidate should represent the interests of all stockholders, and not those of a special interest group, have a reputation for integrity and be willing to make a significant commitment to fulfilling the duties of a director. Our Nominating and Governance Committee will screen and evaluate all recommended director nominees based on the criteria set forth above, as well as other relevant considerations. Our Nominating and Governance Committee will retain full discretion in considering its nomination recommendations to our Board. In identifying, evaluating and nominating individuals to serve as directors, our Board and its Nominating and Governance Committee do not rely on any preconceived guidelines or rules. Rather, our Board and its Nominating and Governance Committee believe that the Company is best served by directors with a wide range of perspectives, professional experiences, skills and other individual qualities and attributes and who come from diverse backgrounds.

To become a nominee, an incumbent director must also submit an irrevocable resignation to the Board that is contingent upon (a) that director receiving less than a majority of the votes cast in the uncontested election, and (b) acceptance of that resignation by the Board in accordance with the policies and procedures adopted by the Board for such purpose. The incumbent director must also complete and submit a questionnaire with respect to his or her background and execute a written representation and agreement (the “Director/Prospective Director Agreement”).

The Director/Prospective Director Agreement requires directors and nominees to disclose certain types of voting commitments and compensation arrangements and represent that the director or nominee, if elected, would be in compliance with all applicable corporate governance, conflicts of interest, confidentiality, securities ownership and stock trading policies and guidelines of the Company, and also provides for the immediate resignation of a director if such person is found by a court of competent jurisdiction to have breached the Director/Prospective Director Agreement in any material respect.

The Nominating and Governance Committee will consider properly submitted stockholder recommendations for director candidates. Director candidates recommended by stockholders are given the same consideration as candidates suggested by directors and executive officers. The Nominating and Governance Committee has the sole authority to select, or to recommend to the Board, the nominees to be considered for election as a director.

The officer presiding over the annual meeting of stockholders, in such officer’s sole and absolute discretion, may reject any nomination not made in accordance with the procedures outlined in this Proxy Statement and Providence’s amended and restated bylaws. Under Providence’s amended and restated bylaws, a stockholder who desires to nominate directors for election at an annual meeting of stockholders must comply with the procedures summarized below. Providence’s amended and restated bylaws are available, at no cost, at the SEC’s website, www.sec.gov, as Exhibit 3.2 to Providence’s Annual Report on Form 10-K filed with the SEC on March 12, 2010, or upon the stockholder’s written request directed to the Company’s General Counsel at the address given in the paragraph below. See “—Stockholder Nominations” below for a description of the procedures that must be followed to nominate a director.

~~Stockholder Nominations~~

According to Providence’s amended and restated bylaws, nominations by stockholders for directors to be elected at a meeting of stockholders which have not previously been approved by the Board must be submitted to our Corporate Secretary in writing, either by personal delivery, nationally-recognized express mail or United States mail, postage prepaid, at 700 Canal St., Third Floor, Stamford, CT 06902, not earlier than the close of business on the 120th calendar day, and not later than the close of business on the 60th calendar day, prior to the first anniversary of the immediately preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is more than 30 calendar days earlier or more than 60 calendar days later than such anniversary date, notice by the stockholder in order to be timely must be so delivered or received no earlier than the close of business on the 120th calendar day prior to the date of such annual meeting and not later than the close of business on the later of the 60th calendar day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 70 calendar days prior to the date of such annual meeting, the 10th calendar day following the day on which public disclosure of the date of such annual meeting is first made by the Company.

~~Each notice of nomination is required to set forth:~~

~~As to each person whom the stockholder proposes to nominate for election or reelection as a director:~~

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	● material to the Company or (ii) not forward to the Board, any committee or any director, any communications of a personal nature or not related to the duties of the Board, including, without limitation, junk mail and mass mailings, business solicitations, routine customer service complaints, new product or service suggestions, opinion survey polls or any other communications deemed by the Corporate Secretary to be immaterial to the Company.


MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES	During fiscal year 2020, the Board held 35 meetings, 8 of which related to the consideration and negotiation of a transaction with Coliseum Capital Partners, L.P. and certain funds and accounts managed by Coliseum Capital Management, LLC (collectively “Coliseum”) related to the Company’s convertible preferred stock owned by Coliseum and with respect to which Messrs. Shackelton, Carter, and Coulter recused themselves because of the conflict of interest resulting from their relationships with Coliseum. In addition, during fiscal year 2020, the Audit Committee held 8 meetings, the Compensation Committee held 5 meetings, and the Nominating and Governance Committee held 4 meetings. During fiscal year 2020, all directors attended at least 75% of the aggregate of the meetings of our Board and of the Committees on which each director served, other than Messrs. Shackelton and Coulter. Each of Messrs. Shackelton and Coulter attended more than 75% of all of the Board meetings that were held that did not relate to the transaction involving the Company’s convertible preferred stock.

	Members of the Board and its committees also consulted informally with management from time to time and acted at various times by written consent without a meeting during fiscal year 2020. Additionally, the independent members of the Board met in executive session regularly without the presence of management.

	The Board has an internal policy that all of the directors should attend (either telephonically or in person) the annual meeting of stockholders, absent exceptional cause. All of the directors who were directors at the time of the meeting attended the 2020 annual meeting of stockholders.


COMMITTEES OF THE BOARD OF DIRECTORS	The Board has three separately designated standing committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee, each as described below. The Audit, Compensation, and Nominating and Governance Committees are each governed by a written charter approved by the Board. A copy of each committee’s charter is available on our website at www.modivcare.com/governance. ModivCare intends to disclose any amendments to these charters required by the SEC or listing standards of NASDAQ at the same location on our website. The information contained on our website is not part of, and is not incorporated by reference in, this Proxy Statement or any other report we file with or furnish to the SEC.

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	Audit Committee		The Audit Committee currently consists of Mr. Kerley (Chairperson), Ms. Norwalk and Mr. Wright.

	The primary function of our Audit Committee is to assist our Board in fulfilling its responsibility to oversee management’s conduct of our financial reporting process, including review of our financial reports and other financial information, our system of internal accounting controls, the qualifications and independence of our independent auditors, the performance of our internal audit staff and independent auditors, and, together with our Nominating and Governance Committee, our compliance with legal and regulatory requirements. Our Audit Committee has sole authority to appoint, retain, compensate, evaluate and terminate our independent auditors and to approve all engagement fees and terms for our independent auditors.

	The Board has determined that each member of the Audit Committee is independent as defined by the applicable NASDAQ listing standards and applicable SEC rules. The Board has determined that Mr. Kerley is an “audit committee financial expert” as defined in applicable SEC rules.

	Compensation Committee		The Compensation Committee currently consists of Mr. Kerley (Chairperson), Mr. Carter and Mr. Coulter.

	The primary function of our Compensation Committee is to assist our Board in discharging its responsibilities relating to compensation of our executives. These responsibilities include reviewing our general compensation philosophy for executive officers, overseeing the development and implementation of compensation programs for executive officers and reviewing compensation levels, including incentive and equity-based compensation, for executive officers, all other employees, directors and Board committee members. Our Compensation Committee determines and approves compensation for our executive officers and administers our incentive and equity-based compensation plans. In doing so, it considers recommendations made by our CEO meeting in executive session with the Compensation Committee. Our Compensation Committee also reviews, and makes recommendations to the Board regarding, the compensation of our CEO. Under its charter, the Compensation Committee may, in its discretion, form and delegate all or a portion of its authority, duties and responsibilities to one or more subcommittees or to an officer of the Company (so long as such officer does not decide his or her own compensation).

	In 2020, the Compensation Committee engaged an independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), a nationally recognized consulting firm, to review the executive compensation programs (including executive pay levels) and assist in structuring short-term and long-term incentive programs for executive

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	and operational management. Meridian reports directly and solely to the Compensation Committee. Meridian does not provide any other services to the Company, except at the direction of the Compensation Committee. The Compensation Committee assessed the independence of Meridian pursuant to the applicable rules and concluded that Meridian’s work did not raise any conflict of interest that would prevent it from independently representing the Compensation Committee.

	The Board has determined that each member of the Compensation Committee is independent as defined in applicable NASDAQ listing standards.

	Nominating & Governance Committee	The Nominating and Governance Committee currently consists of Ms. Norwalk (Chairperson), Mr. Coulter and Mr. Wright.

	The primary functions of our Nominating and Governance Committee are to establish criteria for selecting new directors, identifying, screening and recruiting new directors, recommend to our Board a slate of director nominees for election at our next annual meeting of stockholders, monitor legal and regulatory compliance in coordination with our Audit Committee, and develop and recommend to our Board a set of corporate governance principles. In addition, the Committee is directed to assist the Board and management in furthering and promoting the Company’s commitment to diversity and inclusion. The Company’s corporate governance principles are set forth in our Corporate Governance Guidelines which can be found on our website at www.modivcare.com/governance and are available in print to any stockholder who requests a copy by writing to our Corporate Secretary.

	The Board has determined that each member of the Nominating and Governance Committee is independent as defined in applicable NASDAQ listing standards.


DIRECTOR NOMINATION PROCESS	Director Qualifications

	Nominees for director are selected on the basis of outstanding achievement in their careers and other factors, including: board experience; education; whether they are independent under applicable NASDAQ listing standards and applicable SEC rules; financial expertise; integrity; ability to make independent, analytical inquiries; understanding of the business environment; industry experience; and willingness to devote adequate time to Board and committee duties. The proposed nominee should also be free of conflicts of interest that could prevent such nominee from acting in the best interest of ModivCare and our stockholders. Additional special criteria apply to directors being considered to serve on a particular committee of the Board. For example, members of the Audit Committee must meet additional standards of independence and have the ability to read and understand ModivCare’s financial statements.

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	Director Nominee Selection Process

	In evaluating potential director nominees, including those identified by stockholders, for recommendation to our Board, our Nominating and Governance Committee seeks individuals with talent, ability and experience from a wide variety of backgrounds, and considers attributes such as race, ethnicity, gender, and cultural background when reviewing candidates for our Board and in assessing our Board’s overall composition, in an effort to provide a diverse spectrum of experience and expertise relevant to a diversified business enterprise such as ours. Although we have no minimum qualifications, a candidate should represent the interests of all stockholders, and not those of a special interest group, have a reputation for integrity and be willing to make a significant commitment to fulfilling the duties of a director.

	Our Nominating and Governance Committee will screen and evaluate all recommended director nominees based on the criteria set forth above, as well as other relevant considerations. Our Nominating and Governance Committee will retain full discretion in considering its nomination recommendations to our Board. In identifying, evaluating and nominating individuals to serve as directors, our Board and its Nominating and Governance Committee do not rely on any preconceived guidelines or rules. Rather, our Board and its Nominating and Governance Committee believe that the Company is best served by directors with a wide range of perspectives, professional experiences, skills and other individual qualities and attributes and who come from diverse backgrounds.

