Health Catalyst, Inc DEF 14A, filed Apr 29, 2024

Health Catalyst, Inc. (HCAT)

DEF 14A 2024-04-29 For: 2023-12-31

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Added on June 12, 2026

About this DEF 14A

Health Catalyst, Inc filed this DEF 14A on April 29, 2024.

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☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material Pursuant to § 240.14a-12


			•						To elect three Class II directors, Daniel Burton, John A. Kane, and Julie Larson-Green, to hold office until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified, subject to their earlier resignation or removal;

			•						To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

			•						To vote, on an advisory, non-binding basis, to approve the compensation of our named executive officers; and



			•						To transact any other business that properly comes before the Annual Meeting (including adjournments, continuations and postponements thereof).



GENERAL INFORMATION			1

PROPOSAL ONE: ELECTION OF DIRECTORS			7

CORPORATE GOVERNANCE			11

PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			21

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			23

PROPOSAL THREE: ADVISORY, NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			24



EXECUTIVE OFFICERS			25

EXECUTIVE COMPENSATION			26

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS			50

EQUITY COMPENSATION PLAN INFORMATION			63

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			64

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			66

ADDITIONAL INFORMATION			69

APPENDIX A - NON-GAAP FINANCIAL MEASURE INFORMATION			70


Who is entitled to vote?						Holders of our common stock as of April 19, 2024, the record date for our Annual Meeting (the Record Date), may vote at the Annual Meeting. As of the Record Date, there were 59,033,536 shares of our common stock outstanding. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of common stock is entitled to one vote on each proposal. Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC), you are considered the stockholder of record with respect to those shares. Throughout this Proxy Statement, we refer to these registered stockholders as “stockholders of record.” Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank, or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. If you request a printed copy of our proxy materials by mail, your broker, bank, or other nominee will provide a voting instruction form for you to use. Throughout this Proxy Statement, we refer to stockholders who hold their shares through a broker, bank, or other nominee as “street name stockholders.”

What do I need to be able to attend the Annual Meeting online?						We will be holding our Annual Meeting via live webcast only. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/HCAT2024. The webcast will start at 3:00 p.m. Eastern Time (1:00 p.m. Mountain Time) on June 13, 2024. Stockholders may vote and ask questions while attending the Annual Meeting online. In order to be able to attend the Annual Meeting, you will need the 16-digit control number, which is located on your Notice, on your proxy card, or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com.

Why hold a virtual meeting instead of a physical meeting?						Our board believes that holding a virtual Annual Meeting will facilitate stockholder attendance and participation at our Annual Meeting by enabling stockholders to participate from any location around the world. With this live webcast format, we believe we will provide you with substantially the same opportunities to participate as you would have at an in-person meeting, including the right to vote and ask questions during the Annual Meeting through the virtual meeting platform.
What if I have trouble accessing the Annual Meeting virtually?						The virtual meeting platform is fully supported across browsers and devices (desktops, laptops, tablets and smartphones) running the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong internet connection wherever they intend to participate in the Annual Meeting. We encourage you to access the Annual Meeting 15 minutes prior to the start time. If you need further assistance accessing the Annual Meeting, technical support numbers will be posted on the Annual Meeting website.


How many votes are needed for the approval of each proposal?						Proposal One. The election of directors requires a plurality of the votes properly cast to be approved. “Plurality” means that the nominees who receive the largest number of votes cast “For” such nominees are elected as directors. As a result, any shares not voted “For” a particular nominee (whether as a result of a vote to “Withhold” or a broker non-vote (i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter)) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “For” or “Withhold” on each of the nominees for election as a director. Proposal Two. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024 requires the affirmative vote of a majority of the votes properly cast for and against the proposal to be approved. If you abstain from voting on this proposal, your shares will not be counted as “votes cast” with respect to this proposal, and the abstention will have no effect on the proposal. We do not expect any broker non-votes on this proposal. Proposal Three. The approval of the compensation of our named executive officers on a non-binding, advisory basis requires the affirmative vote of a majority of the votes properly cast for and against the proposal. Since this proposal is an advisory vote, the result will not be binding on our board, our compensation committee, or us. Our board and our compensation committee will consider the outcome of the vote when determining the compensation of our named executive officers. If you abstain from voting on this proposal, your shares will not be counted as “votes cast” with respect to this proposal, and the abstention will have no effect on the proposal. Broker non-votes will have no effect on the outcome of this proposal.

What is the quorum requirement?						A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our amended and restated bylaws (as amended from time to time, our bylaws) and Delaware law. The presence, in person or by proxy, of a majority of the outstanding shares of our common stock entitled to vote on the Record Date will constitute a quorum at the Annual Meeting. Abstentions, withhold votes, and broker non-votes are counted as shares present and entitled to vote for the purposes of determining a quorum.

