Case Background
In late 2020, Greg Kovacic served as the Chief Financial Officer for a technology firm called doc.ai, Inc. During this time, the digital health company Sharecare, Inc. entered into negotiations to acquire doc.ai. As a central figure in doc.ai’s leadership, Kovacic held stock options that would have immediately vested upon the sale of the company, entitling him to a guaranteed payout of approximately $3.48 million.
Sharecare’s executives, including Chief Financial Officer Justin Ferrero, traveled to Palo Alto to meet with Kovacic and other key employees. During these meetings, they emphasized that Kovacic would be an essential member of their executive team. They offered him a four-year employment contract with a $400,000 annual salary and future equity. However, to finalize the deal, Sharecare required Kovacic to sign a waiver giving up his right to the immediate $3.48 million payout. Relying on the promise of long-term employment and high-level responsibilities, Kovacic signed the agreements in January 2021.
Cause
Kovacic alleged that Sharecare and Justin Ferrero never intended to keep their promises. He claimed they labeled him a "key employee" solely to trick him into signing the waiver, which saved Sharecare millions of dollars.
Injury
Kovacic lost his guaranteed $3.48 million payout from the doc.ai merger. After eighteen months of employment, Sharecare fired him, which cut off his salary and caused him to lose his future stock options.
Damages Sought
Kovacic sued for the $3,483,447.68 he would have received at the time of the merger. He also sought the remaining value of his four-year employment contract, the full vesting of his 355,578 stock options, and punitive damages for fraud.
Key Arguments and Proceedings
Legal Representation
Plaintiff: Greg Kovacic
· Counsel for Plaintiff: Eric A. Hiduke | Michael G. Ackerman.
Defendants: Sharecare, Inc. | Justin Ferrero.
· Counsel for Defendants: Kelly Perigoe | Erica Row | Jacqueline Suh | Richard T. Atkinson
Claims Asserted
Intentional Misrepresentation
Kovacic argued that Justin Ferrero personally misled him during the merger talks. He testified that Ferrero promised he would be an "integral part" of the corporate development team and a partner in future acquisitions. Kovacic claimed these were lies meant to induce him to sign away his millions. He later discovered that Ferrero had actually tried to keep him off the list of key employees before the deal closed.
The Forgery Allegation
A major point of contention involved the employment contract itself. Kovacic signed a version in January 2021 that explicitly allowed him to continue certain outside business activities. He alleged that Sharecare later created a modified version of the contract that deleted these permissions. Kovacic claimed the company took the signature page from his original agreement and attached it to the new, altered version without his knowledge an act he described as forgery.
Defense Arguments
Sharecare and Ferrero denied any wrongdoing. They argued that they acted in good faith and that Kovacic’s termination was justified. The defense maintained that Kovacic failed to follow company policies regarding outside work and that his dismissal met the definition of "Cause" under his contract. They also disputed the idea that any promises made during negotiations were fraudulent or intended to deceive.
Jury Verdict
The jury returned a complete defense verdict on November 14, 2025. The jury found in favor of all Defendants Sharecare, Inc. and Justin Ferrero on every claim that went to trial. Specifically, the jury found that while Sharecare, Inc. made a false representation and made a promise to the Plaintiff, Sharecare intended to perform that promise when made, ending the false promise claim. For Justin Ferrero, the jury found he made no false representation of fact to the Plaintiff, resolving all fraud claims against him at the first question. On the concealment claims, the jury found that neither Sharecare nor Ferrero intentionally failed to disclose facts the Plaintiff didn't know and couldn't reasonably have discovered. Because the Plaintiff failed to prove liability on any claim, no damages were awarded and the punitive damages forms were left blank. The final judgment, filed December 24, 2025, ordered that "Plaintiff shall take nothing" and entered judgment in favor of all Defendants, with Defendants entitled to costs as the prevailing party.
Court Documents