Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

On July 17, 2024, the Board of Directors (the "Board") of VSee Health, Inc. (the "Company") voted to increase the size of the Board from five to seven members, and to appoint Cydonii V. Fairfax and David L. Wickersham as new Class III directors to fill the vacancies created by such increase, with such appointments effective July 17, 2024. The Board appointed Ms. Fairfax to be a member of the Audit Committee of the Board and chair of the Nominating Committee of the Board. The Board appointed Mr. Wickersham to be chair of the Compensation Committee of the Board.

Cydonii V. Fairfax is the Executive Vice President and General Counsel of the Metropolitan Transit Authority of Harris County, Texas ("Metro"). Prior to becoming Executive Vice President and General Counsel of Metro, Ms. Fairfax served as Senior Vice President and Deputy General Counsel of American Capital, Ltd. (NASDAQ: ACAS), a publicly-traded private equity firm and global asset manager. Ms. Fairfax holds a Bachelors of Science degree in Finance from University of Maryland and a Juris Doctor from Harvard Law School.

There are no arrangements or understandings between Ms. Fairfax and any other person pursuant to which she was appointed to serve as a director on the Board and Ms. Fairfax does not have a direct or indirect material interest in any "related party" transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Ms. Fairfax and any director or executive officer of the Company.

David L. Wickersham is the Chief Executive Officer and Founder of Progressive Pipeline Management. Mr. Wickersham has over twenty-five years of experience in emergency response management and utility infrastructure rehabilitation. Mr. Wickersham holds a Bachelors of Science degree in Marine Transportation from the U.S. Merchant Marine Academy.

There are no arrangements or understandings between Mr. Wickerman and any other person pursuant to which he was appointed to serve as a director on the Board. On March 28, 2024, iDoc Virtual Telehealth Solutions, Inc., a Texas corporation ("iDoc") and a wholly owned subsidiary of the Company, issued and sold a secured convertible promissory note in the principal amount of two hundred twenty four thousand ($224,000) (the "Note") to Mr. Wickersham. The Note was fully satisfied and paid off by the issuance of 114,000 shares of the Company common stock to Mr. Wickerman on the maturity date. Other than the aforementioned, Mr. Wickerman does not have other direct or indirect material interest in any "related party" transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Wickerman and any director or executive officer of the Company.

The Board determined that both newly appointed directors are "independent" as defined by Nasdaq rules but has not yet determined the compensation of the newly appointed directors.