Document

DEF 14A 1 a2022proxystatement.htm DEF 14A Document

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 the appropriate box):

☒

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.

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Health Catalyst, Inc.

10897 South River Front Parkway #300

South Jordan, Utah 84095

April 27, 2022

Dear Health Catalyst Stockholder:

I am pleased to invite you to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Health Catalyst, Inc. (“Health Catalyst”) to be held on June 14, 2022 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/HCAT2022.

Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of 2022 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 April 18, 2022.

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 April 27, 2022, 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 2022 Annual Meeting of Stockholders (the “Proxy Statement”) and our 2021 Annual Report on Form 10-K (“2021 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 2021 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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Health Catalyst, Inc.

10897 South River Front Parkway #300

South Jordan, Utah 84095

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 14, 2022

Notice is hereby given that Health Catalyst, Inc. will hold its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on June 14, 2022 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/HCAT2022. 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 Mark B. Templeton, to hold office until the 2025 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, 2022;

			•						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).

Our board of directors recommends that you vote “FOR” the director nominees named in Proposal One and “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm as described in Proposal Two, and “FOR” the approval, on an advisory, non-binding basis, of the compensation of our named executive officers as described in Proposal Three.

We have elected to provide access to our Annual Meeting materials, which include the proxy statement for our 2022 Annual Meeting of Stockholders (the “Proxy Statement”) accompanying this notice, in lieu of mailing printed copies. On or about April 27, 2022, 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 2021 Annual Report on Form 10-K (“2021 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 2021 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 April 18, 2022 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting as set forth in the Proxy Statement.


Daniel Orenstein
General Counsel and Corporate Secretary

South Jordan, Utah

April 27, 2022

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HEALTH CATALYST, INC.

2022 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

TABLE OF CONTENTS



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			20

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			21

PROPOSAL THREE: ADVISORY, NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			22



EXECUTIVE OFFICERS			23

EXECUTIVE COMPENSATION			24

REPORT OF COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS			54

EQUITY COMPENSATION PLAN INFORMATION			55

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			56

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			58

ADDITIONAL INFORMATION			62

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Health Catalyst, Inc.

10897 South River Front Parkway #300

South Jordan, Utah 84095

PROXY STATEMENT

FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 14, 2022

GENERAL INFORMATION

Our board of directors (“board”) solicits your proxy on our behalf for the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournment, continuation or postponement of the Annual Meeting for the purposes set forth in this proxy statement for our 2022 Annual Meeting of Stockholders (this “Proxy Statement”) and the accompanying Notice of 2022 Annual Meeting of Stockholders. The Annual Meeting will be held virtually via a live interactive audio webcast on the Internet on June 14, 2022 at 3:00 p.m. Eastern Time (1:00 p.m. Mountain Time). On or about April 27, 2022, we expect to mail our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our 2021 Annual Report on Form 10-K (“2021 Annual Report”), and how to vote. If you held shares of our common stock on April 18, 2022 you are invited to attend the meeting at www.virtualshareholdermeeting.com/HCAT2022 and vote on the proposals described in this Proxy Statement.

In this Proxy Statement the terms “Health Catalyst,” “the company,” “we,” “us,” and “our” refer to Health Catalyst, Inc. and its subsidiaries. The mailing address of our principal executive offices is Health Catalyst, Inc., 10897 South River Front Parkway #300, South Jordan, Utah 84095.


What matters are being voted on at the Annual Meeting?						You will be voting on: •The election of two Class III directors, Duncan Gallagher and Mark B. Templeton, to serve until the 2025 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, 2022; •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.

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How does the board of directors recommend that I vote on these proposals?						Our board recommends a vote: •“FOR” the election of Duncan Gallagher and Mark B. Templeton as Class III 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, 2022; and • “FOR” the approval, on an advisory, non-binding basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement.


Who is entitled to vote?						Holders of our common stock as of April 18, 2022, the record date for our Annual Meeting (the “Record Date”), may vote at the Annual Meeting. As of the Record Date, there were 53,937,142 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, 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/HCAT2022. The webcast will start at 3:00 p.m. Eastern Time (1:00 p.m. Mountain Time) on June 14, 2022. 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.

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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 stockholder abstention or a broker non-vote) 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, 2022 requires the affirmative vote of a majority of the votes properly cast 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. Broker non-votes will have no effect on the outcome of this proposal. Proposal Three. The approval of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. 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 (“bylaws”) and Delaware law. The presence, in person or by proxy, of a majority of the issued and 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 13, 2022 (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 13, 2022 (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/HCAT2022. In order to be counted, proxies submitted by telephone or Internet must be received by 11:59 p.m. Eastern Time on June 13, 2022. 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.

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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 13, 2022 (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, Bryan Hunt, and Daniel Orenstein 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 abstentions and broker non-votes?						Votes withheld from any nominee, abstentions and “broker non-votes” (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) are counted as present for purposes of determining the presence of a quorum. Shares voting “withheld” 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, 2022 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, 2022. 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 2021 Annual Report, primarily via the Internet. On or about April 27, 2022, 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 2021 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.

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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 set 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 2023 Annual Meeting of Stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than December 28, 2022. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 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 2023 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices: • not earlier than February 14, 2023; and • not later than the close of business on March 16, 2023.

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						In the event we hold the 2023 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 earlier than the close of business on the 120th day prior to such Annual Meeting of Stockholders and not later than the close of business on the later of the 90th day prior to such Annual Meeting of Stockholders, or the tenth 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 2023 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 (once they become effective), 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 no later than April 15, 2023. 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.

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PROPOSAL ONE:

ELECTION OF DIRECTORS

Number of Directors; Board Structure

Our board is divided into three staggered classes of directors. One class is elected each year at the annual meeting of stockholders for a term of three years. The term of the Class III directors expires at the Annual Meeting. The term of the Class I directors expires at the 2023 annual meeting and the term of the Class II directors expires at the 2024 annual meeting. After the initial terms expire, directors are expected to be elected to hold office for a three-year term or until the election and qualification of their successors in office.

Nominees

Our board has nominated Duncan Gallagher and Mark B. Templeton as Class III directors to hold office until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified, subject to their earlier resignation or removal. Each of the nominees is a current Class III director and member of our board and has consented to serve if elected. Fraser Bullock, currently a Class III member of our board of directors, is not standing for re-election as a director.

Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received “FOR” the election of each nominee. If any nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by our present board. In the alternative, the proxies may vote only for the remaining nominees, leaving a vacancy on our board. Our board may fill such vacancy at a later date or reduce the size of our board. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

Recommendation of our Board

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES.

The biographies of each of the nominees and continuing directors below contain information regarding each such person’s service as a director, business experience, director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused our board to determine that the person should serve as a director of the company. In addition to the information presented below regarding each nominee’s and continuing director’s specific experience, qualifications, attributes, and skills that led our board to the conclusion that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty, and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our board. Finally, we value our directors’ experience in relevant areas of business management and on other boards of directors and board committees.

Our corporate governance guidelines also dictate that a majority of our board be comprised of directors whom our board has determined are “independent” directors under the published listing requirements of the Nasdaq Stock Market LLC (the “Nasdaq”).

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Directors

The following table sets forth information regarding our directors as of March 31, 2022:



Name	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term for Which Nominated
Employee Directors:
Daniel Burton	II	47	Chief Executive Officer and Director	2011	2024	—

Independent Directors:
Duncan Gallagher(1)(3)	III	62	Director	2017	2022	2025
Mark B. Templeton(3)(4)	III	69	Director	2020	2022	2025
Fraser Bullock(2)(3)	III	66	Director	2014	2022	—
Anita V. Pramoda(2)(4)	I	47	Director	2016	2023	—
S. Dawn Smith(1)(4)	I	58	Director	2020	2023	—
John A. Kane(1)	II	69	Chair and Director	2016	2024	—
Julie Larson-Green(2)(4)	II	60	Director	2020	2024	—


(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.

Information Concerning Director Nominees

Duncan Gallagher. Mr. Gallagher has served as a member of our board of directors since May 2017. Since March 2017, Mr. Gallagher has served as President of Donegal Advisory Services, a healthcare consulting company. From August 2009 to January 2017, Mr. Gallagher held various positions at Allina Health, a healthcare services company, including Chief Financial Officer and Chief Administrative Officer. Mr. Gallagher holds a B.S. from the University of South Dakota and an M.B.A. from the University of Minnesota.

We believe that Mr. Gallagher is qualified to serve as a member of our board of directors and chair of the nominating and corporate governance committee based on his experience as a Chief Financial Officer and director of healthcare services companies and his knowledge of the healthcare industry.

Mark B. Templeton. Mr. Templeton has served as a member of our board of directors since June 2020. Mr. Templeton is the former president and chief executive officer of Citrix Systems where he shaped the company’s strategy, growth, and execution for over 20 years. After joining Citrix Systems in 1995 as Chief Marketing Officer, he was appointed as Citrix Systems’ president in 1998 and CEO in 2001. From June 2018 to August 2019, Mr. Templeton was Chief Executive Officer and a director of DigitalOcean, Inc., a privately-held cloud computing company. Mr. Templeton has served as a director on the boards of Equifax, Keysight Technologies, and Adaptive Insights (a Workday Company). Today he is a board member of Arista Networks where he serves on the Audit Committee and Compensation Committee. He holds a B.A. in Product Design from North Carolina State University’s College of Design, and an M.B.A. from the Darden School of Business at the University of Virginia.

We believe that Mr. Templeton is qualified to serve as a member of our board of directors and chair of the transactions committee based on his executive leadership experience, including serving as a Chief Executive Officer of a public technology company, and his extensive knowledge of the technology industry.

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Information Concerning Continuing Directors

Daniel Burton. Mr. Burton has served as our Chief Executive Officer since October 2012 and a member of our board of directors since September 2011. Mr. Burton served as our President from September 2011 to October 2012, and as an adviser from January 2011 to September 2011. Prior to that, Mr. Burton co-founded HB Ventures, LLC, a private investment firm. Prior to Health Catalyst and HB Ventures, Mr. Burton led the Corporate Strategy Group at Micron Technology. He also spent eight years with Hewlett-Packard (HPQ) in strategy and marketing management roles. Before joining HPQ he was an associate consultant with the Boston Consulting Group, where he advised healthcare systems and technology companies. Mr. Burton holds a B.S. from Brigham Young University and an M.B.A. from Harvard Business School.

We believe that Mr. Burton is qualified to serve as a member of our board of directors due to his experience as our Chief Executive Officer and his leadership experience in technology and healthcare businesses.

Anita V. Pramoda. Ms. Pramoda has served as a member of our board of directors since April 2016. Since 2014, Ms. Pramoda has served as the Chief Executive Officer of Owned Outcomes, Inc., a healthcare software company. Ms. Pramoda also has served as an Executive Advisor to Technology Crossover Ventures, a venture capital and private equity firm, since 2012. Previously, Ms. Pramoda served as the Chief Executive Officer of Ediom LLC, a healthcare analytics company, until its sale to Vizient, Inc. in 2018. She currently serves on the board of Duly Health and Care IL, Healthcare Assurance Acquisition Corporation and GoHealth (including serving as audit committee chair of GoHealth). Previously, Ms. Pramoda served on the board of directors and audit committee of Allscripts, Inc., a public healthcare software company, from 2013 to 2016 and the board of the Federal Reserve Bank of San Francisco (Los Angeles Branch) from 2016 to 2021. Ms. Pramoda holds a B.E. from the University of Madras and an M.B.A. from The Wharton School of the University of Pennsylvania.

We believe that Ms. Pramoda is qualified to serve as a member of our board of directors and chair of the compensation committee based on her experience as a Chief Executive Officer of a healthcare software company, experience serving on public company boards (including audit committees), and her knowledge of the healthcare industry.

S. Dawn Smith. Ms. Smith has served as a member of our board of directors since January 2020. Ms. Smith serves as Cologix’s president and Chief Operating Officer, where she helps drive strategy and execution for the firm’s extensive infrastructure of secure, hyperscale edge data center sites and solutions. Her experience with the management and shepherding of data across multiple industries gives her unique perspective. She previously served in legal advisory roles at Wilson Sonsini Goodrich & Rosati and as a partner at Morrison & Foerster LLP, where she practiced for nearly a decade in corporate and securities, including mergers and acquisitions, public company corporate governance, compliance, and venture capital transactions. She also served as senior vice president, Chief Legal Officer, and Chief Compliance Officer at VMware, where she led a team of more than 150 team members and was responsible for global legal, compliance, and government relations. She also previously served as executive vice president and Chief Legal Officer at McAfee. Ms. Smith currently serves on the board of directors of the Minority Corporate Counsel Association. Ms. Smith holds a B.S. from the U.S. Naval Academy, a J.D. from Stanford Law School, and an M.B.A. from Providence College.

