Health Catalyst, Inc PRE 14A, filed May 19, 2026

Health Catalyst, Inc. (HCAT)

PRE 14A 2026-05-19 For: 2025-12-31

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Added on October 18, 2026

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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 two Class I directors, Justin Spencer and Mathew Arens, to hold office until the 2029 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, 2026;

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

			•						To approve the restatement of our Amended and Restated Certificate of Incorporation to phase out the classified board structure and provide that all directors elected at or after the 2029 Annual Meeting of Stockholders be elected on an annual basis; 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			8

CORPORATE GOVERNANCE			12

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

PROPOSAL FOUR: TO RESTATE OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PHASE OUT THE CLASSIFIED BOARD STRUCTURE			25

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS			27

EXECUTIVE OFFICERS			28

EXECUTIVE COMPENSATION			29

EQUITY COMPENSATION PLAN INFORMATION			66

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			67

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			69

ADDITIONAL INFORMATION			72

APPENDIX A - NON-GAAP FINANCIAL MEASURE INFORMATION			73

A PPENDI X B - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HEALTH CATALYST, INC.			76


Who is entitled to vote?						Holders of our common stock as of May 22, 2026, the record date for our Annual Meeting (the Record Date), may vote at the Annual Meeting. As of the Record Date, there were [__] 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/HCAT2026. The webcast will start at 3:00 p.m. Eastern Time (1:00 p.m. Mountain Time) on July 16, 2026. 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, 2026 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. Proposal Four. The approval of the approval of the restatement of our Amended and Restated Certificate of Incorporation to phase out the classified board structure and provide that all directors elected at or after the 2029 Annual Meeting of Stockholders be elected on an annual basis requires the affirmative vote of (i) not less than sixty-six and two-thirds percent (66 2⁄3%) of the outstanding shares of capital stock entitled to vote at the Annual Meeting and (ii) not less than sixty-six and two-thirds percent (66 2⁄3%) of the outstanding shares of each class entitled to vote at the Annual Meeting as a class, which is only one class of capital stock. Abstentions and broker non-votes will have the same effect as votes against 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.


What matters are being voted on at the Annual Meeting?						You will be voting on: •The election of two Class I directors, Justin Spencer and Mathew Arens, to serve until the 2029 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, 2026; •A proposal to conduct a vote, on an advisory, non-binding basis, to approve the compensation of our named executive officers; •A proposal to restate our Amended and Restated Certificate of Incorporation to phase out the classified board structure and provide that all directors elected at or after the 2029 Annual Meeting of Stockholders be elected on an annual basis; 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 Justin Spencer and Mathew Arens as Class I 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, 2026; • “FOR” the approval, on an advisory, non-binding basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement; •“FOR” the approval of the restatement of our Amended and Restated Certificate of Incorporation to phase out the classified board structure and provide that all directors elected at or after the 2029 Annual Meeting of Stockholders be elected on an annual basis.


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 July 15, 2026 (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 July 15, 2026 (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/HCAT2026. In order to be counted, proxies submitted by telephone or Internet must be received by 11:59 p.m. Eastern Time on July 15, 2026. 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.

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 July 15, 2026 (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. Benjamin Albert, 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, 2026 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, 2026. 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 2025 Annual Report, primarily via the Internet. On or about June , 2026, 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 2025 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 2027 Annual Meeting of Stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than December 30, 2026. 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 2027 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices: • not earlier than March 18, 2027; and • not later than the close of business on April 17, 2027.
						In the event we hold the 2027 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 2026 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.
Are any stockholder proposals included in this Proxy Statement?						Rule 14a-8 of the Exchange Act provides a framework for the inclusion of stockholder proposals in the proxy statement, and proposals that do not satisfy the prescribed procedural and substantive requirements are not eligible for inclusion. Following the SEC’s announcement in November 2025 that it will no longer substantively respond to most requests for the exclusion of proposals under Rule 14a-8, our approach for excluding stockholder proposals has remained the same. Based on a careful review of well-established SEC rules, prior SEC guidance and interpretations, and/or judicial decisions, we determined that it was appropriate to exclude one stockholder proposal that failed to meet the procedural requirements of Rule 14a-8. The excluded proposal failed to provide adequate proof of continuous ownership of shares of our common stock in response to our proper request for such information, among other deficiencies. Our notice to the SEC explaining in greater detail the basis for our exclusion of this proposal is available on the SEC’s website. Prior to submitting our notice to the SEC, we reached out to the stockholder to explain our reasons for exclusion.