	To become a nominee, an incumbent director must also submit an irrevocable resignation to the Board that is contingent upon (a) such director receiving more votes cast against the director’s election than for the director’s election in the uncontested election, and (b) acceptance of that resignation by the Board in accordance with the policies and procedures adopted by the Board for such purpose. The incumbent director must also complete and submit a questionnaire with respect to his or her background and execute a written representation and agreement (the “Director/Prospective Director Agreement”).

	The Director/Prospective Director Agreement requires directors and nominees to disclose certain types of voting commitments and compensation arrangements and represent that the director or nominee, if elected, would be in compliance with all applicable corporate governance, conflicts of interest, confidentiality, securities ownership and stock trading policies and guidelines of the Company, and also provides for the immediate resignation of a director if such person is found by a court of competent jurisdiction to have breached the Director/Prospective Director Agreement in any material respect.

	The Nominating and Governance Committee will consider properly submitted stockholder recommendations for director candidates. Director candidates recommended by stockholders are given the same consideration as candidates suggested by directors and executive officers. The Nominating and Governance Committee has the sole authority to select, or to recommend to the Board, the nominees to be considered for election as a director.

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	The officer presiding over the annual meeting of stockholders, in such officer’s sole and absolute discretion, may reject any nomination not made in accordance with the procedures outlined in this Proxy Statement and ModivCare’s Bylaws. Under ModivCare’s Bylaws, a stockholder who desires to nominate directors for election at an annual meeting of stockholders must comply with the procedures summarized below. Interested stockholders may review ModivCare’s Bylaws, at no cost, on the SEC’s website, www.sec.gov, as Exhibit 3.4 to ModivCare’s Annual Report on Form 10-K filed with the SEC on March 1, 2021, or by submitting a written request directed to the Company’s Corporate Secretary at the address given in the paragraph below.

	Stockholder Nominations

	According to ModivCare’s Bylaws, nominations by stockholders for directors to be elected at a meeting of stockholders which have not previously been approved by the Board must be submitted to our Corporate Secretary in writing, either by personal delivery, nationally recognized express mail or United States mail, postage prepaid, at 4700 South Syracuse Street, 4th Floor, Denver, CO 80237, not earlier than the close of business on the 120th calendar day, and not later than the close of business on the 60th calendar day, prior to the first anniversary of the immediately preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is more than 30 calendar days earlier or more than 60 calendar days later than such anniversary date, notice by the stockholder in order to be timely must be so delivered or received no earlier than the close of business on the 120th calendar day prior to the date of such annual meeting and not later than the close of business on the later of the 60th calendar day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 70 calendar days prior to the date of such annual meeting, the 10th calendar day following the day on which public disclosure of the date of such annual meeting is first made by the Company.

	Each notice of nomination is required to set forth, as to each person whom the stockholder proposes to nominate for election or reelection as a director:

	•	The name, age, business address and residence address of such person;

	●	~~the~~
	•	The principal occupation and employment of such person;

	●	~~the~~
	•	The class and series and number of shares of each class and series of capital stock of the ~~Corporation~~Company which are owned beneficially or of record by such person (which information shall be supplemented not later than ten (10) calendar days after the record date for the meeting to disclose such ownership as of the record date);

	●	~~such~~
	•	Such person’s executed written consent to being named in the proxy statement as a nominee and to serving as a director if elected;

	●	~~all~~
	•	All information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made with the SEC in connection with the solicitation of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act (or pursuant to any law or statute replacing such section), and the rules and regulations promulgated thereunder;

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●

•

aA description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such person being nominated, on the one hand, and the stockholder and any Stockholder Associated Person (as defined below), on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the stockholder making the nomination and any Stockholder Associated Person were the “registrant” for purposes of such rule and the person being nominated were a director or executive officer of such registrant. A “Stockholder Associated Person” is, with respect to any stockholder, (a) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (b) any beneficial owner of shares of Common Stock of the Company owned of record or beneficially by such stockholder, and (c) any person controlling, controlled by or under common control with such Stockholder Associated Person; and

	●	a
	•	A questionnaire regarding his or her background and an executed Director/Prospective Director Agreement.

~~As to the stockholder giving the notice:~~

	●
	As to the stockholder giving the notice:

	•	The name and record address, as they appear on the Company’s stock ledger, of such stockholder and the name and address of any Stockholder Associated Person;

	●
	•	(a) the class, series and number of shares of each class and series of capital stock of the Company which are, directly or indirectly, owned beneficially and/or of record by such stockholder or any Stockholder Associated Person, documentary evidence of such record or beneficial ownership, and the date or dates such shares were acquired and the investment intent at the time such shares were acquired, (b) any derivative instrument (as defined in the ~~amended and restated bylaws)~~Bylaws) directly or indirectly owned beneficially by such stockholder or any Stockholder Associated Person and any other direct or indirect right held by such stockholder or any Stockholder Associated Person to profit from, or share in any profit derived from, any increase or decrease in the value of shares of the Company, (c) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder or any Stockholder Associated Person has a right to vote any shares of any security of the Company, (d) any short interest (as defined in the ~~amended and restated bylaws)~~Bylaws) indirectly or directly held by such stockholder or any Stockholder Associated Person in any security issued by the Company, (e) any rights to dividends on the shares of the Company owned beneficially by such stockholder or any Stockholder Associated Person that are separated or separable from the underlying shares of the Company, (f) any proportionate interest in shares of the Company or derivative instruments held, directly or indirectly, by a general or limited partnership in which such stockholder or any Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, and (g) any performance-related fees (other than an asset-based fee) ~~that~~to which such stockholder or any Stockholder Associated Person is entitled to based on any increase or decrease in the value of shares of the Company or derivative instruments, if any, as of the date of such notice, including without limitation, any such interests held by members of such stockholder’s or any Stockholder Associated Person’s immediate family sharing

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the same household (which information, in each case, must be supplemented by such stockholder and any Stockholder Associated Person not later than ten (10) calendar days after the record date for the meeting to disclose such ownership as of the record date);

	●	a
	•	A description of all arrangements or understandings between such stockholder and/or any Stockholder Associated Person and each proposed nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by such stockholder;

	●	~~any~~
	•	Any material interest of such stockholder or any Stockholder Associated Person in the election of such nominee, individually or in the aggregate, including any anticipatedbenefit to such stockholder or any Stockholder Associated Person therefrom;

	●	a
	•	A representation from such stockholder as to whether the stockholder or any Stockholder Associated Person intends or is part of a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to elect the person and/or (2) otherwise to solicit proxies in support of the election of such person;

	●	a
	•	A representation that such stockholder is a holder of record of stock of the Company entitled to vote at such meeting, that such stockholder intends to appear in person, or by proxy, at the meeting to nominate the person or persons named in the notice;

	●	~~whether~~
	•	Whether and the extent to which any agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power of such stockholder or any Stockholder Associated Person with respect to any shares of the capital stock of the Company, without regard to whether such transaction is required to be reported on a Schedule 13D or other form in accordance with Section 13(d) of the Exchange Act or any successor provisions thereto and the rules and regulations promulgated thereunder; and

	●	~~any~~
	•	Any other information relating to such stockholder or any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made with the SEC in connection with the solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act (or pursuant to any law or statute replacing such section) and the rules and regulations promulgated thereunder.

	In the event that a special meeting of stockholders is called for the election of directors, a stockholder’s nomination must be delivered to the Company not earlier than the close of business on the 120th calendar day prior to the date of the special meeting and not later than the close of business on the later of the 60th calendar day prior to the date of the special meeting, or, if the first public disclosure made by the Company of the date of the special meeting is less than 70 days prior to the date of the special meeting, not later than the 10th calendar day following the day on which public disclosure is first made of the date of the special meeting. The stockholder submitting a notice of nomination with respect to the election of directors at a special meeting must include, in its timely notice, the same information as set forth above.

In the event that a special meeting of stockholders is called for the election of directors, a stockholder’s nomination must be delivered to the Company not earlier than the close of business on the 120th calendar day prior to the date of the special meeting and not later than the close of business on the later of the 60th calendar day prior to the date of the special meeting, or, if the first public disclosure made by the Company of the date of the special meeting is less than 70 days prior to the date of the special meeting, not later than the 10th calendar day following the day on which public disclosure is first made of the date of the special meeting. The stockholder submitting a notice of nomination with respect to the election of directors at a special meeting must include, in its timely notice, the same information as set forth above.

A majority of the Board may reject any nomination by a stockholder not timely made or otherwise not made in accordance with the terms of the Company’s amended and restated bylaws. If a majority of the Board reasonably determines that the information provided in a stockholders’ notice does not satisfy the informational requirements in any material respect, the Corporate Secretary will promptly notify such stockholder of the deficiency in writing. The stockholder will then have an opportunity to cure the deficiency by providing additional information to the Corporate Secretary within such period of time, not to exceed ten (10) days from the date such deficiency notice is given to the stockholder, as a majority of the Board reasonably determines. If the deficiency is not cured within such period, or if a majority of the Board reasonably determines that the additional information provided by the stockholder, together with the information previously provided, does not satisfy the requirements in any material respect, then a majority of the Board may reject such stockholder’s nomination.

~~Compensation of Non-Employee Directors~~

As compensation for their service as directors of the Company in 2015, each non-employee member of the Board received an $85,000 annual retainer. For service as committee Chairs, the Chairs of the Audit Committee, Compensation Committee and Nominating and Governance Committee each received an additional retainer of $35,000. For service as Chairman of the Board, the Chairman of the Board received an additional retainer of $40,000. Payment of the annual stipends was made on a monthly basis in advance of each month of service. On March 18, 2015, Mr. Kerley and Ms. Meints were each awarded 4,000 shares of restricted stock under the 2006 Plan, which vest in three equal installments on the first, second and third anniversaries of the date of grant. On March 18, 2015, Coliseum Capital Partners, L.P. was granted 4,000 stock equivalent units, which vest in three equal installments on the first, second and third anniversaries of the date of grant in lieu of an award to Christopher Shackelton as further discussed in note (4) to the table below. Upon her appointment to the Board, on November 4, 2015, Ms. Norwalk was awarded 627 shares of restricted stock under the 2006 Plan, which also vest in three equal installments on the first, second and third anniversaries of the date of grant. Except for certain expense reimbursement noted below, no additional payments were made to non-employee members for participating in Board and committee meetings.