How do I vote?						If you are a stockholder of record, there are four ways to vote: 1.by Internet at www.proxyvote.com 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 12, 2024 (have your Notice or proxy card in hand when you visit the website); 2.by toll-free telephone at 1-800-690-6903, until 11:59 p.m. Eastern Time on June 12, 2024 (have your Notice or proxy card in hand when you call); 3.by completing and mailing your proxy card (if you received printed proxy materials); or 4.by Internet during the Annual Meeting. Instructions on how to attend and vote at the Annual Meeting are described at www.virtualshareholdermeeting.com/HCAT2024. In order to be counted, proxies submitted by telephone or Internet must be received by 11:59 p.m. Eastern Time on June 12, 2024. Proxies submitted by U.S. mail must be received before the start of the Annual Meeting. If you are a street name stockholder, please follow the instructions from your broker, bank, or other nominee to vote by Internet, telephone, or mail. Street name stockholders may not vote via the Internet at the Annual Meeting unless they receive a legal proxy from their respective brokers, banks, or other nominees.


What matters are being voted on at the Annual Meeting?						You will be voting on: •The election of three Class II directors, Daniel Burton, John A. Kane, and Julie Larson-Green, to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified; •A proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; •A proposal to conduct a vote, on an advisory, non-binding basis, to approve the compensation of our named executive officers; and •Any other business as may properly come before the Annual Meeting.



How does the board of directors recommend that I vote on these proposals?						Our board recommends a vote: •“FOR” the election of Daniel Burton, John A. Kane, and Julie Larson-Green as Class II directors; •“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and • “FOR” the approval, on an advisory, non-binding basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement.


Can I change my vote?						Yes. If you are a stockholder of record, you can change your vote or revoke your proxy by: •notifying our Corporate Secretary, in writing, at Health Catalyst, Inc., 10897 South River Front Parkway #300, South Jordan, UT 84095 before the vote is counted; •voting again using the telephone or Internet before 11:59 p.m. Eastern Time on June 12, 2024 (your latest telephone or Internet proxy is the one that will be counted); or •attending and voting during the Annual Meeting. Simply logging into the Annual Meeting will not, by itself, revoke a previously submitted proxy unless you specifically request it. If you are a street name stockholder, you may revoke any prior voting instructions by contacting your broker, bank, or other nominee.

What is the effect of giving a proxy?						Proxies are solicited by and on behalf of our board. Daniel Burton, Jason Alger, and Benjamin Landry have been designated as proxy holders by our board. When proxies are properly granted, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board as described above. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, continued, or postponed, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

What is the effect of votes withheld from any nominee, abstentions, and broker non-votes?						Votes withheld from any nominee, abstentions and “broker non-votes” are counted as present for purposes of determining the presence of a quorum. Shares voting “Withhold” have no effect on the election of directors. Abstentions will not be counted as “votes cast” and will have no effect on the vote for the following proposals: (i) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 and (ii) the advisory, non-binding approval of the compensation of our named executive officers. Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter, the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. Absent direction from you, your broker will not have discretion to vote on any other proposals, which are “non-routine” matters.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?						In accordance with the rules of the U.S. Securities and Exchange Commission (the SEC), we have elected to furnish our proxy materials, including this Proxy Statement and our 2023 Annual Report, primarily via the Internet. On or about April 29, 2024, we mailed to our stockholders a Notice that contains instructions on how to access our proxy materials on the Internet, how to vote at the meeting, and how to request printed copies of the proxy materials and 2023 Annual Report. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings of stockholders.

Where can I find the voting results of the Annual Meeting?						We will announce preliminary results at the Annual Meeting. We will also disclose final results by filing a Current Report on Form 8-K within four business days after the Annual Meeting. If final results are not available at that time, we will provide preliminary voting results in the Current Report on Form 8-K and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.


How are proxies solicited for the Annual Meeting?						Our board is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank, or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?						We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address, unless we have received contrary instructions from one or more of such stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. If you would like to change your householding election, request that a single copy of the proxy materials be sent to your address, or request a separate copy of the proxy materials, please contact Broadridge Financial Solutions, Inc., by calling (866) 540-7095 or by writing to Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you hold your shares in street name please contact you broker, bank or other nominee to request information about householding.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?						Stockholder Proposals Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for the 2025 Annual Meeting of Stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than December 30, 2024. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the Exchange Act) regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to: Health Catalyst, Inc. Attention: Corporate Secretary 10897 South River Front Parkway #300 South Jordan, UT 84095 Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an Annual Meeting of Stockholders but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy materials with respect to meeting Annual Meeting of Stockholders, (ii) otherwise properly brought before such Annual Meeting of Stockholders by or at the direction of our board or (iii) properly brought before such meeting by a stockholder of record entitled to vote at such annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our bylaws. To be timely for the 2025 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices: • not earlier than February 13, 2025; and • not later than the close of business on March 15, 2025.