We believe that Ms. Smith is qualified to serve as a member of our board of directors based on her executive leadership experience, including serving as a Chief Operating Officer, Chief Legal Officer, and Chief Compliance Officer of technology companies, and her knowledge of the technology industry.

John A. Kane. Mr. Kane has served as a member of our board of directors since February 2016 and was appointed Chair of our Board in May 2021. Mr. Kane currently serves as a business consultant for various organizations. Mr. Kane served as the interim Chief Financial Officer of athenahealth, Inc., a public healthcare company, from July 2017 to January 2018. Mr. Kane was formerly Senior Vice President - Finance, Chief Financial Officer, and Treasurer of IDX Systems Corporation (IDXC), a leading provider of software, services, and technologies for healthcare provider organizations, from 1984 until the acquisition of IDXC by GE Healthcare in January 2006. Prior to joining IDXC, Mr. Kane was an audit manager at Ernst & Young, LLP, in Boston, Massachusetts.

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Mr. Kane also served as a director and chair of the audit committee of Merchants Bancshares, Inc. from 2005 until 2014 and athenahealth, Inc. from 2007 until February 2019. He currently serves on the board of directors of several privately-held companies. Mr. Kane holds a B.S. and M.Acc. from Brigham Young University.

We believe that Mr. Kane is qualified to serve as a member of our board of directors and chair of our audit committee due to his background as a member of the board and audit committees of other public and private companies and his leadership experience in technology and healthcare businesses.

Julie Larson-Green. Ms. Larson-Green has served as a member of our board of directors since January 2020. Between January 2018 and February 2021, Ms. Larson-Green served as the chief experience officer at Qualtrics. From 1993 to 2017, she served in a variety of executive leadership and product development roles at Microsoft, including leadership in building Microsoft Office, Windows, Internet Explorer, Xbox, and Surface.

We believe that Ms. Larson-Green is qualified to serve as a member of our board of directors based on her executive leadership experience, including Chief Experience Officer of a technology company, and her knowledge of the technology industry.

Information Concerning Directors not Standing for Re-election

Fraser Bullock. Mr. Bullock has served as a member of our board of directors since May 2014. Mr. Bullock is one of the co-founders of Sorenson Capital, a private equity firm, serving as a Senior Advisor since 2015, and previously served as the Managing Director from 2003 to December 2015. Mr. Bullock joined the Salt Lake Organizing Committee for the Olympic Winter Games of 2002 in 1999 as its Chief Operating Officer and in 2002 was appointed President and Chief Executive Officer. He served on the board of directors of Domo, Inc., a public computer software company, from 2011 to 2020. Mr. Bullock holds a B.A. in Economics and a M.B.A. from Brigham Young University.

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CORPORATE GOVERNANCE

Our business and affairs are managed under the direction of our board, which is elected by our stockholders. In carrying out its responsibilities, our board selects and monitors our top management, provides oversight of our financial reporting processes, and determines and implements our corporate governance policies.

Our board and management team are committed to good corporate governance to ensure that we are managed for the long-term benefit of our stockholders, and we have a variety of policies and procedures to promote such goals. To that end, during the past year, our management periodically reviewed our corporate governance policies and practices to ensure that they remain consistent with the requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), SEC rules, and the Nasdaq listing standards.

Besides verifying the independence of the members of our board and committees (which is discussed in the section titled “Independence of Our Board of Directors”), at the direction of our board, we also:


			•						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


			•						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.

In addition, we have adopted a set of corporate governance guidelines. Our nominating and corporate governance committee is responsible for reviewing our corporate governance guidelines from time to time and reporting and making recommendations to our board concerning corporate governance matters. A copy of our corporate governance guidelines can be found on our investor relations website at https://ir.healthcatalyst.com/corporate-governance/governance-overview. Our corporate governance guidelines address such matters as:


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

Meetings of Our Board

Our board held four meetings in our fiscal year ended December 31, 2021 (“fiscal 2021”). Each director attended at least 75% of all meetings of our board and the committees on which he or she served that were held during fiscal 2021. Under our corporate governance guidelines, directors are expected to spend the time needed and meet as frequently as our board deems necessary or appropriate to discharge their responsibilities. Directors are also expected to make efforts to attend our annual meeting of stockholders, all meetings of our board, and all meetings of the committees on which they serve.

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Code of Conduct

Our board has adopted a code of conduct that applies to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our code of conduct is available on our investor relations website at https://ir.healthcatalyst.com/corporate-governance/governance-overview. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of our code of conduct by posting such information on the website address and location specified above. During fiscal 2021, no waivers were granted from any provision of the code of conduct.

Independence of Our Board

Our common stock is listed on Nasdaq. Under the Nasdaq listing standards, independent directors must constitute a majority of a listed company’s board. In addition, the Nasdaq listing standards require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating, and corporate governance committees be independent. Under the Nasdaq listing standards, a director will only qualify as an “independent director” if, in the opinion of that listed company’s board of directors, that director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Nasdaq listing standards. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the Nasdaq listing standards.

Our board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our board has determined that none of our non-employee directors, inclusive of Messrs. Bullock, Gallagher, Kane, and Templeton and Mses. Larson-Green, Pramoda, and Smith have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the Nasdaq listing standards. In making these determinations, our board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and any of their affiliated funds, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

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Board Diversity


Board Size:
Total number of directors:	8
Gender:	Female	Male	Non-binary	Prefer to not disclose
Number of directors who identify based upon gender identity:	3	5	—	—
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	5	—	—
Two or more races or ethnicities	1	—	—	—
Prefer not to disclose	—	—	—	—
LGBTQ+	1	—	—	—

Board Leadership Structure

John A. Kane serves as Chair of our board, presides over meetings of our board and holds such other powers and carries out such other duties as are customarily carried out by the Chair of our board. Our board recognizes the time, effort, and energy that the Chief Executive Officer is required to devote to running the company. The position of Chair of our board is also a significant commitment that includes providing advice to and independent oversight of management. Our board believes at this time that its oversight function is enhanced when an independent director, serving as Chair of our board, is in a position to set the agenda for, and preside over, meetings of our board. We also believe that our current leadership structure enhances the active participation of our independent directors.