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~~Non-employee directors are also reimbursed for reasonable expenses incurred in connection with attending meetings of the Board and meetings of Board committees.~~

2015 Director Compensation Table

Name

Fees Earned
or Paid in
Cash ($)

Stock
Awards
(1)(2)
($)

Option
Awards
($)

Total
($)

Richard Kerley*
138,535 208,120 - 346,655
Kristi L. Meints*
120,717 (3) 208,120 - 328,837
Leslie V. Norwalk*
15,162 32,491 - 47,653
Christopher S. Shackelton (4)
139,591 208,120 - 347,711

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	A majority of the Board may reject any nomination by a stockholder not timely made or otherwise not made in accordance with the terms of the Company’s Bylaws. If a majority of the Board reasonably determines that the information provided in a stockholder’s notice does not satisfy the informational requirements in any material respect, the Corporate Secretary will promptly notify such stockholder of the deficiency in writing. The stockholder will then have an opportunity to cure the deficiency by providing additional information to the Corporate Secretary within such period of time, not to exceed ten (10) days from the date such deficiency notice is given to the stockholder, as a majority of the Board reasonably determines. If the deficiency is not cured within such period, or if a majority of the Board reasonably determines that the additional information provided by the stockholder, together with the information previously provided, does not satisfy the requirements in any material respect, then a majority of the Board may reject such stockholder’s nomination.


COMPENSATION OF NON-EMPLOYEE DIRECTORS	In assessing compensation elements and making compensation decisions with respect to our non-employee directors, the Compensation Committee engaged Meridian in 2020 to provide independent advice and recommendations. The non-employee director compensation program (as described below) was approved in 2017, and no changes have been made to the program since that time. The Compensation Committee also relies on information about the director compensation practices of a peer group of companies of similar size to the Company in related industries (see the information under the caption “Executive Compensation—Discussion and Analysis—Approach for Developing the Executive Compensation Program” below), as well as its own judgment and prior experience, in determining director compensation.

	As compensation for their service as directors of the Company in 2020 (and consistent with the program approved in April 2017), each non-employee member of the Board received an $85,000 annual cash retainer. For service as committee chairs, the Chairperson of the Audit Committee received an additional retainer of $35,000 and the Chairpersons of the Compensation Committee and Nominating and Governance Committee each received an additional retainer of $20,000. For service as Chairman of the Board, the Chairman of the Board received an additional retainer of $35,000. Members of the Audit Committee, the Compensation Committee and the Nominating and Governance Committees (other than the Chairpersons) received an additional retainer of $15,000, $7,500 and $7,500, respectively. Payment of the retainers were made on a monthly basis in advance of each month of service. The Company’s target value of the equity retainer for non-employee members of the Board in 2020 was $130,000, based on the closing stock price of the Company’s stock on the grant date. Except for certain expense reimbursements noted below, no additional payments were made to non-employee members for participating in Board and committee meetings. Beginning in December 2016, non-employee members of the Board were offered the opportunity (as approved by the Board) to elect to receive unrestricted shares of Common Stock in lieu of cash compensation. Mr. Coulter and Mr. Wright elected to receive 100% and 50%,

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	respectively, of their 2020 director cash compensation in the form of unrestricted shares of Common Stock.

	On February 13, 2020, Mr. Carter, Mr. Coulter, Mr. Kerley, Ms. Norwalk and Mr. Wright were each awarded 1,952 restricted share awards under the Company’s 2006 Long-Term Incentive Plan (the “2006 Plan”) for their annual equity award. On February 13, 2020, Coliseum Capital Partners, L.P. was granted 1,952 stock equivalent units in lieu of an award to Christopher Shackelton. All awards vest on the first anniversary of the grant date.

	On February 10, 2021, Mr. Carter, Mr. Coulter, Mr. Kerley, Ms. Norwalk and Mr. Wright were each awarded 725 restricted share awards under the 2006 Plan for their annual equity award. On February 10, 2021, Coliseum Capital Partners, L.P. was granted 725 stock equivalent units in lieu of an award to Christopher Shackelton. All awards vest on the first anniversary of the grant date.

	On April 28, 2021, Dr. Graham, Ms. Saal and Mr. Samant were each awarded 649 restricted share awards under the 2006 Plan for their prorated annual equity award.

	Non-employee directors are also reimbursed for reasonable expenses incurred in connection with attending meetings of the Board and meetings of Board committees.

	The following table shows for the fiscal year ended December 31, 2020, information with respect to the compensation of our non-employee directors:


2020 DIRECTOR COMPENSATION TABLE

Name⁽¹⁾	Fees Earned or Paid in Cash ($)⁽²⁾	Stock Awards ($)⁽³⁾	Total ($)
Todd J. Carter	92,500	135,039	227,539
David A. Coulter	100,000	135,039	235,039
Richard A. Kerley*	140,000	135,039	275,039
Leslie V. Norwalk*	120,000	135,039	255,039
Christopher S. Shackleton^†(4)	120,000	135,039	255,039
Frank J. Wright	107,500	135,039	242,539

^†	Denotes Board Chair at December 31, 2020
*	Denotes Committee Chair at December 31, ~~2015~~ 2020

⁽¹⁾	Dr. Graham, Ms. Saal and Mr. Samant were each appointed to the Board after December 31, 2020, and, therefore, are not included in the 2020 Director Compensation Table.
⁽²⁾	Mr. Coulter elected to receive 100% of his 2020 cash compensation in the form of unrestricted shares of Common Stock. Mr. Wright elected to receive 50% of his 2020 cash compensation in the form of unrestricted shares of Common Stock.
⁽³⁾	Represents the aggregate grant date fair value of the stock and stock equivalent units granted in ~~2015.~~fiscal year 2020. The aggregate grant date fair value of the restricted ~~stock~~shares was computed in accordance with the Financial Accounting Standards ~~Board’s, or FASB~~Board (“FASB”) Accounting Standards Codification (“ASC”) Topic ~~718-~~~~Compensation-Stock~~718-Compensation-Stock Compensationor (“ASC ~~718.~~718”). For a discussion of valuation assumptions, see Note ~~13,~~16, Stock-Based Compensation and Similar Arrangements, of our 2020 Annual Report on Form 10-K for the year ended December 31, 2015. Other than the 8,297 shares of restricted stock awarded to Mr. Kerley and Ms. Meints in 2013 and 2014, the 4,000 shares of restricted stock awarded to Mr. Kerley and Ms. Meints in 2015, and the 627 shares of restricted stock award to Ms. Norwalk in 2015, there were no other stock awards outstanding as of December 31, 2015 that were previously granted to the non-employee members of the Board. As of December 31, 2015, two-thirds of the 12,500 shares of restricted stock granted in 2013 were vested, one-third of the 6,195 shares of restricted stock granted in 2014 were vested and none of the 4,000 or 627 tranches of shares of restricted stock granted in 2015 were vested. In respect of Mr. Shackelton’s Board service, none of the stock equivalent units granted in 2015 were vested as of December 31, 2015. 10,399 stock equivalent units granted in 2013 and 2014 vested in 2015. Report.

~~(2)~~

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The following table sets forth the number of outstanding unexercised options to purchase shares of Common Stock and the associated exercise price and grant date fair value held by each non-employee director as of December 31 ~~2015. All outstanding options were fully vested as of December 31, 2015.~~

2021 Proxy Statement

Number of stock options

Grant
Date

Exercise
Price

Richard
Kerley

Kristi L.
Meints

Leslie V.
Norwalk

1/3/07
$ 24.59 - 3,999 -
6/9/08
$ 26.14 - 10,000 -
6/14/10
$ 16.35 - 7,814 -
5/17/11
$ 14.16 667 2,000 -

Total
667 23,813 -

~~(3)~~

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~~Includes $717 paid to Ms. Meints in reimbursement~~Table of ~~accompanying traveler’s expenses for travel to a Board meeting.~~Contents

The aggregate number of unvested stock awards outstanding for each non-employee director as of December 31, 2020 is shown below:

Name	Unvested Restricted Stock Awards
Todd J. Carter	3,862
David A. Coulter	3,862
Richard A. Kerley	3,862
Leslie V. Norwalk	3,862
Frank J. Wright	3,862

The aggregate number of unvested stock equivalent units outstanding for each non-employee director as of December 31, 2020 is shown below:

Name	Unvested Stock Equivalent Units
Christopher S. Shackelton⁽⁴⁾	3,862

⁽⁴⁾

All of Christopher Shackelton’s compensation for service on the Board inures to the benefit of ~~Coliseum Capital Partners, L.P. (of which Mr. Shackelton is a Managing Partner)~~CCP pursuant to this entity’s policy regarding Christopher Shackelton’s service on the board of companies in which it has an equity interest. ~~Coliseum~~CCP also holds previously granted stock option equivalent units in respect of ~~Mr.~~Christopher Shackelton’s ~~Board service, 133,332~~services with respect to the acquisitions of Ingeus UK Holdings Limited and CCHN Group Holdings, Inc. (referred to as “Matrix Medical Network”), 200,000 of which were vested as of December 31, ~~2015, and 66,668 remained unvested,~~2020, with an exercise price of $43.81.

Under the Company’s stock ownership guidelines, as amended, non-employee directors are expected to own shares of our Common Stock with a value equal to three times their annual stipend, subject to a grace period of three years following such director’s appointment to the Board.

~~Pursuant to the amended stock ownership guidelines, the following will count towards meeting the required holding level:~~

STOCK OWNERSHIP GUIDELINES FOR NON-EMPLOYEE DIRECTORS	● Pursuant to our stock ownership guidelines, our non-employee directors were expected to own shares of our Common Stock with a value equal to three times their annual retainer (excluding compensation for board or committee chair, committee member or lead director positions held). In 2020, the Board revised the stock ownership guidelines to increase the required holdings from three times the annual retainer to five times the annual retainer. Because Christopher Shackelton assigns all of his Board compensation to CCP as described above, he is excluded from these stock ownership guidelines.

	The following counts towards meeting the required holding level:

	•	Shares held directly or indirectly;

	●
	•	Any vested restricted ~~stock~~shares or ~~stock units~~RSUs held under our annual equity-based compensation program;

	•	Any unvested time-based restricted shares or RSUs held under our annual equity-based compensation program ~~(whether vested or unvested)~~(calculated on an assumed net after-tax basis); and

	●
	•	Shares owned jointly with or in trust for, ~~their~~ immediate family members residing in the same ~~household.~~ household

	Non-employee directors are not permitted to sell compensatory shares of our Common Stock until they have reached the required holding level, except if such sale is effected

Compliance with the established holding level requirement as determined under the guidelines was required by December 31, 2014, subject to a grace period of three years following a director’s appointment to the Board, and will be determined and calculated as of December 31 of each year. Once the ownership requirement has been achieved, the non-employee directors are free to sell shares of our Common Stock above the required holding level. In determining whether the director meets the required holding level, the stock ownership guidelines were amended to require use of the greater of (a) the closing market share price as of the date a director is granted or purchases such shares and (b) the closing market share price on December 31 of the year the calculation is performed (or the last trading day of that year, if the markets are closed on December 31). In the event a non-employee director does not achieve his or her holding level set forth above or thereafter sells shares of our Common Stock in violation of the stock ownership guidelines, the Board will consider all relevant facts and take such actions as it deems appropriate under the circumstances. Based on the number of shares held by each of our non-employee directors as of December 31, 2015, the Compensation Committee has determined that each of our non-employee directors is in compliance with these guidelines.