						In the event we hold the 2025 Annual Meeting of Stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, then, for notice by the stockholder to be timely, it must be received by the Corporate Secretary not later than the close of business on the later of (i) the 90th day prior to the scheduled date of such Annual Meeting of Stockholders, or (ii) the 10th day following the day on which public announcement of the date of such Annual Meeting of Stockholders is first made. If a stockholder who has notified us of his, her, or its intention to present a proposal at an Annual Meeting of Stockholders does not appear to present his, her or its proposal at such Annual Meeting of Stockholders, we are not required to present the proposal for a vote at such Annual Meeting of Stockholders. In connection with the 2024 Annual Meeting, we intend to file a proxy statement and a WHITE proxy card with the SEC in connection with our solicitation of proxies for that meeting. Nomination of Director Candidates Holders of our common stock may propose director candidates for consideration by our nominating and corporate governance committee (the nominating committee). Any such recommendations must include the nominee’s name and qualifications for membership on our board and be directed to our Corporate Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see the section titled “Corporate Governance—Stockholder Recommendations.” In addition, our bylaws permit stockholders to nominate directors for election at an Annual Meeting of Stockholders. To nominate a director, a stockholder must provide the information required by our bylaws. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time periods described above under the section titled “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement. In addition to satisfying the foregoing requirements under our bylaws, to comply with the SEC’s universal proxy rules, stockholders who wish to solicit proxies in support of director nominees other than our proposed nominees must provide a notice that sets forth the information required by Rule 14a-19 under the Exchange Act. Availability of Bylaws A copy of our bylaws is available via the SEC’s website at www.sec.gov. You may also contact our Corporate Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.



Name	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term for Which Nominated
Employee Directors:
Daniel Burton	II	49	Chief Executive Officer and Director	2011	2024	2027

Independent Directors:
John A. Kane(1)	II	71	Chair and Director	2016	2024	2027
Julie Larson-Green(2)(4)	II	62	Director	2020	2024	2027
Duncan Gallagher(1)(3)	III	64	Director	2017	2025	—

Matthew Kolb	I	42	Director	2023	2026	—
Anita V. Pramoda(2)(4)	I	49	Director	2016	2026	—
S. Dawn Smith(1)(4)	I	60	Director	2020	2026	—


(1)						Member of our audit committee.
(2)						Member of our compensation committee.
(3)						Member of our nominating and corporate governance committee.
(4)						Member of our transactions committee.


			•						Periodically review and make necessary changes to the charters for our audit, compensation, nominating and corporate governance, and transactions committees;


			•						Have established disclosures control policies and procedures in accordance with the requirements of the Sarbanes-Oxley Act and the rules and regulations of the SEC;


			•						Have a procedure for receipt and treatment of anonymous and confidential complaints or concerns regarding audit or accounting matters in place; and


Sincerely,


			•						Board Access to Independent Advisors - Our board as a whole, and each of its committees separately, have authority to retain independent experts, advisors, or professionals as each deems necessary or appropriate; and


Board Size:
Total number of directors:	7
Gender:	Female	Male	Non-binary	Prefer to not disclose
Number of directors who identify based upon gender identity:	3	4	—	—
Number of Directors Who Identify in any of the Categories Below:
African American or Black (not of Hispanic or Latinx origin)	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	1	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White (not of Hispanic or Latinx origin)	1	4	—	—
Two or more races or ethnicities	1	—	—	—
Prefer not to disclose	—	—	—	—
LGBTQ+	1	—	—	—



			•						establishes and reviews general policies relating to the compensation and benefits offered to our employees.


			•						Have a code of conduct that applies to our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers.


			•						Director Independence - Independent directors must constitute at least a majority of our board;


			•						Monitoring Board Effectiveness - Our board must conduct an annual self-evaluation of our board and its committees;


			•						Board Committees - All members of the audit, compensation, and nominating and corporate governance committees are independent in accordance with applicable Nasdaq criteria.


			•						selects a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

			•						discusses the scope and results of the audit with the independent registered public accounting firm, and reviews, with our management team and the independent registered public accounting firm, our interim and year-end results of operations;

			•						develops procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

			•						reviews our policies on risk assessment and risk management;

			•						reviews proposed related party transactions;

			•						obtains and reviews a report by the independent registered public accounting firm, at least annually, that describes its internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law;

			•						approves (or, as permitted, pre-approves) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm; and

			•						reviews cybersecurity risk.