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Our Board’s Role in Risk Oversight

Risk is inherent with every business, and we face a number of risks, including, among others, strategic, financial, business and operational, cybersecurity, legal and regulatory compliance, and reputational risks. We have designed and implemented processes to manage risk in our operations. Our management team is responsible for the day-to-day management of risks the company faces, while our board, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board has the responsibility to satisfy itself that the risk management processes designed and implemented by our management team are appropriate and functioning as designed.

Our board believes that open communication between our management team and our board is essential for effective risk management and oversight. Our board meets with our Chief Executive Officer and other members of the senior management team at quarterly meetings of our board, as well as at such other times as they deem appropriate, where, among other topics, they discuss strategy and risks facing the company.

While our board is ultimately responsible for risk oversight, our board committees assist our board in fulfilling its oversight responsibilities in certain areas of risk. Our audit committee assists our board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, cybersecurity, legal and regulatory compliance, and liquidity risk, and discusses with our management team and Ernst & Young LLP guidelines and policies with respect to risk assessment and risk management. Our audit committee also reviews our major financial risk exposures and the steps our management team has taken to monitor and control these exposures. Our nominating and corporate governance committee assists our board in fulfilling its oversight responsibilities with respect to the management of risk associated with our board’s organization, membership and structure, and corporate governance, as well as our ESG program and reporting. Our compensation committee assesses risks created by the incentives inherent in our compensation policies. On an as-needed basis, our transactions committee advises and oversees management of risks associated with significant merger and acquisition transactions and other notable transactions. Finally, our full board reviews strategic and operational risk in the context of reports from our management team and receives reports on all significant committee activities at each regular meeting.

Risks Related to Compensation Policies and Practices

As part of its oversight function, our board, and our compensation committee in particular, along with our management team, considers potential risks when reviewing and approving various compensation plans, including executive compensation. Based on this review, our compensation committee has concluded that such compensation plans, including executive compensation, do not encourage risk taking to a degree that is reasonably likely to have a materially adverse impact on us or our operations.

Committees of Our Board

Our board has established an audit committee, a compensation committee, a nominating and corporate governance committee, and a transactions committee. The composition and responsibilities of each of the committees of our board is described below. Members serve on these committees until their resignation or until as otherwise determined by our board. Each of the audit, compensation, nominating and corporate governance, and transactions committees operates pursuant to a separate written charter adopted by our board that is available to stockholders at https://ir.healthcatalyst.com/corporate-governance/governance-overview/.

Audit Committee

Our audit committee consists of Messrs. Kane and Gallagher and Ms. Smith, with Mr. Kane serving as Chair. The composition of our audit committee meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. Each member of our audit committee meets the financial literacy requirements of the Nasdaq listing standards. In addition, our board has determined that Mr. Kane is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). Our audit committee, among other things:

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			•						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; and

			•						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.

Our audit committee annually reviews the independent registered public accounting firm’s performance and independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm.

Our audit committee operates under a written charter that satisfies the applicable rules of the SEC and the Nasdaq listing standards. Our audit committee held four meetings during fiscal 2021.

Compensation Committee

Our compensation committee consists of Mses. Pramoda and Larson-Green and Mr. Bullock (who is not standing for re-election as a director), with Ms. Pramoda serving as Chair. The composition of our compensation committee meets the requirements for independence under the Nasdaq listing standards and SEC rules and regulations. Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. The purpose of our compensation committee is to discharge the responsibilities of our board relating to compensation of our executive officers. Our compensation committee, among other things:


			•						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.

Our compensation committee operates under a written charter that satisfies the applicable rules of the SEC and the Nasdaq listing standards. Our compensation committee held four meetings during fiscal 2021.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board or compensation committee.

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Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Messrs. Gallagher, Templeton, and Bullock (who is not standing for re-election as a director), with Mr. Gallagher serving as Chair. The composition of our nominating and corporate governance committee meets the requirements for independence under the Nasdaq listing standards and SEC rules and regulations. Our nominating and corporate governance committee, among other things:


			•						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;

			•						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;

			•						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.

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable listing requirements and rules of Nasdaq. Our nominating and corporate governance committee held four meetings during fiscal 2021.

Transactions Committee

Our transactions committee consists of Mr. Templeton and Mses. Pramoda, Larson-Green, and Smith with Mr. Templeton serving as Chair. Our transactions committee, among other things:


			•						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.

Our transactions committee operates under a written charter and held three meetings during fiscal 2021.

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Identifying and Evaluating Director Nominees

Our board has delegated to our nominating and corporate governance committee the responsibility of identifying suitable candidates for nomination to our board (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and principles in our corporate governance guidelines and the committee’s charter. Our nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks, or any other means that our nominating and corporate governance committee deems to be appropriate in the evaluation process. Our nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board. Based on the results of the evaluation process, our nominating and corporate governance committee recommends candidates for our board’s approval as director nominees for election to our board.

Minimum Qualifications

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees and will consider all facts and circumstances that it deems appropriate or advisable. In its identification and evaluation of director candidates, our nominating and corporate governance committee will consider the current size and composition of our board, as well as the needs of our board and the respective committees of our board. Some of the qualifications that our nominating and corporate governance committee considers include, without limitation, issues of character, ethics, integrity, judgment, independence, diversity, skills, education, expertise, business acumen, length of service, understanding of our business and industry, and other commitments.

Nominees must also have proven achievement and competence in their field, the ability to exercise sound business judgment, an objective perspective, the ability to offer advice and support to our management team, and the ability to make significant contributions to our success. Nominees must also have skills that are complementary to those of our existing board, the highest ethics, a commitment to the long-term interests of our stockholders, and an understanding of the fiduciary responsibilities that are required of a director. Nominees must have sufficient time available in the judgment of our nominating and corporate governance committee to effectively perform all board and committee responsibilities. Members of our board are expected to prepare for, attend, and participate in all meetings of our board and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, are in our stockholders’ best interests. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board the director nominees for selection.