~~Section~~ ~~16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of the Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of Providence. Executive officers, directors and greater than 10% stockholders are required by SEC regulation to furnish Providence with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, the Company believes that all Section 16(a) executive officers, directors and greater than 10% beneficial stockholders of Providence complied with applicable Section 16(a) requirements during the year ended December 31, 2015 other than Mr. Kerley and Ms. Meints who each inadvertently had one late filing of a Form 4. Mr. Kerley inadvertently filed a Form 4 on May 27, 2015 which should have been filed no later than May 22, 2015, and Ms. Meints inadvertently filed a Form 4 on February 24, 2015 that should have been filed no later than February 9, 2015.

~~Certain Relationships and Related Transactions~~

~~Policy Regarding Certain Relationships and Related Transactions~~

Pursuant to its written charter, the Audit Committee has adopted a Related Person Transaction Policy that, subject to certain exceptions, requires the Audit Committee (or the chair of the Audit Committee in certain instances) to review and either ratify, approve or disapprove all “transactions” with “related persons,” which have the meanings given to such terms in Item 404(a) of Regulation S-K.

In determining whether to approve or ratify a transaction with a related person under the policy, the Audit Committee is to consider all relevant information and facts available to it regarding the transaction and take into account factors such as the related person’s relationship to the Company and interest in the transaction (direct or indirect), the terms of the transaction and the benefits to the Company of the transaction. No director is to participate in the approval of a related person transaction for which he or she is a related person or otherwise has a direct or indirect interest.

The Audit Committee is also to review and assess ongoing related person transactions, if any, on at least an annual basis to determine whether any such transactions remain appropriate or should be modified or terminated.

Each year our directors and officers complete Directors’ and Officers’ Questionnaires, which, among other things, are designed to elicit certain information relating to transactions with the Company in which the officer or director or any immediate family member of such officer or director has a direct or indirect interest. We also make inquiries quarterly of officers and directors to identify any additional related person transactions that have arisen since the last inquiry as a means to ensure all potential transactions subject to the policy are captured. These questionnaires are reviewed by our General Counsel and any such transactions or other related person transactions are brought to the attention of the Audit Committee as appropriate.

~~Transaction with CBIZ Benefits and Insurance Services, Inc.~~

We use CBIZ Benefits and Insurance Services, Inc., or CBIZ, a subsidiary of CBIZ, Inc., to administer and consult on our self-insured employee health benefits. For 2015, CBIZ and its subsidiaries received fees, paid by Providence of approximately $436,500, and commissions of approximately $169,000, paid by third parties related to business with Providence. Eric Rustand, the son of Warren Rustand, our former Chief Executive Officer, works for CBIZ. Eric Rustand, Senior Benefits Consultant for CBIZ, is the lead consultant on the employee health benefits plans for Providence. For 2015, Eric Rustand received approximately $106,000 in compensation from CBIZ related to CBIZ's business with Providence. Warren Rustand served as a member of the Board and as Chief Executive Officer of Providence until June 1, 2015. The business relationship between Providence and CBIZ existed prior to Warren Rustand becoming a member of the Board.

~~Unsecured Subordinated Bridge Note and Standby Purchase Agreement~~

On October 23, 2014, we issued to Coliseum Capital Management, LLC and certain of its affiliates (“Coliseum”), a related party, a 14.0% Unsecured Subordinated Note in aggregate principal amount of $65,500,000 (the “Note”). Interest from the issuance date to, but excluding, the 120th day after the issuance date, was paid in cash in the amount of $3,014,795 on the issuance of the Note. Christopher Shackelton, who serves as our Chairman of the Board of Directors, is also a Managing Partner at Coliseum Capital Management, LLC. The Note was repaid in full on February 11, 2015, with the proceeds from a registered Rights Offering (“Rights Offering”) and related standby purchase commitment, which allowed all of the Company’s existing common stockholders the non-transferrable right to purchase their pro rata share of $65,500,000 of convertible preferred stock at a price of $100.00 per share, as further described below.

In connection with the anticipated Rights Offering, on October 23, 2014, the Company entered into a standby purchase agreement (the “Standby Purchase Agreement”) with Coliseum, pursuant to which Coliseum agreed to purchase, substantially simultaneously with the completion of the Rights Offering, in the aggregate, all of the available preferred stock not otherwise sold in the Rights Offering following the exercise of the subscription privileges of holders of the Company’s common stock. As consideration for entering into the Standby Purchase Agreement, on October 23, 2014, the Company paid Coliseum a fee of $2,947,000. In addition, Coliseum’s right, exercisable within 30 days following the completion of the Rights Offering, to purchase additional preferred stock valued at $15,000,000 at a price per share equal to 105% of the Subscription Price, was exercised on March 12, 2015.

~~Employment of David Shackelton~~

David Shackelton, the brother of Christopher Shackelton, the Chairman of the Board of Providence, is currently employed by the Company as Chief Financial Officer, or CFO, and reports to our Chief Executive Officer. In 2015, David Shackelton’s total compensation, including the grant date fair value of equity awards, was $3,249,337. David Shackelton’s compensation for 2015 is more fully described below in the “Summary Compensation Table” and the accompanying explanatory tables.

~~Compensation Committee Interlocks and Insider Participation~~

The Compensation Committee consists of Mr. Kerley (Chairperson), Ms. Meints and Ms. Norwalk. No person who served as a member of the Compensation Committee during the fiscal year ended December 31, 2015 was a current or former officer or employee of Providence, or engaged in certain transactions with us, which was required to be disclosed by regulations of the SEC, except as provided below. Christopher Shackelton served as a member of the Compensation Committee until his resignation from the committee and simultaneous appointment as Interim Chief Executive Officer on June 1, 2015. There were no compensation committee “interlocks” during the fiscal year ended December 31, 2015, which generally means that none of Providence’s executive officers served as a director or member of the compensation committee of another entity, one of whose executive officers served as a member of our Board or as a member of our Board’s Compensation Committee.

~~Equity Compensation Plan Information~~

~~The following table provides certain information as of December 31, 2015 with respect to our equity based compensation plans.~~

Plan category

Number of
securities tobe
issued upon
exercise of
outstanding
options,
warrants and
rights

Weighted-
average
exercise price of
outstanding
options,
warrants and
rights

Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a))

Equity compensation plans approved by security holders (1)
505,452 $ 34.84 1,262,626
Equity compensation plans not approved by security holders
— — —
Total
505,452 $ 34.84 1,262,626

~~(1)~~

ModivCare™

The number of shares shown in column (a) represents the number of shares available for issuance pursuant to stock options and other stock-based awards that could be granted in the future under the 2006 Long-Term Incentive Plan, as amended.

2021 Proxy Statement

~~EXECUTIVE COMPENSATION~~

~~Compensation Discussion and Analysis~~

~~Introduction~~

~~This Compensation Discussion and Analysis explains the executive compensation program for the following individuals, who are referred to as the Named Executive Officers (“NEOs”):~~

Corporate Governance

Table of Contents

	● to satisfy tax obligations or to pay the exercise price of options. This holding requirement does not apply to shares purchased by a non-employee director in the market or from the Company for cash unless acquired by exercise of a compensatory option. In the event a non-employee director does not achieve his or her holding level set forth above and sells shares of our Common Stock in violation of the stock ownership guidelines, the Board will consider all relevant facts and take such actions as it deems appropriate under the circumstances. All of our non-employee directors were in compliance with our revised stock ownership guidelines as of December 31, 2020, with the exception of Dr. Graham, Ms. Saal and Mr. Samant, who were not directors at that time.


DELINQUENT SECTION 16(A) REPORTS	Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of the Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of ModivCare.

	To the Company’s knowledge, based solely on a review of the copies of such reports filed with the SEC and written representations that no other reports were required, the Company believes that all Section 16(a) executive officers, directors and individuals who are greater than 10% beneficial stockholders of ModivCare complied with applicable Section 16(a) requirements during the fiscal year ended December 31, 2020, except that one Form 4 reporting two transactions for Mr. Kenneth Wilson was filed late on May 8, 2020.


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	~~James M. Lindstrom -~~Policy Regarding Certain Relationships and Related Party Transactions Pursuant to its written charter, the Audit Committee has adopted a Related Person Transaction Policy that, subject to certain exceptions, requires the Audit Committee (or the chair of the Audit Committee in certain instances) to review and either ratify, approve or disapprove all “transactions” with “related persons,” which have the meanings given to such terms in Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended.

	In determining whether to approve or ratify a transaction with a related person under the policy, the Audit Committee is to consider all relevant information and facts available to it regarding the transaction and take into account factors such as the related person’s relationship to the Company and interest in the transaction (direct or indirect), the terms of the transaction and the benefits to the Company of the transaction. No director is to participate in the approval of a related person transaction for which he or she is a related person or otherwise has a direct or indirect interest.

	The Audit Committee reviews and assesses ongoing related person transactions, if any, on at least an annual basis to determine whether any such transactions remain appropriate or should be modified or terminated.

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2021 Proxy Statement

Corporate Governance

Table of Contents

	Each year our directors and officers complete Directors’ and Officers’ Questionnaires, which, among other things, are designed to elicit information relating to transactions with the Company in which the officer or director or any immediate family member of such officer or director has a direct or indirect interest. We also make inquiries quarterly of officers and directors to identify any additional related person transactions that have arisen since the last inquiry as a means to ensure all potential transactions subject to the policy are captured. These questionnaires are reviewed by our General Counsel and any such transactions or other related person transactions are brought to the attention of the Audit Committee as appropriate.

	Indemnification Agreement

	On May 9, 2018, the Company entered into a registration indemnification agreement with each of the Coliseum Stockholders, pursuant to which the Company agreed to indemnify the Coliseum Stockholders, and the Coliseum Stockholders agreed to indemnify the Company, against certain matters relating to the registration of the Coliseum Stockholders’ securities for resale under the Securities Act.

	Additional information with respect to related party transactions with the Coliseum Stockholders is provided in our Annual Report on Form 10-K for the year ended Dec. 31, 2020 (Note 23, Transactions with Related Parties).


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	The Compensation Committee consists of Mr. Kerley (Chairperson), Mr. Carter and Mr. Coulter. No person who served as a member of the Compensation Committee during the fiscal year ended December 31, 2020 was a current or former officer or employee of ModivCare, or engaged in any transactions with us which was required to be disclosed by regulations of the SEC. None of ModivCare’s executive officers served as a director or member of the compensation committee of another entity, one of whose executive officers served as a member of our Board or as a member of our Board’s Compensation Committee.

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2021 Proxy Statement

Table of Contents

Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS		Introduction

		This Compensation Discussion and Analysis explains the executive compensation program for the following individuals, who are referred to as the named executive officers (“NEOs”):
		Daniel E. Greenleaf – President and Chief Executive Officer ~~and~~
		John McMahon – Chief Accounting Officer*
		Kathryn Stalmack – Senior Vice President, General Counsel & Corporate Secretary
		Kenneth W. Wilson – Chief Operating Officer*
		Kevin M. Dotts – Former Chief Financial Officer*
		Suzanne G. Smith – Former Chief Accounting Officer*
		* Mr. McMahon has served as Chief Accounting Officer since August 12, 2020. Mr. Wilson has served as Chief Operating Officer since May 4, 2020. Mr. Dotts’ service as Chief Financial Officer ceased effective February 26, 2021. Ms. Smith’s service as Chief Accounting Officer ceased effective August 12, 2020.