			•						reviews, approves, and determines, or makes recommendations to our board regarding, the compensation of our executive officers;

			•						administers our equity incentive plans;

			•						reviews and approves, or make recommendations to our board regarding, incentive compensation and equity plans; and


			•						identifies, evaluates, and selects, or makes recommendations to our board regarding, nominees for election to our board and its committees;

			•						evaluates the performance of our board and of its committees;

			•						oversees director education and training;

			•						considers and makes recommendations to our board regarding the composition of our board and its committees;

			•						reviews developments in corporate governance practices;

			•						evaluates the adequacy of our corporate governance practices and reporting;

									review and discuss with our Board corporate succession plans for our Chief Executive Officer and our other key officers;

			•						reviews with management the impact of our business operations and business practices with respect to issues such as environment, diversity and inclusion, corporate citizenship, and community involvement; and

			•						develops and makes recommendations to our board regarding corporate governance guidelines.


			•						reviews acquisition strategies with management and, in conjunction with management, investigates acquisition candidates, including analyses of product and service offerings, and how acquisitions may enhance or complement existing offerings;

			•						reviews capital raise strategies with management and, in conjunction with management, explores capital raises on behalf of the company;

			•						reviews the market landscape, including companies of interest in adjacent and overlapping markets;

			•						accesses our corporate development, finance, growth, and other executives, as necessary, to carry out its responsibilities; and

			•						recommends acquisition and capital raise strategies and acquisition candidates to the board, as appropriate.



Annual Retainer for Board Membership
Annual service on the board of directors	$	45,000
Additional retainer for annual service as non-executive Chair of the board	45,000
Additional Annual Retainer for Committee Membership
Annual service as chair of the audit committee	22,500
Annual service as member of the audit committee (other than chair)	10,000
Annual service as chair of the compensation committee	15,000
Annual service as member of the compensation committee (other than chair)	7,500
Annual service as chair of the nominating and corporate governance committee	10,000
Annual service as member of the nominating and corporate governance committee (other than chair)	5,000
Annual service as chair of the transactions committee	10,000
Annual service as member of the transactions committee (other than chair)	5,000


	Stock Awards Outstanding as of December 31, 2023		Total Director Compensation for fiscal year ended December 31, 2023
Name	Options	RSUs	Fees Earned or Paid in Cash($)		Stock Awards($)(1)		Total($)

Duncan Gallagher	62,500	15,408	$	29,431	$	215,337	$	244,768
John A. Kane	5,209	17,529	50,938		265,223		316,161
Matthew Kolb(2)	—	—	—		—		—
Julie Larson-Green	—	15,073	26,035		207,458		233,493
Anita V. Pramoda	—	15,408	29,431		215,337		244,768
S. Dawn Smith	—	15,184	27,167		210,081		237,248
Mark B. Templeton(3)	—	15,184	27,167		210,081		237,248


(1)			The amounts reported represent the aggregate grant date fair value of the restricted stock units awarded to the non-employee directors in the fiscal year ended December 31, 2023, calculated in accordance with Financial Accounting Standards Board (FASB), Accounting Standards Codification (ASC), Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by the non-employee directors upon any settlement of RSUs or any sale of the underlying shares of common stock.
(2)			Mr. Kolb waived his rights to compensation and therefore will not receive any compensation in connection with serving on the Board except for reimbursement of out-of-pocket expenses related to such service, pursuant to the Company's non-employee director compensation policy.
(3)			Mr. Templeton voluntarily resigned, effective March 1, 2024. Mr. Templeton's resignation is not the result of any disagreement or conflict with the Company.


Fee Category	2023		2022
Audit Fees(1)	$	1,610,827	$	1,559,677
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees(2)	—		932
Total Fees	$	1,610,827	$	1,560,609


(1)			Audit Fees consist of fees for professional services provided in connection with the audit of our consolidated financial statements, reviews of our quarterly condensed consolidated financial statements, and accounting consultations billed as audit services.

(2)			All Other Fees consist of aggregate fees billed for products and services provided by the independent registered public accounting firm other than those disclosed above, which include subscription fees paid for access to online accounting research software applications.



The Audit Committee

John A. Kane (Chair)
Duncan Gallagher
S. Dawn Smith



•			Daniel Burton, our Chief Executive Officer;

•			Bryan Hunt, our former Chief Financial Officer(1);

•			Jason Alger, our Chief Financial Officer and former Chief Accounting Officer(2);

•			Benjamin Landry, our General Counsel(3);

•			Linda Llewelyn, our Chief People Officer; and

•			Daniel Orenstein, our former General Counsel(4).