Corporate Social Responsibility

We are committed to improving the lives of our team members, customers, stockholders, partners, and the communities in which we live and work. We believe we generate value for all of these stakeholders by focusing on corporate social responsibility and conducting our business in an ethical, transparent, and accountable manner. For more information on our commitment to corporate social responsibility, please refer to our ESG scorecard available at: https://ir.healthcatalyst.com/esg/overview.

Stockholder Recommendations

Stockholders may submit recommendations for director candidates to our nominating and corporate governance committee by sending the individual’s name and qualifications to our Corporate Secretary at Health Catalyst, Inc., 10897 South River Front Parkway #300, South Jordan, UT 84095, who will forward all recommendations to our nominating and corporate governance committee. Any such recommendations should include the information required by our bylaws. Our nominating and corporate governance committee will evaluate any candidates properly recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or members of our management team.

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Stockholder Communications

Our board provides to every stockholder the ability to communicate with our board, as a whole, and with individual directors on our board through an established process for stockholder communication. For a stockholder communication directed to our board as a whole, stockholders and other interested parties may send such communication to our General Counsel via U.S. Mail or expedited delivery service to the address listed below or by email to Secretary@healthcatalyst.com:

Health Catalyst, Inc.

10897 South River Front Parkway #300

South Jordan, Utah 84095

Attn: Secretary, General Counsel

For a stockholder communication directed to an individual director in his or her capacity as a member of our board, stockholders, and other interested parties may send such communication to the attention of the individual director via U.S. Mail or expedited delivery service to the address listed below or by email to Secretary@healthcatalyst.com:

Health Catalyst, Inc.

10897 South River Front Parkway #300

South Jordan, Utah 84095

Attn: [Name of Director]; Secretary, General Counsel

If sent by email, the communication should specify “Attn. [Name of Director]” in the subject line.

Our General Counsel, in consultation with appropriate members of our board, as necessary, will review all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of our board, or if none is specified, to the Chair of our board. The General Counsel will generally not forward communications if they are deemed inappropriate, consist of individual grievances or other interests that are personal to the party submitting the communication and could not reasonably be construed to be of concern to securityholders or other constituencies of the company, solicitations, advertisements, surveys, “junk” mail, or mass mailings.

Non-Employee Director Compensation

During the fiscal year ended December 31, 2021, we provided compensation to our non-employee directors, in the form of cash retainers and equity awards as set forth below, with cash retainers prorated for partial years of service:



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(1)	30,000
Additional Annual Retainer for Committee Membership
Annual service as chair of the audit committee(2)	20,000
Annual service as member of the audit committee (other than chair)	10,000
Annual service as chair of the compensation committee(3)	12,500
Annual service as member of the compensation committee (other than chair)(4)	5,000
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
_______________________________

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(1)			The annual retainer for service as non-executive Chair of the board will be $45,000 effective April 1, 2022.

(2)			The annual retainer for service as chair of the audit committee will be $22,500 effective April 1, 2022.

(3)			The annual retainer for service as chair of the compensation committee will be $15,000 effective April 1, 2022.

(4)			The annual retainer for service as a member of the compensation committee will be $7,500 effective April 1, 2022.

Our policy provides that, upon initial election to our board of directors, each new non-employee director will be granted a one-time grant of restricted stock units (“RSUs”) having a fair market value of $225,000 (the “Initial Grant”). The Initial Grant will vest in three equal annual installments over three years, subject to the applicable director’s continued service through the applicable vesting date. Furthermore, on the date of each of our annual meeting of stockholders, each non-employee director who will continue as a non-employee director following such meeting will be granted an annual award of RSUs having a fair market value of $170,000 (the “Annual Grant”). The Annual Grant will vest in full on the earlier of the one-year anniversary of the grant date or on the date of our next annual meeting of stockholders, subject to the applicable director’s continued service through the applicable vesting date. The Initial Grant and Annual Grant are subject to full accelerated vesting upon the sale of the company.

The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director in a calendar year period will not exceed $1,000,000 in the first calendar year such individual becomes a non-employee director and $500,000 in any other year. We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our board of directors or any committee thereof. Employee directors will receive no additional compensation for their service as a director.

The following table presents the outstanding options and RSUs held as of December 31, 2021 and the total compensation for each person who served as a non-employee director during the fiscal 2021. Other than as set forth in the table below, we did not pay any compensation or make any equity awards to our non-employee directors during fiscal 2021. Mr. Burton, who is our Chief Executive Officer, did not receive any additional compensation for his service as a director. The compensation received by Mr. Burton, as a named executive officer, is presented in the “Executive Compensation — 2021 Summary Compensation Table”.


	Stock Awards Outstanding as of December 31, 2021		Total Director Compensation for fiscal year ended December 31, 2021
Name	Options	RSUs	Fees Earned or Paid in Cash($)		Stock Awards($)(1)	Total($)
Fraser Bullock	—	3,285	$	60,833	189,479	$	250,312
Duncan Gallagher	62,500	3,285	63,750		189,479	253,229
John A. Kane	5,209	3,285	89,583		189,479	279,062
Julie Larson-Green	—	7,542	56,667		189,479	246,146
Anita V. Pramoda	—	3,285	66,250		189,479	255,729
S. Dawn Smith	—	7,542	60,417		189,479	249,896
Mark B. Templeton	—	7,641	58,021		189,479	247,500
Timothy G. Ferris(2)	—	—	45,625		666,183	711,808

_________________


(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, 2021, 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)			As of December 31, 2021, Mr. Ferris did not hold any outstanding options or RSUs. Mr. Ferris resigned from the board, effective April 29, 2021. His resignation was not the result of any disagreement with the company on any matter relating to our operations, policies, or practices. The board of directors approved a modification of Mr. Ferris’ equity vesting schedule to accelerate the vesting of 11,718 of unvested options and 5,443 of unvested RSUs as of April 29, 2021. Based on the closing stock price of $58.02 on April 29, 2021, this modification represented incremental fair value of $666,183, calculated in accordance with Financial Accounting Standards Board (FASB), Accounting Standards Codification (ASC), Topic 718.

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PROPOSAL TWO:

RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed Ernst & Young LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2022, and we are asking you and other stockholders to ratify this appointment. During fiscal 2021, Ernst & Young LLP served as our independent registered public accounting firm.