		Executive Summary

		ModivCare Inc. is a technology-enabled, healthcare services company, which provides a suite of integrated supportive care solutions for public and private payors and their patients. Its value-based solutions address the Social Determinants of Health, enable greater access to care, reduce costs, and improve outcomes. ModivCare is a leading provider of non-emergency medical transportation, or NEMT, personal and home care, and nutritional meal delivery. Our technology-enabled operating model includes NEMT core competencies in risk underwriting, contact center management, network credentialing, claims management and non-emergency medical transport management. The Company also partners with communities throughout the country, providing food-insecure individuals delivery of nutritional meals. Additionally, its personal and home care services include placements of non-medical personal care assistants, home health aides and skilled 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 solutions help health plans manage risks, close care gaps, reduce costs, and connect members to care. With the combination of its historical NEMT business with its in-home personal care business that was operated by Simplura prior to November 2020, ModivCare has united two complementary healthcare companies that serve similar, highly vulnerable patient populations. Collectively, ModivCare is positioned to remove the barriers of health inequities and address the SDoH.

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2021 Proxy Statement

Executive Compensation

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		Beginning in 2020, the Company embarked on a transformation of its business and technology that had positive impacts on our clients, transportation providers and members, as detailed below.

		Some of these transformational efforts include:

		20+ years		The Board hired in December 2019 Dan Greenleaf, an industry veteran with over 20-years of experience in the healthcare industry, to lead this transformation
				We enhanced our senior leadership, resulting in a diverse team with a track record of operational excellence, including our Chief Operating Officer, Chief Human Resource Officer, Chief Technology Officer, General Counsel, Chief Accounting Officer and Chief Compliance Officer
				We acquired Simplura, a personal home health company, providing a new platform for growth in personal care and expanding our impact on key social determinants of health, or SDoH
				Management launched a six-pillar strategy to drive transformational growth
				We advanced key technology and center of excellence optimization initiatives, including a new front-end member technology platform intended to leverage rider benefits on the front-end with all payor benefits, including reporting, on the back-end
				We eliminated our previously outstanding shares of convertible preferred stock from our capital structure
		2021		We positioned the Company for a successful rebranding in 2021, defining our new Purpose, Vision and Values

		The efforts of this diverse and inclusive leadership team resulted in a significant change in the financial results and market value of ModivCare, as demonstrated below.



		* 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) from continuing operations, its most directly comparable GAAP financial measure, is provided in Appendix A to this Proxy Statement.

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2021 Proxy Statement

Executive Compensation

Table of Contents

	ModivCare executive compensation practices are designed specifically to meet four key objectives:

	1.		Align the interests of our leaders with those of our investors by offering compensation based on both long-term and annual business results and delivering a large portion of the total pay opportunity in ModivCare equity
	2.		Balance rewards for both short-term results and the long-term strategic decisions needed to ensure sustained business performance over time
	3.		Attract and retain highly qualified strategic senior leaders needed to drive a healthcare services enterprise to succeed in today’s highly competitive marketplace
	4.		Motivate our leaders to deliver a high degree of business performance without encouraging excessive risk taking

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

What we do:		What we do not do:
	Emphasize pay for performance		Provide tax gross-ups on executive perquisites
	Maintain a clawback policy that covers both cash and equity compensation and addresses reputational and financial risk as well as risk management failures		“Single-trigger” accelerated vesting of equity-based compensation
	Use an independent compensation consultant		Short-sell or hedge Company securities
	Limit the number and amount of executive perquisites		Excessive perquisites
	Maintain robust stock ownership guidelines applicable to all of our executive officers and directors, which were increased in 2020		Trade in Company securities during black-out periods, except under limited circumstances, including Rule 10b5-1 trading plans
	Provide a significant portion of officer compensation in variable at-risk pay elements		Reprice stock options without shareholder approval
	Conduct competitive benchmarking to understand market-typical officer pay levels and practices		Excise tax “gross ups” upon change in control

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2021 Proxy Statement

Executive Compensation

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The elements of our performance-based compensation program are as follows:

	Component of Performance-Based Compensation		Description of Program
	Annual Incentive Program (the “AIP”)		The AIP is designed to provide financial incentive to the executives to reward them for achieving specific strategic, organizational, financial and individual goals that are intended to improve stockholder value.
	Long-Term Incentive Program (the “LTI”)		The LTI is designed to align the eligible executives’ interests with our stockholders’ interests in achieving increases in our stock value and provides for the grant to eligible NEOs of a combination, depending on the executive, of stock options, restricted stock units (RSUs) and restricted share awards.

		AIP Determinations

		The AIP incentives in 2020 were weighted 50% based on the Company achieving improved Adjusted EBITDA targets in 2020, and 50% based on each executive achieving specific individual performance goals during 2020. Significantly, however, under the AIP in 2020, no payouts would be made unless Adjusted EBITDA was at least at the threshold level shown below, even if an NEO met his or her individual performance goals. The following table provides the Company’s 2020 financial results relative to the established thresholds and targets:

Adjusted EBITDA*	Threshold	Target	Maximum	2020 Actual
Company Results	$62.1 million	$73.1 million	$97.1 million	$169.3 million*
Payout%	50%	100%	200%	200%

Adjusted EBITDA is a financial measure that is not presented in accordance with GAAP. A reconciliation of Adjusted EBITDA to net income (loss) from continuing operations, its most directly comparable GAAP financial measure, is provided in Appendix A to this Proxy Statement.

		Based on the Company’s performance, the bonus pool was fully funded for 2020 at the 200% payout level, and each named executive officer became eligible to receive a payout of up to 200% of their target bonus, depending on their individual performance.

		LTI Determinations

		Equity awards were granted under the LTI in 2020 to Mr. Greenleaf in accordance with the terms of his employment agreement and to each of Messrs. Wilson and McMahon as inducement grants in connection with their employment arrangements with the Company. The other named executive officers were not granted new equity awards in 2020 because these officers were each granted equity awards in late 2019.

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2021 Proxy Statement

Executive Compensation

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STOCKHOLDER SAY-ON-PAY AND COMPANY RESPONSE		In establishing and recommending 2020 compensation for the NEOs, the Compensation Committee considered the results of the Say-on-Pay vote at the 2020 annual meeting of stockholders. At that 2020 annual meeting, our stockholders approved our executive compensation for the 2020 fiscal year with approximately 98% of the votes cast in favor. Our Board recognizes that executive compensation is important to stockholders and takes this into account when reviewing the compensation program throughout the year. We believe that we have established a compensation plan that aligns the compensation paid to NEOs with value delivered to stockholders.


DISCUSSION AND ANALYSIS		Compensation Committee Philosophy ModivCare has a philosophy that a significant portion of compensation should be earned based on performance. As a result, we believe that compensation programs offered to NEOs should support the achievement of our strategic and financial goals and creation of stockholder value over the long term. Accordingly, our guiding compensation principles for fiscal year 2020 focused on:

●

~~Christopher S. Shackelton - Former Interim Chief Executive Officer~~

●

attracting, retaining and motivating highly qualified strategic senior leaders needed to drive a healthcare services enterprise to succeed in today’s highly competitive marketplace;

~~Warren S. Rustand - Former Chief Executive Officer~~

●

~~David Shackelton - Chief Financial Officer~~

●

~~Robert E. Wilson - Former Chief Financial Officer~~

●

~~Michael-Bryant Hicks – Former Senior Vice President and General Counsel~~

●

~~Herman M. Schwarz – Chief Executive Officer, LogistiCare Solutions, LLC~~

●

~~Justina Uzzell – Chief People Officer~~

~~Executive Summary~~

~~Overview~~

Providence is a holding company, whose subsidiaries provide critical healthcare and workforce development services. The Company operates within two key industry sectors—US healthcare and global workforce development—through its three operating segments: Non-Emergency Transportation Services (LogistiCare), Workforce Development Services (Ingeus) and Health Assessment Services (Matrix). Beginning with the acquisitions of Matrix and Ingeus in 2014, we established and implemented a new business strategy where Providence became a holding company whose subsidiaries provide access to critical healthcare and workforce development services. Senior leadership, including our NEOs, continued to lead our transition towards fully implementing the holding company structure in 2015.

Our holding company strategy is designed to increase intrinsic value on a per share basis, which in turn is predicated upon the continued development and efficient delivery of critical and high quality services. Our current service offerings are based upon a common purpose of delivering exceptional value in the healthcare and workforce development service industries, primarily in a community or home setting.

In order to meet our goal of increasing shareholder value, we have established certain priorities at both the holding company and segment leadership levels. The priorities of our leadership at the holding company level include: 1) pursuing the highest standards of governance, values and compliance, 2) ensuring operating excellence by attracting, developing, and retaining empowered and accountable segment level leadership with deep industry experience, and 3) allocating capital opportunistically in markets that may be inefficient or where we have an ability to invest at a discount to intrinsic value, particularly where our experience, analysis, and long-term perspective can provide an advantage over competitors. As demonstrated in 2015 with the divestiture of our Human Services segment, we also may dispose of current or future investments based on a variety of factors, including availability of alternative opportunities to deploy capital or otherwise maximize shareholder value as well as other strategic considerations.

~~Organizational/People Changes~~

In light of our business model, our most critical asset is our people, including our holding company team that drives our capital allocation decisions and our segment leadership teams which drive operational excellence. Our strategic initiatives have necessitated several organizational changes at the holding company level.

Mr. Warren Rustand, who served as our CEO from May 7, 2013, stepped down from his position as CEO on June 1, 2015. While the Company conducted a comprehensive search for a CEO replacement, Providence’s Chairman, Mr. Christopher S. Shackelton assumed the CEO role on an interim basis. During Mr. Shackelton’s term as interim CEO, he did not receive any pay other than his compensation as Chairman. On August 6, 2015, the Company appointed Mr. James M. Lindstrom, then CFO of the Company, as CEO.

Mr. Robert Wilson served as our CFO from November 19, 2012. Having completed his contractual employment commitment at the end of 2014, Mr. Wilson stepped down from his role with the Company. Mr. Lindstrom was thereafter hired as Executive Vice President and CFO effective January 16, 2015. Upon Mr. Lindstrom’s appointment to CEO on August 6, 2015, Mr. David Shackelton, then Vice President, Head of Corporate Development, was appointed as interim CFO. On October 1, 2015, the Company appointed Mr. David Shackelton as CFO.