(1)			Mr. Hunt and the company mutually agreed that he would step down as Chief Financial Officer effective March 1, 2024. After stepping down, Mr. Hunt continued to be employed by the company as a Senior Advisor until April 1, 2024 at which point he and the company finalized his separation agreement.
(2)			Mr. Alger was appointed as our Chief Financial Officer on March 1, 2024. Prior to being appointed as Chief Financial Officer, he served as our Chief Accounting Officer.
(3)			Mr. Landry was appointed as our General Counsel on May 1, 2023. Prior to being appointed as General Counsel, he served as our Assistant General Counsel.
(4)			Mr. Orenstein stepped down as General Counsel effective April 30, 2023. After stepping down, Mr. Orenstein continued to serve the company as a Senior Advisor until December 31, 2023.



•			Bookings: Net new DOS Subscription Client additions of 11, an increase as compared to fiscal 2022 performance, and dollar-based retention rate of 100%, in line with fiscal 2022 performance.

•			Revenue: Total revenue was $295.9 million, an increase of 7% year-over-year. Technology revenue was $187.6 million, an increase of 6% year-over-year, and professional services revenue was $108.4 million, an increase of 8% year-over-year.

•			Net Loss: GAAP net loss was $118.1 million, compared to $137.4 million for fiscal 2022. GAAP net loss per share, basic, was $2.09, compared to $2.56 for fiscal 2022. Adjusted Net Income (Loss) was $8.7 million, compared to $(14.0) million for fiscal 2022. Adjusted Net Income (Loss) per share, basic, was $0.15, compared to $(0.26) in fiscal 2022.

•			Adjusted EBITDA: Adjusted EBITDA was $11.0 million, compared to $(2.5) million for fiscal 2022.



•			meaningful investment and early rollout of the next-generation of our data platform software, enabling significant increases in scalability and modularity;

•			developing and maturing a number of technology and services solutions focused on near-term return on investment designed specifically to support our healthcare clients facing significant margin pressure, including Tech-enabled Managed Services, our Financial Empowerment technology suite, and components of our Population Health technology suite;

•			maintaining strong team member engagement scores, as measured by Gallup, ranked in the 94th percentile;

•			being recognized by Fortune Magazine as one of Fortune’s Best Places to Work in Healthcare, by Modern Healthcare as one of the Best Places to Work in Healthcare, by Newsweek Magazine as one of America’s Greatest Workplaces for Women and Diversity, and by the Salt Lake Tribune as a Top Workplace in Utah;

•			being recognized for client satisfaction and excellence, including our Chargemaster Management product, a revenue analytics product addition through the Vitalware acquisition, being ranked Best in KLAS for the fifth time;

•			successfully acquiring and beginning the integration process for Electronic Registry System, Inc. (ERS);

•			achieving a Dollar-based Retention Rate of 100% for fiscal 2023 consistent with 100% for fiscal 2022;

•			increasing our DOS subscription clients to 109 as of December 31, 2023, compared to 98 as of December 31, 2022;

•			achieving positive full-year Adjusted EBITDA in fiscal 2023 for the first time; and


•			removing material annual run rate costs from operating expenses as part of our restructuring activities such that we outperformed the high-point of the original Adjusted EBITDA full year guidance provided at the beginning of 2023. This demonstrated continued operating leverage in our business despite lower annual revenue growth compared to prior years.



•			100% of the 2023 Bonus Plan target for all team members was payable through cash, based on selected company performance objectives, including (among other factors discussed in more detail) an improvement category that includes, among other factors, client satisfaction and team member satisfaction scores, measurable improvements for clients, and the percentage of projects delivered on time; and a growth category that includes, among other factors, new DOS Subscription Client growth, Dollar-based Retention Rate, and annual recurring revenue (ARR) + non-recurring revenue (NRR) gross bookings. The bonus pool is funded based on Adjusted EBITDA achievement thresholds, and the achievement and payout is capped.

•			Mr. Burton volunteered to reduce his salary to $0 from July 2022 through December 2023, and forego any cash bonus in fiscal 2022 and fiscal 2023 to lead by example as part of our cost reduction initiatives, and our compensation committee approved. Mr. Burton also elected to not receive any additional equity grants during this period. Our compensation committee believes that Mr. Burton’s existing equity ownership position, including his purchase of Health Catalyst shares on the open market in fiscal 2022, 2023, and 2024, sufficiently aligns his interests with those of our stockholders, and incentivizes performance and engagement in his role.