Health Catalyst, Inc.
For the period ended Dec 31, 2024. Filed May 19, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed May 19, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | 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 |
HEALTH CATALYST, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Health Catalyst - 1
May 19, 2025
Dear Health Catalyst Stockholder:
I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the Annual Meeting) of Health Catalyst, Inc. (Health Catalyst) to be held on July 9, 2025 at 3:00 p.m. Eastern Time (1:00 p.m. Mountain Time). The Annual Meeting will be held virtually via a live interactive audio webcast on the Internet. You will be able to vote and submit your questions at www.virtualshareholdermeeting.com/HCAT2025.
Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of 2025 Annual Meeting of Stockholders and Proxy Statement. You are entitled to vote at our Annual Meeting and any adjournments, continuations or postponements of our Annual Meeting only if you were a stockholder as of the close of business on May 15, 2025.
Thank you for your ongoing support of and continued interest in Health Catalyst.
Sincerely,
Daniel Burton
Chief Executive Officer and Director
YOUR VOTE IS IMPORTANT
Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders in this manner. We believe this process will facilitate the accelerated delivery of proxy materials, save costs, and reduce the environmental impact of our Annual Meeting. On or about May 19, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the Notice) containing instructions on how to access our proxy statement for our 2025 Annual Meeting of Stockholders (the Proxy Statement) and our 2024 Annual Report on Form 10-K, filed with the SEC on February 26, 2025, as amended by the Form 10-K/A filed with the SEC on April 30, 2025 (2024 Annual Report). The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of proxy materials by mail. This Proxy Statement and our 2024 Annual Report can be accessed directly at the Internet address www.voteproxy.com using the control number located on the Notice, on your proxy card, or in the instructions that accompanied your proxy materials.
Whether or not you plan to attend the meeting, please ensure that your shares are voted at the Annual Meeting by signing and returning a proxy card or by using our Internet or telephonic voting system.
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NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 9, 2025
Notice is hereby given that Health Catalyst, Inc. will hold its 2025 Annual Meeting of Stockholders (the Annual Meeting) on July 9, 2025 at 3:00 p.m. Eastern Time (1:00 p.m. Mountain Time) via a live interactive audio webcast on the Internet. You will be able to vote and submit your questions during the meeting at www.virtualshareholdermeeting.com/HCAT2025. We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:
| • | To elect two Class III directors, Duncan Gallagher and Dr. Jill Hoggard Green, to hold office until the 2028 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, 2025; |
| • | To vote, on an advisory, non-binding basis, to approve the compensation of our named executive officers; |
| • | To vote, on an advisory, non-binding basis, to approve the board of directors initiating action to declassify the board of directors of the Company; and |
| • | To transact any other business that properly comes before the Annual Meeting (including adjournments, continuations and postponements thereof). |
Our board of directors recommends that you vote: (i) “FOR” the director nominees named in Proposal One; (ii) “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm as described in Proposal Two; (iii)“FOR” the approval, on an advisory, non-binding basis, of the compensation of our named executive officers as described in Proposal Three; and (iv)“FOR” the approval, on an advisory, non-binding basis, of the board initiating action to declassify the board as described in Proposal Four.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
We have elected to provide access to our Annual Meeting materials, which include the proxy statement for our 2025 Annual Meeting of Stockholders (the Proxy Statement) accompanying this notice, in lieu of mailing printed copies. On or about May 19, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the Notice) containing instructions on how to access our Proxy Statement and our 2024 Annual Report on Form 10-K filed with the SEC on February 26, 2025, as amended by the Form 10-K/A filed with the SEC on April 30, 2025 (2024 Annual Report). The Notice provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail. Our Proxy Statement and our 2024 Annual Report can be accessed directly at the Internet address www.proxyvote.com using the control number located on your Notice, on your proxy card, or in the instructions that accompanied your proxy materials.
Only stockholders of record at the close of business on May 15, 2025 (the Record Date) are entitled to notice of and to vote at the Annual Meeting as set forth in the Proxy Statement.
Daniel Burton
Chief Executive Officer and Director
South Jordan, Utah
May 19, 2025
Health Catalyst - 3
HEALTH CATALYST, INC.
2025 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
TABLE OF CONTENTS
| GENERAL INFORMATION | 5 |
|---|---|
| PROPOSAL ONE: ELECTION OF DIRECTORS | 12 |
| CORPORATE GOVERNANCE | 16 |
| PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 25 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 27 |
| PROPOSAL THREE: ADVISORY, NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 28 |
| PROPOSAL FOUR: ADVISORY, NON-BINDING VOTE ON WHETHER TO INITIATE ACTION TO DECLASSIFY THE BOARD OF DIRECTORS OF THE COMPANY | 26 |
| EXECUTIVE OFFICERS | 31 |
| REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS | 29 |
| EXECUTIVE COMPENSATION | 33 |
| EQUITY COMPENSATION PLAN INFORMATION | 69 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 70 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 72 |
| ADDITIONAL INFORMATION | 75 |
| APPENDIX A - NON-GAAP FINANCIAL MEASURE INFORMATION | 76 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.