~~Ms. Justina Uzzell was hired as Chief People Officer on March 9, 2014.~~

~~Mr. Matthew Umscheid was hired as Senior Vice President of Strategic Services on November 2, 2015.~~

~~Mr. William Severance was hired as Chief Accounting Officer on February 1, 2016.~~

~~Mr. Michael-Bryant Hicks resigned as Senior Vice President and General Counsel effective February 25, 2016.~~

~~Ms. Sophia Tawil was hired as Senior Vice President and General Counsel effective April 25, 2016.~~

~~New LTI Program~~

We believe in recognizing the performance of our executive officers through compensation made up of a base salary and performance based incentives. The primary focus of the incentive compensation plan structure was revised in 2015 by the Compensation Committee to better align with the new business strategy and our stockholders’ objectives. The Compensation Committee implemented a new LTI program for our holding company executives, called the HoldCo LTI Plan, designed to drive extraordinary stockholder value and reward our executives for substantial stockholder value creation.

Our executives begin to receive compensation under this plan once our multi-year compound annual stockholder return exceeds 8%. If our stockholder return exceeds 8% per annum during the specified period, our executives will earn Providence common shares in conjunction with increases in Providence’s share price. While these awards are earned through 2017, the common shares vest between December 31, 2017 and December 31, 2019. We believe this structure encourages an ownership mentality that incentivizes our management to create stockholder value over a multi-year period.

The Committee also established a new LTI program for the senior leadership at each of our segments based on value creation (as measured by EBITDA growth) and free cash flow generation, as described below under “—2015 Executive Compensation Program Decisions—Long-Term Incentives.”

~~New Stock Matching Program~~

Finally, in pursuit of encouraging an ownership mindset in our executives, we offered a Stock Matching Program in 2015, under which executives were invited to purchase shares of common stock from the Company through the grant of an immediately exercisable option to further encourage an ownership mindset and align executives with the Company’s long-term success. For every share of common stock an executive purchased, he or she was entitled to retain matching options subject to time-based vesting that had been granted together with the immediately exercisable option. These matching options are forfeited if the executive sells any shares of common stock (not just the shares purchased under this program), subject to limited exceptions, prior to December 31, 2017. Given the match was made in options, executives will receive no benefit from this program unless the common stock price increases, they do not sell any shares of common stock and they remain employed with the Company. Mr. Lindstrom and Mr. David Shackelton each purchased $500,000 in shares of Company common stock under this program in 2015, and therefore retained matching options, in addition to their previous open market purchases since joining the Company.

~~Stockholder Say-on-Pay and Company Response~~

In establishing and recommending 2015 compensation for the NEOs, the Compensation Committee considered the results of the Say-on-Pay vote at the 2015 annual meeting of stockholders. At that meeting, our stockholders approved our executive compensation for the 2014 fiscal year with approximately 86.1% of the votes cast in favor. Our Board of Directors recognizes that executive compensation is important to stockholders and takes this into account when reviewing the compensation program throughout the year. In reviewing the compensation program in light of the new business strategy of operating as a holding company, the Committee established a compensation plan that directly aligns the compensation paid to NEOs with value delivered to stockholders.

~~Detailed Discussion and Analysis~~

~~Compensation Committee Philosophy~~

We believe that compensation programs offered to NEOs should support the creation of stockholder value over the long term and achievement of our strategic and financial goals. Accordingly, our guiding compensation principles focus on:

●

~~attracting and retaining high-performance leaders;~~

●

aligning the interests of our executives with those of our ~~stockholders;~~

stockholders and motivating stockholder value creation by offering compensation based on both long-term and annual business results;

	●
	linking a meaningful portion of executive compensation to ~~performance;~~achievement of key financial, operational, and capital allocation performance goals to ensure sustained business performance over time; and	motivating our executives to fulfill a high degree of business performance without encouraging excessive risk taking.

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●

~~awarding a significant portion of compensation based on at-risk opportunities tied to stockholder returns.~~

2021 Proxy Statement

~~2015 Compensation Components~~

~~The specific components of the 2015 executive compensation program are as follows:~~

~~Component~~Executive Compensation

Table of Contents


~~Description~~2020 COMPENSATION COMPONENTS		~~Purpose~~ The specific components of the 2020 compensation program for NEOs were as follows:

~~Base Salary~~ Component	~~Fixed cash component.~~ Description	~~Reward for sustained~~Purpose

Base Salary	Fixed cash component established upon hire (and adjusted from time to time) based on overall skills and experience.	Provide competitive fixed compensation to attract and retain executive talent, reward individual performance, ~~overall skills, experience~~ and ~~tenure.~~ address market competitiveness.
~~2015 Cash Bonus Awards~~	~~2015 cash bonus awards consisted of the~~ Annual Incentive Program ~~(“AIP”~~(the “AIP”) ~~and special bonuses. Special bonuses rewarded NEOs for numerous accomplishments made in 2015 in support of the business strategy.~~	The AIP for our NEOs is based on Company financial and NEO individual performance metrics, as described further below.	Provide ~~direct~~ financial incentive to the executives to ~~achieve~~reward them for achieving specific strategic, organizational, financial and individual ~~goals.~~ goals that are intended to improve stockholder value.
Long-Term ~~Incentives (“LTI”~~Incentive Program (the “LTI”)	The LTI provides for the grant to the eligible NEOs of a combination, depending on the executive, of stock options, restricted stock units (RSUs) and restricted share awards. Our stock options provide NEOs with the right to purchase Company stock after a specified date, at an exercise price equal to the closing market price on the grant date. Our restricted share awards provide NEOs with a grant of Company common stock, subject to forfeiture rights in favor of the Company and other restrictions (including with respect to transferability) that are to be lifted on a specified date in the future. Holders of restricted share awards retain the right to receive dividends on the restricted shares, even if unvested, but do not have voting rights until the restricted shares vest. Our restricted stock units provide NEOs with the right to receive shares of Company common stock on a specified date in the future after vesting occurs. RSUs retain the right to receive dividends on the underlying shares, however such dividends are not paid until the RSUs vest. RSUs do not provide voting rights.	~~LTI consisted~~Provide motivation to align the executives’ interests with our stockholders’ interests in achieving increases in our stock value. The combination of stock options and either restricted share awards or RSUs furthered the ~~new HoldCo LTI Plan~~Compensation Committee’s objectives of directly aligning executive compensation with stockholder interests, with (1) the stock option component motivating performance through stock price appreciation (i.e., stock options have no value if stock price does not appreciate), and ~~Senior Executive LTIP.~~ ~~Performance-based Restricted Stock Units (“PBRSUs”)~~(2) the restricted share awards or RSUs providing incentives for long-term retention of key executives.
Benefits and ~~Time-Based Restricted Stock (“TBRS”) were also granted in the beginning of the year to certain NEOs at that time under our old equity plan design, prior to establishing the HoldCo LTI Plan.~~ ~~One-time new hire grants were provided to certain executives in connection with their employment agreements.~~ Perquisites	~~New HoldCo LTI Plan aligns with holding company business strategy and drives stockholder value creation. Senior Executive LTIP drives growth for each of the segments.~~
~~Stock Matching Program~~	~~Participants purchased shares out-of-pocket and received a one-for-one match in options subject to time-based vesting.~~	~~Encourages ownership and alignment with the Company’s success over a multi-year period.~~
~~Benefits and Perquisites~~	We provide ~~certain~~ benefits generally available to all ~~salaried~~ employees and we provide additional benefits for NEOs. Perquisites for NEOs relate ~~primarily~~ to ~~commuting reimbursement.~~enhanced insurance and other noncash benefits. See ~~“Benefits~~the discussion below under the caption “—Benefits and Perquisites” for further detail.	Provide ~~an appropriate~~a competitive level of employee ~~benefits.~~ benefits; aids in attraction and retention of key executives.
Post-Termination Compensation	NEOs are eligible for ~~certain~~ payments post-termination, as specified ~~in “Potential~~below under the caption “—Potential Payments Upon Termination or Change in ~~Control”.~~ Control.”	Provide an appropriate level of payment in the event of a change in control or ~~termination.~~ termination event in order to motivate executives to put the Company’s long-term objectives ahead of their own.
Other Policies	•Stock Ownership Guidelines •Clawback Policy •Anti-Hedging / Anti-Pledging Policy	Enhance alignment ~~with~~between executive and stockholder interests.

~~2015 Executive Compensation Program Decisions~~

~~The following decisions were made in 2015 regarding each of these compensation components.~~

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2021 Proxy Statement

~~Base Salary~~

The Compensation Committee reviewed the base salaries of each continuing NEO, and set salaries for newly-hired NEOs, at levels intended to be competitive, as further discussed under “—Approach for Developing the Executive Compensation Program”, and provide the appropriate level of fixed compensation for each individual’s role at the Company. In determining the base salaries in 2015 for each NEO, the Compensation Committee considered the internal pay comparisons within the executive group at Providence, individual performance, overall financial performance of the Company, and market data. Salaries for our NEOs as of year-end or as of the date of their resignation were as follows:

Name

2014 Base Salary⁽¹⁾

2015 Base Salary

Mr. Lindstrom
N/A $ 650,000 (2)
Mr. David Shackelton
N/A $ 450,000 (3)
Mr. Rustand
$ 590,000 $ 740,000
Mr. Wilson
$ 400,000 $ 400,000
Mr. Hicks
$ 350,000 $ 350,000
Mr. Schwarz
$ 432,000 $ 500,000
Ms. Uzzell
N/A $ 250,000

~~(1) Reflects 2014 base salaries for those serving as NEOs during that year.~~

~~(2) The base salary for Mr. Lindstrom was set at $550,000 when he was appointed SVP and CFO in January 2015 and increased to $650,000 when he was appointed CEO on August 6, 2015.~~

(3) The base salary for Mr. David Shackelton in his capacity as Vice President, Head of Corporate Development was $180,000. When appointed Interim CFO in August 2015, Mr. David Shackelton’s base salary was set at $300,000 and increased to $450,000 when he was appointed CFO on October 1, 2015.

~~Actual salaries were pro-rated for time served in 2015 as shown in the “Summary Compensation Table.”~~

~~2015 Cash Bonus Awards~~

~~Annual Incentive Plan (“AIP”)~~

All NEOs participated in the 2015 AIP, except for Christopher Shackelton. For 2015, the AIP was based on corporate financial performance, measured by earnings before interest, taxes, depreciation and amortization, or EBITDA. AIP payouts were subject to achieving the EBITDA target, set equal to the budget for 2015, after expensing the actual AIP payout amounts. EBITDA performance achieved below the EBITDA target results in no payouts under the 2015 AIP. Although Ms. Uzzell was not subject to the 2015 AIP, her bonus award was based on the same design as the 2015 AIP.

Messrs. Lindstrom, David Shackelton, Rustand, Hicks, and Schwarz were also eligible to earn an additional payout through sharing between them 20% of the amount, if any, by which actual EBITDA performance exceeded the EBITDA target, after expensing the actual AIP bonus payouts. Each individual’s additional payout is subject to a cap of 25% of each individual’s base salary received in 2015.