Name	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term for Which Nominated
Employee Directors:
Benjamin Albert	III	53	Chief Executive Officer and Director	2026	2028	—

Non-Employee Directors:
Mathew Arens(3)	I	51	Director	2025	2026	2029
Jill Hoggard Green(1)(2)(3)	III	67	Director	2024	2028	—

Matthew Kolb(4)	I	44	Director	2023	2026	—
Julie Larson-Green(1)(2)	II	64	Director	2020	2027	—
Steven Nelson	II	67	Director	2026	2027	—
Justin Spencer(1)	I	54	Chair and Director	2025	2026	2029


(1)						Member of our audit committee.
(2)						Member of our compensation committee.
(3)						Member of our nominating and corporate governance committee.
(4)						On December 1, 2025, the Board determined that it would not renominate Matthew Kolb for election at the Company’s 2026 annual meeting of stockholders and Mr. Kolb then notified the Board that he agreed he would not stand for re-election at the Company’s 2026 annual meeting of stockholders. Mr. Kolb’s term will end immediately prior to the commencement of the 2026 annual meeting of stockholders.


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


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


	Stock Awards Outstanding as of December 31, 2025		Total Director Compensation for fiscal year ended December 31, 2025
Name	Options	RSUs	Fees Earned or Paid in Cash($)		Stock Awards($)(1)		Total($)
Mathew Arens(2)	—	—	$	—	$	—	$	—
Duncan Gallagher(3)	62,500	36,231	—		210,392		210,392
Jill Hoggard Green	—	54,702	56,875		146,011		202,886
Julie Larson-Green	—	36,231	—		203,830		203,830
John A. Kane(5)	—	36,231	147,500		146,011		293,511
Matthew Kolb(2)(6)	—	—	—		—		—
S. Dawn Smith(4)	—	36,231	55,000		146,011		201,011
Justin Spencer	—	68,572	13,750		233,145		246,895


Fee Category	2025		2024
Audit Fees(1)	$	2,235,000	$	2,012,338
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees	—		—
Total Fees	$	2,235,000	$	2,012,338


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


			•						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

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


			•						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.



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	75,000
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


(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, 2025, 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 and Mr. Arens waived their rights to compensation and therefore have not and 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. Gallagher voluntarily resigned, effective February 17, 2026. Mr. Gallagher's resignation is not the result of any disagreement or conflict with the Company.
(4)			Ms. Smith voluntarily resigned, effective February 17, 2026. Ms. Smith’s resignation is not the result of any disagreement or conflict with the Company.
(5)			Mr. Kane voluntarily resigned, effective April 1, 2026. Mr. Kane’s resignation is not the result of any disagreement or conflict with the Company.
(6)			Mr. Kolb will not stand for re-election at the Company’s 2026 annual meeting of stockholders and Mr. Kolb’s term will end immediately prior to the commencement of the 2026 annual meeting of stockholders.


(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.



The Audit Committee

Justin Spencer (Chair)
Jill Hoggard Green
Julie Larson-Green



•			Daniel Burton, our former Chief Executive Officer(1);

•			Jason Alger, our Chief Financial Officer;

•			Benjamin Albert, our Chief Executive Officer and President, and former Chief Operating Officer(2);

•			Kevin Freeman, our former Chief Commercial Officer(3);

•			Benjamin Landry, our General Counsel;

•			Dan LeSueur, our former Chief Operating Officer(4);


(1)			Effective February 12, 2026, Mr. Burton retired as Chief Executive Officer and principal executive officer.
(2)			Mr. Albert was appointed as our President, Chief Operating Officer and principal operating officer on September 16, 2025. On February 12, 2026, our Board appointed Mr. Albert to succeed Mr. Burton as the Company’s Chief Executive Officer and principal executive officer, effective February 12, 2026. Mr. Albert stepped down as the Company’s Chief Operating Officer effective February 12, 2026. Mr. Albert joined the company in January 2025 as part of the Upfront Healthcare Services acquisition.
(2)			On January 20, 2026, our Board determined that Mr. Freeman would cease to serve as the Chief Commercial Officer of the Company on February 1, 2026. The Company and Mr. Freeman entered into a separation agreement and an independent contractor agreement pursuant to which Mr. Freeman would serve as a senior advisor starting February 2, 2026 until December 1, 2026.
(3)			Mr. LeSueur ceased serving as Chief Operating Officer and principal operating officer of the Company, effective September 15, 2025. The Company and Mr. LeSueur entered into a separation agreement and an independent contractor agreement pursuant to which Mr. LeSueur would serve as an advisor for a brief period of time. Mr. LeSueur’s cessation of serving as Chief Operating Officer and principal operating officer of the Company is not the result of any disagreement or conflict with the Company. The Company and Mr. LeSueur entered into an independent contractor agreement pursuant to which Mr. LeSueur served as a senior advisor until March 15, 2026.