Although ratification of the appointment of Ernst & Young LLP is not required by our bylaws or otherwise, our board is submitting the appointment of Ernst & Young LLP to stockholders for ratification as a matter of good corporate governance. A majority of the votes properly cast is required in order to ratify the appointment of Ernst & Young LLP. In the event that a majority of the votes properly cast do not ratify this appointment of Ernst & Young LLP, our audit committee will reconsider whether or not to retain Ernst & Young LLP. Even if the appointment is ratified, our audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the stockholders.

We expect a representative of Ernst & Young LLP will attend the Annual Meeting. That individual will have an opportunity to make a statement and will be available to respond to appropriate questions from stockholders.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

We have adopted a policy under which our audit committee must pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm. As part of its review, our audit committee also considers whether the categories of pre-approved services are consistent with the rules on accountant independence of the SEC and the Public Company Accounting Oversight Board. Our audit committee pre-approved all services performed by the independent registered public accounting firm in fiscal 2021.

Audit Fees

The following table sets forth the fees billed or to be billed by Ernst & Young LLP and its affiliates for professional services rendered with respect to the fiscal years ended December 31, 2021 and 2020, inclusive of out-of-pocket expenses. All of these services were approved by our audit committee.


Fee Category	2021		2020
Audit Fees(1)	$	1,613,686	$	1,613,210
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees(2)	4,420		4,356
Total Fees	$	1,618,106	$	1,617,566


(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. This category also includes fees for services incurred in connection with our secondary public offering during the third quarter of 2021 and our offering of 2.50% convertible senior notes due 2025 in fiscal 2020.

(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.

Recommendation of our Board

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The information contained in this audit committee report shall not be deemed to be “soliciting material,” “filed” with the SEC, subject to Regulations 14A or 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the liabilities of Section 18 of the Exchange Act. No portion of this audit committee report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, through any general statement incorporating by reference in its entirety the proxy statement in which this report appears, except to the extent that Health Catalyst specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.

This report is submitted by the audit committee of the board of directors. The audit committee consists of the three directors whose names appear below. None of the members of the audit committee is an officer or employee of Health Catalyst, and the board of directors has determined that each member of the audit committee is “independent” for audit committee purposes as that term is defined under Rule 10A-3 of the Exchange Act and the applicable Nasdaq rules. Each member of the audit committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq.

The audit committee’s general role is to assist the board of directors in monitoring the company’s financial reporting process and related matters. The audit committee’s specific responsibilities are set forth in its charter.

The audit committee has reviewed the company’s consolidated financial statements for its fiscal year ended December 31, 2021 and met with its management team, as well as with representatives of Ernst & Young LLP, the company’s independent registered public accounting firm, to discuss the consolidated financial statements and management’s assessment and Ernst & Young’s evaluation of the effectiveness of the company’s internal control over financial reporting as of December 31, 2021. The audit committee also discussed with members of Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

In addition, the audit committee received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board and the SEC regarding the independent accountant’s communications with the audit committee concerning independence and discussed with members of Ernst & Young LLP its independence.

Based on these discussions, the financial statement review and other matters it deemed relevant, the audit committee recommended to the board of directors that the company’s audited consolidated financial statements for its fiscal year ended December 31, 2021 be included in its 2021 Annual Report on Form 10-K.



The Audit Committee

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

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PROPOSAL THREE:

ADVISORY, NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are asking our stockholders to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers for fiscal 2021 as disclosed in this Proxy Statement. As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to drive and reward performance and align the compensation of our named executive officers with the long-term interests of our stockholders. Many of the compensation opportunities provided to our named executive officers are significantly dependent on our financial performance, the performance of our stock and the named executive officer’s individual performance, which are intended to drive creation of sustainable stockholder value. We intend to continue to emphasize what it believes to be responsible compensation arrangements that attract and retain high-caliber executive officers and motivate strong performance to achieve our short- and long-term business strategies and objectives. Please read the “Compensation Discussion and Analysis” and the compensation tables and narrative disclosure that follow for information about our executive compensation program, including details of the fiscal 2021 compensation of our named executive officers.

This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific element of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Our board and our compensation committee believe that these policies and practices are effective in implementing our compensation philosophy and achieving our compensation program goals.

Accordingly, in accordance with Section 14A of the Exchange Act, we are asking our stockholders to vote “FOR” the following non-binding resolution:

RESOLVED, that the stockholders hereby approve, on an advisory, non-binding basis, the compensation paid to Health Catalyst’s named executive officers, as disclosed in the company’s proxy statement for the 2022 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the SEC, including in the Compensation Discussion and Analysis, the compensation tables, and the narrative discussions that accompany the compensation tables.

Vote Required

The approval of this advisory, non-binding proposal requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the same effect as “Against” votes for purposes of determining whether this matter has been approved. Broker non-votes will not be counted for any purpose in determining whether this matter has been approved.

As an advisory vote, the outcome of the vote on this proposal is not binding. However, our management team, our board and our compensation committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by our stockholders, and will consider the outcome of this vote when making future executive compensation decisions.

Recommendation of the Board

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON AN ADVISORY, NON-BINDING BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

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EXECUTIVE OFFICERS

The following table sets forth certain information with respect to our executive officers as of March 31, 2022:

Name

Age

Position(s)

Daniel Burton

Chief Executive Officer and Director

Bryan Hunt

Chief Financial Officer

J. Patrick Nelli

President

Paul Horstmeier

Chief Operating Officer

Daniel Orenstein

General Counsel

Bryan Hinton

Chief Technology Officer

Linda Llewelyn

Chief People Officer

Jason Alger

Chief Accounting Officer

Information Concerning Executive Officers

In addition to Mr. Daniel Burton, who serves as a director, our executive officers as of March 31, 2022 consisted of the following:

Bryan Hunt. Mr. Hunt has served as our Chief Financial Officer since January 2021. Previously, Mr. Hunt served as our Senior Vice President of Financial Planning and Analysis since 2019. Mr. Hunt has served in a variety of leadership roles in our finance function and in our internal analytics function since joining us in April 2014. Prior to that, Mr. Hunt served as an investment banker at Deloitte Corporate Finance and Moelis & Company. Mr. Hunt holds a B.S. from Brigham Young University.