~~Each participant’s AIP opportunity was determined as a percentage of base salary, as follows:~~

Name

Target AIP
Opportunity as
% of Salary

Mr. Lindstrom
75% (1)
Mr. David Shackelton
75% (2)
Mr. Rustand
100 %
Mr. Wilson
50 %
Mr. Hicks
75 %
Mr. Schwarz
75 %
Ms. Uzzell
50% (3)

~~(1) Mr. Lindstrom target AIP opportunity was 75% during his time served as CFO and was maintained at 75% when he was appointed CEO.~~

(2) David Shackelton’s target AIP opportunity was 25% from January 1, 2015 to August 5, 2015. Upon being appointed to the CFO role, his target AIP opportunity increased to 75% of base salary for August 6, 2015 to December 31, 2015.

~~(3) Although Ms. Uzzell was not subject to the 2015 AIP, her bonus payout as indicated above was based on achieving the same EBITDA target under the 2015 AIP.~~

~~Actual performance was below the EBITDA target, and therefore no AIP awards were paid in 2015. See below for details.~~

~~Target/Budgeted EBITDA~~Executive Compensation

Table of Contents

	$	~~137.7M~~
~~Actual EBITDA~~ APPROACH FOR DEVELOPING THE EXECUTIVE COMPENSATION PROGRAM		$	~~67.4M~~
~~Payout as a %~~The compensation of ~~Target~~				0	%

HoldCo LTI Pool Value at Varying Levels of Stock Price Performance
($ in millions, except per share amounts)
				(Threshold)
Compound Annual Growth Rate (1)		0.0	%		8.0	%		15.0	%
Determination Share Price (2)	$	47.20		$	56.79		$	66.04

Stockholder Value (3)	$	914.8		$	1,100.6		$	1,279.8
Less: Hurdle Shareholder Value	$	(1,100.6	)	$	(1,100.6	)	$	(1,100.6	)
Extraordinary Shareholder Value	$	-		$	-		$	179.3
HoldCo LTI Pool Value(4)	$	-		$	-		$	14.3
Implied # of RSUs (5)		-			-			217,157

~~Named Executive Officer~~	~~Percent Allocation~~our CEO is determined by the Compensation Committee, subject to the approval of ~~Pool~~
~~Mr. Lindstrom~~		~~40%~~
~~Mr. David Shackelton~~		~~20%~~
~~Mr. Hicks~~		~~7.5%~~
~~Ms. Uzzell~~		~~7.5%~~
~~All Other Participants~~		~~10%~~
~~Reserve~~the full Board excluding our CEO. Our CEO annually reviews the performance of each NEO, other than himself, relative to the annual performance goals established for ~~Future Awards~~		~~15%~~

~~PBRSU Pay/Performance Scale~~
~~3-Year ROE~~	~~Payout as a % of Target~~
~~≥ 15%~~	~~100%~~
~~≥ 12 but less than 15%~~	~~33%~~
~~< 12%~~	0%

Executive	Total Target $ Value		# of PBRSUs at Maximum		# of TBRS
Rustand	$	851,000		13,085		3,271
Hicks	$	315,000		4,843		1,211
Schwarz	$	575,000		8,841		2,210
Total				26,769		6,692

☐
o	Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

☐
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	~~(1)~~
	(1) Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

☐
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	~~(1)~~	~~Amount Previously Paid:~~

	(1) Amount Previously Paid:

~~Amedisys~~	~~LHC Group~~

~~Chemed~~	~~Magellan Health Services~~

~~Ensign Group~~	~~MAXIMUS~~ In 2020, the Compensation Committee engaged Meridian to assess the competitiveness of pay for the executive officers and provide independent advice and recommendations to the Compensation Committee regarding executive compensation. In order to avoid conflicts of interest, Meridian only does work for or authorized by the Compensation Committee. The Compensation Committee annually reviews Meridian’s independence as contemplated by the Compensation Committee’s charter and applicable NASDAQ rules, and determined in 2020 that there were no conflicts of interest.

~~Envision Healthcare Holdings~~	~~Restaurant Brands International~~
		We believe it is appropriate for NEO pay to be competitive with the market for comparable executives. To achieve this objective, we assess market data for a peer group of companies established by the Compensation Committee, with the assistance of its compensation consultant, from time to time. The peer group chosen for purposes of the 2020 compensation decisions is provided below. The group is composed of 12 health services related companies that were comparable to us in terms of business mix and size (e.g., revenue, EBITDA, and market capitalization) when it was chosen for 2020.

	2020 Peer Group
~~Healthways~~	~~TransDigm~~Addus HomeCare Corporation	CorVel Corporation	LHC Group
	Allscripts Healthcare Solutions, Inc.	Hanger, Inc.	Option Care Health, Inc.
	American Renal Associates Holdings, Inc.	Ensign Group	National HealthCare Corporation
	Capital Senior Living Corporation	HMS Holdings	Tivity Health

		In addition to comparative market data, the Compensation Committee takes into consideration other factors, including global economic conditions and an individual’s role, tenure, experience, skills and performance when making compensation decisions. In 2020, the Compensation Committee was particularly cognizant of the challenges imposed by the COVID-19 global pandemic. The Compensation Committee actively monitored the impact of COVID-19 on the Company’s business and employees and evaluated the need for any changes to the Company’s executive compensation programs, determining that no such changes were needed during 2020.

IPC Healthcare*

☒
x	Definitive Proxy Statement

☐
o	Soliciting Material Pursuant to §240.14a-12

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	●Name	2020 ($)
	Daniel E. Greenleaf	850,000
	John McMahon	285,000
	Kathryn Stalmack	375,000
	Kenneth W. Wilson	500,000
	Kevin M. Dotts	450,000
	Suzanne G. Smith	285,000

Named Executive Officer	Target Incentive Plan Opportunity as a % of Salary	Target Incentive Plan Opportunity Value ($)
Daniel E. Greenleaf	125%	1,062,500
John McMahon	40%	114,000
Kathryn Stalmack	75%	281,250
Kenneth W. Wilson	80%	400,000
Kevin M. Dotts	75%	337,500
Suzanne G. Smith	50%	142,500

	For fiscal year 2020, the Compensation Committee determined that on the basis of the Company’s financial results, the Company achieved its Adjusted EBITDA target at the 200% level. Therefore, for the AIP in 2020, participants were eligible to receive a payout of 200% of target for both (i) the portion of the AIP tied to financial performance and (ii) the portion of the AIP tied to individual performance.

	With respect to the portion of the AIP that was tied to individual performance, the amount of the award for each executive was calculated as (A) 50% of the Target Incentive Plan Opportunity Value set forth above multiplied by (B) the total of: 200% multiplied by the percentage of individual performance objectives achieved. The CEO’s individual performance objectives included (i) restructuring the Company and the management team, (ii) improving the Company’s EBITDA margin as compared to 2019, and (iii) generating savings from contact center operations. For the other NEOs, performance objectives included, among other things:

	•	Migrating a certain number of employees to work from home environment by year-end;
	•	Achieving certain company-wide gross margin targets;
	•	Reducing accounts receivables aging by year-end;
	•	Achieving certain levels of procurement savings;
	•	Rolling out the Company rebranding project by year-end; and
	•	Spearheading certain federal legislative lobbying efforts.

		As a result of their respective performance, each of Messrs. Greenleaf, Wilson and McMahon and Ms. Stalmack was determined to have achieved 100% of his or her performance goals, and Mr. Dotts was determined to have achieved 81.25% of his performance goals. As a result, the NEOs that remained in their roles through the end of 2020 were awarded 200% of their total target bonuses, except that Mr. Dotts was awarded 181.25% of his target bonus. Ms. Smith, who departed the Company in November 2020, received 100% of her target bonus, prorated through her separation date, pursuant to the terms of her separation agreement.

		Long-Term Incentives In an effort to retain, motivate, and continue to align the Company’s executive officers’ interests with stockholders’ interests and stockholder value creation, the Compensation Committee grants long-term incentive awards under its LTI to the executive officers as deemed appropriate by the Compensation Committee from year to year or as required by contractual arrangements, as applicable. In 2020, the Compensation Committee determined that awards consisting of both (1) stock options, which align executives’ interests with stockholders’ interests given their inherent performance-based value tied to stock price appreciation, and (2) restricted share units, which have inherent retention value, were the best equity compensation mix to meet the Company’s long-term objectives.

		In furtherance of the foregoing, Mr. Greenleaf received an award in February 2020 as mandated by his employment agreement that consisted of 50% stock oroptions with an exercise price per share equal to the closing stock price of the underlying shares of common stock on the grant date and 50% RSUs. Each of Messrs. Wilson and McMahon also received inducement grants on May 4, 2020, and August 19, 2020, respectively, in connection with their respective appointments as Chief Operating Officer and Chief Accounting Officer. The other NEOs were not granted new equity awards in 2020 because these officers were each granted equity awards in late 2019. The Compensation Committee considered various factors in determining the value of the individual equity grants, including the individuals’ roles, performance, historical LTI grants, and market data.

		The following table summarizes the equity grants made to the NEOs during 2020.

Named Executive Officer	Grant Date	Exercise Price of Stock Options ($)	Stock Options (# of underlying shares)	Restricted Stock Units
Daniel E. Greenleaf⁽¹⁾	02/13/2020	69.18	45,119	12,287
John McMahon⁽²⁾	08/19/2020	95.08	2,719	749
Kathryn Stalmack	—	—	—	—
Kenneth W. Wilson⁽³⁾	05/04/2020	55.45	16,684	6,420
Kevin M. Dotts	—	—	—	—
Suzanne G. Smith	—	—	—	—

	⁽¹⁾	The stock options and RSUs ~~(whether vested or unvested);~~vest in 1/3 increments on February 13, 2021, February 13, 2022 and February 13, 2023, subject to Mr. Greenleaf’s continued employment through such dates.
	⁽²⁾	Granted in connection with Mr. McMahon’s appointment as Chief Accounting Officer. The stock options and RSUs vest in 1/3 increments on August 19, 2021, August 19, 2022 and August 19, 2023, subject to continued employment through such dates.
	⁽³⁾	Granted in connection with Mr. Wilson’s appointment as Chief Operating Officer. The stock options and RSUs vest in 1/3 increments on May 4, 2021, May 4, 2022 and May 4, 2023, subject to continued employment through such dates.


BENEFITS AND PERQUISITES		401(k) Plans All NEOs are eligible to participate in our 401(k) Plan and to receive a Company match, subject to plan requirements and contribution limits established under the Internal Revenue Code of 1986, as amended (the “IRC”). In 2020, NEOs were eligible to receive established matching contributions under our 401(k) Plan up to (i) the lesser of 5% of the amount of the participant’s elective contributions and $400, plus (ii) a discretionary end-of-year additional matching contribution in an amount equal to three times the amount of the established matching contribution actually made by the Company. Beginning in February 2021, NEOs are eligible to receive matching contributions under our 401(k) Plan up to 4% of the amount of the participant’s elective contributions.