•			Bookings: Net new Platform Client additions of 32, an increase as compared to fiscal 2024 performance.

•			Revenue: Total revenue was $311.1 million, an increase of 1% year-over-year. Technology revenue was $208.3 million, an increase of 7% year-over-year, and professional services revenue was $102.9 million, a decrease of 8% year-over-year.

•			Net Loss: GAAP net loss was $178.0 million, compared to $69.5 million for fiscal 2024. GAAP net loss per share, basic, was $2.55, compared to $1.15 for fiscal 2024. The increased net loss in 2025 compared to 2024 is largely driven by $105.4 million of goodwill impairment, which is primarily due to overall declines in our stock price and market capitalization. Adjusted Net Income was 13.0 million, compared to $16.9 million for fiscal 2024. Adjusted Net Income per share, basic, was $0.19, compared to $0.28, in fiscal 2024.

•			Adjusted EBITDA: Adjusted EBITDA was $41.4 million, compared to $26.1 million for fiscal 2024.



•			meaningful investment and increased adoption of Ignite, our next-generation data platform software, enabling significant increases in scalability and modularity;





•			being recognized by Modern Healthcare’s Best Places to Work in Healthcare, Fortune 2025 Best Workplaces in Health Care, USA Today Top Workplace 2025, and earned recognition as one of India’s Best Workplaces;

•			being recognized for the 2025 MedTech Breakthrough Awards with top honors in patient experience and cybersecurity and honored on TIME’s inaugural list of the World’s Top HealthTech Companies of 2025, a curated ranking of 400 innovators reshaping healthcare technology;

•			successfully acquiring and beginning the integration process for Upfront Healthcare Services, Inc.;

•			increasing our Platform Clients to 162 as of December 31, 2025, compared to 130 as of December 31, 2024;

•			while our net loss increased primarily due to goodwill impairment, we achieved continued growth in positive Adjusted EBITDA in fiscal 2025 that was up more than 59% year over year; and

•			removing material annual run rate costs from operating expenses as part of our restructuring activities, and outperforming the original Adjusted EBITDA full year guidance provided at the beginning of 2025, demonstrating continued operating leverage in our business.



•			In order to maintain the alignment of the interests of our named executive officers with our long-term growth and interests of our stockholders as well as provide competitive compensation to our executives, each named executive officer who was still providing services as of February 25, 2026 was granted RSUs that vest quarterly over a three year vesting period.

•			100% of the 2026 Bonus Plan target for all eligible team members will be paid through cash, based on selected Company performance objectives similar to those in place for fiscal 2025. The bonus pool is funded based on Adjusted EBITDA achievement thresholds, and the achievement and payout is capped.



•			attract, motivate, incentivize, and retain employees at the executive level who contribute to our long-term success;

•			provide compensation packages to our executives that are competitive and reward the achievement of our business objectives and effectively align their interests with those of our stockholders; and

•			effectively align our executives’ interests with those of our stockholders by focusing on long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders.



•			Our performance against the corporate performance objectives established by our compensation committee and our board;

•			our financial performance relative to our compensation peer group;

•			the compensation levels and practices of our compensation peer group;

•			each individual executive officer’s skills, experience, and qualifications relative to other similarly-situated executives at the companies in our compensation peer group;

•			the scope of each individual executive officer’s role compared to other similarly-situated executives at the companies in our compensation peer group; and

•			the performance of each individual executive officer, based on a subjective assessment of their contributions to our overall performance, ability to lead his or her function, and ability to work as part of a team.



•			assist in developing a relevant group of peer companies to help our compensation committee determine the appropriate level of overall compensation for our executive officers;

•			assess each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers, individually as well as in the aggregate, is competitive and fair;

•			provide market practices for equity compensation design;

•			develop a compensation risk assessment;

•			coordinate with our management for data collection and job matching for our executive officers; and

•			support other ad hoc matters throughout the year.