J. Patrick Nelli. Mr. Nelli has served as our President since January 2021. Previously, Mr. Nelli served as Chief Financial Officer from September 2017 through December 2020. Since August 2013, Mr. Nelli has held other various roles with us, including, Senior Vice President - Touchstone Product Line; Vice President - Corporate Analytics; and Manager - Financial Planning and Analysis. Mr. Nelli holds a B.A. from Wake Forest University.

Paul Horstmeier. Mr. Horstmeier has served as our Chief Operating Officer since October 2018. Since October 2011 Mr. Horstmeier has held other various roles with us, including Chief Operating Officer, Technology Business, and Senior Vice President - Marketing. Prior to that, Mr. Horstmeier was a co-founder of HB Ventures, LLC, a private investment firm. Mr. Horstmeier holds a B.S. and M.B.A. from Brigham Young University.

Daniel Orenstein. Mr. Orenstein has served as our General Counsel since January 2016. From 2008 to September 2015, Mr. Orenstein served as General Counsel at athenahealth, Inc., a public healthcare company. Mr. Orenstein holds a B.A. from Columbia University and a J.D. from Georgetown University Law Center.

Bryan Hinton. Mr. Hinton has served as our Chief Technology Officer since October 2020. From July 2016 to October 2020, Mr. Hinton served as our Senior Vice President, DOS Platform Business. Since February 2012, Mr. Hinton held other various roles with us, including Director of Platform Engineering and Senior Software Architect. Mr. Hinton holds a B.S. from Brigham Young University.

Linda Llewelyn. Ms. Llewelyn has served as our Chief People Officer since February 2018. From August 2015 to February 2018, Ms. Llewelyn served as our Vice President - Human Resources. Prior to that, Ms. Llewelyn served as a Human Resources Director from January 2014 to August 2015 and as a Human Resources Manager from June 2013 to January 2014. Ms. Llewelyn holds a B.S. from the University of Utah.

Jason Alger. Mr. Alger has served as our Chief Accounting Officer since January 2021. Mr. Alger has also served as our Senior Vice President of Finance since September 2017, and as Controller since April 2013. Prior to that, Mr. Alger served in the assurance practice of Ernst & Young LLP. Mr. Alger is a certified public accountant and holds a Master of Accountancy degree from Brigham Young University.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

The following Compensation Discussion and Analysis describes our executive compensation program and the decisions in fiscal 2021 regarding the compensation for:



•			Daniel Burton, our Chief Executive Officer;

•			Bryan Hunt, our Chief Financial Officer;

•			Patrick Nelli, our President;

•			Paul Horstmeier, our Chief Operating Officer; and

•			Daniel Orenstein, our General Counsel.

We refer to these executive officers collectively in this Compensation Discussion and Analysis and the accompanying compensation tables as the named executive officers.

This Compensation Discussion and Analysis provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each element of compensation that we provide. In addition, we explain how and why our compensation committee arrived at the specific compensation policies and decisions involving our named executive officers during fiscal 2021.

This Compensation Discussion and Analysis contains forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation plans and arrangements. The actual compensation plans and arrangements that we adopt may differ materially from currently anticipated plans and arrangements as summarized in this Compensation Discussion and Analysis.

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Highlights of Fiscal 2021 Corporate Performance

Fiscal 2021 was a year of continued strong performance despite the continued challenging macro environment, including the ongoing impact from the COVID-19 pandemic. Specific financial highlights of our performance in fiscal 2021 include:



•			Revenue: Total revenue was $241.9 million, an increase of 28% year-over-year. Technology revenue was $147.7 million, an increase of 34% year-over-year.

•			Net Loss: GAAP net loss was $153.2 million, compared to $115.0 million for fiscal 2020. GAAP net loss per share was $3.23, compared to $2.91 for fiscal 2020. Adjusted net loss was $21.5 million, compared to $26.8 million for fiscal 2020. Adjusted net loss per share was $0.45, compared to $0.68 in fiscal 2020.

•			Adjusted EBITDA: Adjusted EBITDA was $(11.2) million, an improvement of 47% year-over-year.

•			Dollar-based Retention Rate: Dollar-based Retention Rate was 112%, compared to 102% in fiscal year ended December 31, 2020.

Our achievements in fiscal 2021 also included:



•			increasing our DOS Subscription Customers to 90 as of December 31, 2021 compared to 74 as of December 31, 2020;

•			developing a number of technology and services solutions designed specifically to support the evolving needs of our healthcare customers, including the New Healthcare.AI by Health Catalyst, Value Optimizer, and PowerLabor analytics applications;

•			having team member engagement scores, as measured by Gallup, ranked in the 96th percentile;

•			being recognized by Great Place to Work® and FORTUNE as one of the Best Workplaces for Millennials, Women, and Families, by the National Association for Business Resources as one of the Best and Brightest Companies in the Nation, by Modern Healthcare as one of the best places to work in healthcare, and by Great Places to Work as one of the Best Places to Work in IT;

•			receiving Best in KLAS for 2022 recognition for our Chargemaster Management product based on customer feedback throughout 2021;

•			hosting our eighth annual Healthcare Analytics Summit, welcoming a few thousand registrants representing more than 675 organizations and 18 countries with attendee satisfaction greater than 97%;

•			completed an underwritten public offering of our common stock, for which we received net proceeds of $245.2 million, after deducting the underwriting discounts and commissions and other offering costs; and

•			successfully acquiring and beginning the integration process for Twistle, Inc.

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we provide investors with certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted net loss, and Adjusted net loss per share, as discussed below. For a full reconciliation for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP, please see the “Reconciliation of Non-GAAP Financial Measures” section of Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2021 Annual Report and Exhibit 99.1 to our Current Report on Form 8-K filed March 1, 2022.

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Highlights of Fiscal 2021 Executive Compensation Program

Consistent with our performance and compensation objectives for fiscal 2021, our compensation committee took the following key actions relating to the compensation of our named executive officers for fiscal 2021:

Base Salaries – Base salaries for our named executive officers were reviewed in light of salary market data, local market conditions, and company and individual performance, some of which were informed by our engagement of an independent compensation consultant. There were no base salary increases for our named executive officers in fiscal 2021, other than for Bryan Hunt, who was promoted to Chief Financial Officer in fiscal 2021.