		Other Benefits and Perquisites
		During fiscal year 2020, our NEOs received, to varying degrees, a limited amount of other benefits, including certain group life, health, medical and other non-cash benefits generally available to all salaried employees. More detail on these benefits and perquisites may be found in the “Summary Compensation Table.”


OTHER COMPENSATION POLICIES		Stock Ownership Guidelines for NEOs We believe that promoting stock ownership aligns the interests of our continuing NEOs with those of our stockholders and provides strong motivation to build stockholder value. In furtherance of these beliefs, we recently revised the stock ownership guidelines to increase the required ownership of the CEO and the other NEOs beginning in 2021. Under the new guidelines, continuing NEOs are expected to own shares of our Common Stock with a value equal to the following multiple of their respective base salaries:

	● Executive	~~Shares~~Stock Ownership Guideline as a Multiple of Salary
	CEO	5x annual base salary
	Other NEOs	3x annual base salary

	The following will count towards meeting the required holding level:

	•	shares held directly or indirectly;

	•	any vested restricted shares or RSUs received under our annual equity-based compensation program;

	•	any unvested time-based restricted shares or RSUs received under our annual equity-based compensation program (calculated on an assumed net after-tax basis)

	•	any in-the-money value of vested stock options; and
	•	shares owned jointly with, or in trust for, ~~their~~ immediate family members residing in the same household.

~~Compensation Committee~~

~~Richard Kerley (Chairperson)~~	~~Kristi L. Meints~~	~~Leslie V. Norwalk~~

Name and Principal Position	Year	Salary (1) ($)		Bonus ($)		Stock Awards (2)(3) ($)		Option Awards (4) ($)		Non-Equity Incentive Plan Compensation (5) ($)		All Other Compensation (6)(7)($)		Total ($)
James M. Lindstrom	2015		559,744		400,000		5,536,022		198,190		-		25,661		6,719,617
Chief Executive Officer, Former Chief Financial Officer

David Shackelton	2015		268,385		240,000		2,518,000		198,190		-		24,762		3,249,337
Chief Financial Officer

Christopher Shackelton (8)	2015		-		-		-		-		-		347,711		347,711
Former Interim Chief Executive Officer

Warren S. Rustand	2015		745,692		-		394,858		-		-		54,272		1,194,822
Former Chief Executive Officer	2014		590,000		-		378,082		4,134,397		590,000		53,589		5,746,068
	2013		633,619		123,238		205,281		-		386,329		44,357		1,392,824

Robert E. Wilson	2015		91,026		-		-		-		-		6,015		97,041
Former Chief Financial Officer	2014		400,000		200,000		-		-		-		22,446		622,446
	2013		400,000		200,000		-		-		-		30,383		630,383

Michael-Bryant Hicks	2015		352,693		-		1,090,412		198,190		-		15,655		1,656,950
Former Senior Vice President and General Counsel	2014		345,962		-		143,732		-		344,896		24,126		858,716

Justina Uzzell	2015		251,923		135,000		944,250		198,190		-		14,086		1,543,449
Chief People Officer

Herman M. Schwarz (9)	2015		489,539		855,779		266,785		198,190		-		5,918		1,816,211
Chief Executive Officer of LogistiCare Solutions, LLC, our wholly-owned subsidiary	2014		432,000		-		230,513		-		432,000		11,939		1,106,452
	2013		428,069		-		230,521		-		432,000		14,699		1,105,289

~~(1)~~	~~Includes amounts contributed to~~

CHANGE IN CONTROL, SEVERANCE ARRANGEMENTS AND SEVERANCE PAYMENTS	During fiscal year 2020, we had either employment agreements or employment offer letters with each of our ~~401(k) Plan by each executive officer.~~ NEOs. The employment agreements with Mr. Greenleaf, Ms. Stalmack and Mr. Dotts, and the employment letters with Mr. McMahon, Mr. Wilson and Ms. Smith provided for a severance payment upon the termination of employment under certain circumstances and for a payment upon a change in control as described below under “—Employment Agreements and Offer Letters with the Named Executive Officers” and “—Potential Payments Upon Termination or Change in Control.”


IMPACT OF TAX TREATMENT ON COMPENSATION		The Compensation Committee endeavors to structure compensation so that we may take a tax deduction, but it does not have a policy requiring that all compensation must be deductible and it may, from time to time, authorize compensation that is not tax deductible, including where it deems appropriate or necessary in order to ensure competitive levels of total compensation for our NEOs and where doing so would be in the best interests of the Company. For taxable years beginning after 2017, Section 162(m) of the IRC generally disallows tax deductions for annual compensation in excess of $1.0 million paid to our NEOs.

		Other provisions of the IRC can also affect compensation decisions. Section 409A of the IRC, which governs the form and timing of payment of deferred compensation, imposes sanctions, including a 20% additional tax and an interest penalty, on a recipient of deferred compensation that does not comply with Section 409A. The Compensation Committee takes into account the potential implications of Section 409A in determining the form and timing of compensation awarded to our executives and strives to structure its compensation plans to meet these requirements.

		Section 280G of the IRC disallows a company’s tax deduction for payments received by certain individuals in connection with a change in control to the extent that the payments exceed an amount approximately three times their average annual compensation (an “excess parachute payment”) and Section 4999 of the IRC imposes a 20% excise tax on those payments. The Compensation Committee also takes the provisions of Sections 280G and 4999 into account in structuring compensation, endeavoring to enable the Company to take a tax deduction and executives to avoid the excise tax. For example, employment agreements with certain of our NEOs contain provisions reducing parachute payments to an amount that will not constitute an excess parachute payment in certain circumstances.


COMPENSATION COMMITTEE REPORT		The Compensation Committee operates under a written charter and is comprised entirely of directors meeting the independence requirements of NASDAQ listing rules. The Board established this committee to discharge the Board’s responsibilities relating to compensation of our CEO and each of our other executive officers. The Compensation Committee has overall responsibility for decisions relating to all compensation plans, policies, and benefit programs as they affect the CEO and other executive officers.

		The Compensation Committee has reviewed and discussed with ModivCare’s management the preceding section entitled “Compensation Discussion and Analysis.” Based on this review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the 2020 Annual Report through filing of this Proxy Statement.

	Compensation Committee
	Richard A. Kerley (Chairperson)	Todd J. Carter	David A. Coulter


SUMMARY COMPENSATION TABLE		The following table sets forth certain information with respect to compensation paid by us for services rendered in all capacities to us and our subsidiaries during the fiscal years ended December 31, 2020, 2019 and 2018 to our NEOs, which group is composed of (1) each person who served as our CEO during fiscal year 2020, (2) each person who served as our CFO during fiscal year 2020, (3) each of our three other most highly compensated executive officers who were employed by us on December 31, 2020, and (4) one other former executive officer who would have been included as one of the three most highly compensated executive officers if such person had remained employed by us through December 31, 2020:

Name	Year	Salary ($)	Bonus⁽¹⁾ ($)	Stock Awards⁽²⁾ ($)	Option Awards⁽³⁾ ($)	Non-Equity Incentive Plan Compensation⁽⁴⁾ ($)	All Other Compensation⁽⁵⁾ ($)	Total ($)
Daniel E.	2020	850,000	—	850,015	849,630	2,125,000	16,494	4,691,139
Greenleaf	2019	32,692	—	1,191,162	1,955,559	—	—	3,179,413
President and Chief Executive Officer
John McMahon⁽⁶⁾	2020	104,135	—	71,215	71,238	87,836	8,145	342,569
Chief Information Officer
Kathryn Stalmack	2020	375,000	100,000	—	—	562,500	21,550	1,059,050
Senior Vice President, General Counsel and Corporate Secretary	2019	132,692	—	343,743	220,721	—	8,399	705,556
Kenneth W. Wilson⁽⁷⁾	2020	321,154	115,000	356,044	250,007	526,776	16,441	1,585,422
Chief Operating Officer
Kevin M. Dotts⁽⁸⁾	2020	450,000	—	—	—	611,719	20,379	1,082,098
Former Chief	2019	456,346	—	154,690	364,204	—	24,281	999,521
Financial Officer	2018	118,462	50,000	—	372,445	50,000	5,566	596,473
Suzanne G. Smith⁽⁹⁾	2020	268,904	—	—	—	127,753	160,434	557,091
Former Chief Accounting Officer	2019	243,346	15,000	106,853	140,602	—	12,420	518,221

⁽¹⁾	Includes discretionary bonuses and sign-on bonuses, as applicable.
⁽²⁾	The compensation included in this column represents the aggregate grant date fair value of the equity awards granted during the year indicated. For additional information on the valuation assumptions with respect to the expense, refer to Note 16 of the Company’s consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC. The amounts do not necessarily reflect the actual value received by the executive, which may be more or less than the amount shown or zero.
⁽³⁾	This column shows the aggregate grant date fair value of the ~~restricted~~ stock ~~Holdco LTI Plan~~option awards and PBRSUs and TBRS awarded in 2015, 2014 and 2013 in accordance with FASB ASC 718. Additional information regarding such awards is set forth in the notes to the “Grants of Plan Based Awards Table” and “Outstanding Equity Awards” table.granted. The grant date fair values have been determined based on the assumptions set forth in our Annual ~~Reports~~Report on Form 10-K for the ~~years~~year ended December 31, ~~2015, 2014 and 2013~~2020 (Note ~~13,~~16, Stock-Based Compensation and Similar Arrangements). Each of Mr. Rustand, Mr. Hicks and Mr. Schwarz were granted a number of PBRSUs in 2015, 2014 and 2013 subject to certain performance conditions. The amounts included in this column for the PBRSUs granted in 2015, 2014 and 2013 are consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC 718. The grant date fair value of the PBRSU award granted in 2015 to each of Messrs. Rustand, Hicks and Schwarz assuming the maximum level of performance will be achieved totaled approximately $680,813, $251,981 and $459,997, however, amounts included in the table above reflect the threshold level of performance. The grant date fair value of Holdco LTI Plan awards was determined based on the likely payout based on a Monte Carlo simulation model.

~~(6)~~ ⁽⁴⁾	Includes annual incentive bonuses earned for the year indicated, but paid in March of the following year.
⁽⁵⁾	We provide the NEOs ~~(with the exception of Christopher Shackelton)~~ with certain group life, health, medical and other non-cash benefits generally available to all salaried employees, which are included in this column. For ~~2015,~~fiscal year 2020, the amounts in this column include the following:

Name	Health, Dental, Life and Disability Insurance Premiums		Matching Contributions under Retirement Savings Plans		Other Insurance Plan Premiums (a)
James Lindstrom	$	3,547	$	400		—

David Shackelton	$	4,435		—		—

Warren Rustand	$	11,121		—	$	43,151

Robert Wilson	$	4,638		—		—

Michael-Bryant Hicks	$	14,041	$	400	$	1,214

Herman Schwarz	$	4,063	$	400	$	1,455

Justina Uzzell	$	13,717	$	369		—