Annual Performance-Based Incentives – In February 2021, our compensation committee approved the 2021 Bonus Plan that retained many of the same characteristics and metrics as the 2020 Bonus Plan, but with certain modifications, including:



•			70% of the 2021 Bonus Plan target was payable through the issuance of performance-based restricted stock units (“PRSUs”). The PRSUs vest based on selected company performance objectives described below. The grant date fair values of these equity awards are set forth in the “Fiscal 2021 Summary Compensation Table” and the “Fiscal 2021 Grants of Plan-Based Awards Table” below.

•			All eligible team members, including the named executive officers, 2021 Bonus Plan PRSUs vested (to the extent the applicable metrics are achieved) as of March 1, 2022, subject to the team member’s continued service to us through such date.

•			30% of the 2021 Bonus Plan target was paid in cash based on selected company performance objectives described below.

Long-Term Incentive Compensation – We granted long-term incentive compensation in the form of service-based vesting RSUs that may be settled for shares of our common stock to align the long-term incentive opportunities of all of our team members, including our named executive officers, with the interests of our stockholders. In order to further align the interests of our named executive officers with our long-term growth and interests of our stockholders, Mr. Burton and Mr. Nelli were granted a portion of their compensation in PRSUs with a one-year measurement period that tied to some of the same performance metrics, targets and thresholds as the 2021 Bonus Plan and will vest over four years assuming continued service, in addition to the PRSUs granted to Mr. Burton and Mr. Nelli as part of our 2021 Bonus Plan. The grant date fair values of these equity awards are set forth in the “Fiscal 2021 Summary Compensation Table” and the “Fiscal 2021 Grants of Plan-Based Awards Table” below.

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Fiscal 2021 Target Compensation Mix – As shown in the graphics below, approximately 95% of the target fiscal 2021 annual compensation for our CEO and, on average, 91% of the target fiscal 2021 annual compensation for the other named executive officers was at risk based either on our performance or our stock price, or a combination of the two. The percentages for the PRSUs and RSUs below are calculated based on the grant date fair value assuming target achievement of performance measures.

__________

Total PRSUs in the charts above includes (i) long-term incentive compensation comprised of PRSUs with a one-year measurement period for fiscal year 2021 and a four-year service-based vesting period, and (ii) annual performance-based incentives comprised of PRSUs that are granted as part of our Annual Bonus Plan with a one-year measurement period for fiscal 2021 and a one-year service-based vesting period, all as further described below.

Results of 2021 Say-on-Pay Vote and Stockholder Engagement

Our Board values the opinions of our shareholders and believes an annual advisory, non-binding vote on our named executive officers compensation (“SOP Vote”) provides stockholders with an opportunity to share views on our named executive officers compensation. Last year at our 2021 Annual Meeting, we held our first SOP Vote and received the support of approximately 61% of the votes cast. As a result, we undertook robust stockholder engagement efforts to solicit input regarding our compensation program and compensation-related disclosures. Following our 2021 Annual Meeting, we contacted 30 of our largest stockholders, who collectively held approximately 86% of our outstanding shares. Eight stockholders, who collectively held approximately 46% of our outstanding shares and included 4 of our top 5 stockholders, accepted our invitation to share feedback, including directly sharing feedback with a member of our compensation committee. The balance of our stockholders either did not respond to our outreach or confirmed that a discussion was not needed at that time. After listening to our stockholders’ opinions and concerns, we took action to respond to the feedback, as detailed below. We remain open to feedback from our stockholders regarding our compensation program, related disclosures and other matters related to our business.

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Shareholder feedback		Actions Taken
Preference for enhanced disclosure regarding our Annual Bonus metrics and PRSU vesting metrics	☑	More robust disclosure regarding our 2021 Bonus Plan and PRSU metrics, including adding more details on targets, weighting, thresholds and how performance is measured.
Preference for PRSUs to comprise a larger percentage of CEO long-term incentive compensation	☑	Increased the number of PRSUs granted to Daniel Burton as part of our long-term incentive compensation by 300% as part of our 2022 compensation program, relative to the number of PRSUs granted in 2021. PRSUs granted in 2022 to Mr. Burton comprise approximately 22.3% of Mr. Burton’s total equity compensation in 2022, an increase of approximately 179% relative to 2021. Purely time-based RSUs granted to Mr. Burton in 2022 comprised a smaller percentage of his total compensation relative to 2021.
Suggestion to enhance disclosure regarding our peer group determination	☑	More robust disclosure regarding our peer group determination, including why peers were removed and added, and more details regarding our rankings within our peer group.
Support for equity and variable compensation to continue to comprise a large portion of CEO and named executive officer compensation.	☑	Continued our practice of long-term incentive compensation representing the vast majority of our CEO and named executive officers’ compensation.
Our shareholders that responded to our outreach did not express any concerns regarding the total amount of our CEO’s compensation or the amount of his base salary, bonus or long-term incentive compensation. In some instances, stockholders expressed specific support for our CEO’s compensation. However, we reduced our CEO’s total compensation in 2022 relative to 2021 as part of our response to the SOP Vote at our 2021 Annual Meeting. Our CEO’s base salary and target bonus for 2021 were both below the 25th percentile, his long-term incentive compensation was at approximately the 75th percentile and his total compensation was between the 50th and 75th percentile, all as relative to our peer group for 2021. Our CEO’s base salary and bonus target for 2022 were both below the 25th percentile, his long-term incentive compensation was below the 50th percentile and his total compensation was below the 50th percentile, all as relative to our peer group for 2022.

Looking Ahead - 2022 Compensation Update

In February 2022, our compensation committee approved the 2022 bonus plan that will retain many of the same characteristics as the 2021 Bonus Plan, but with certain modifications, including:



•			Up to 60% of the 2022 Bonus Plan target for all team members will be paid through PRSUs and up to 40% of the 2022 Bonus Plan target will be paid through cash, based on selected company performance objectives, including an improvement category that consists of the lower of a customer satisfaction and team member satisfaction score, the percentage of DOS clients achieving measurable improvements, and the number of measurable improvements for all customers; a growth category that consists of total GAAP revenue, net new DOS subscription client growth, and Dollar-based Retention Rate; and a scale category that consists of our Adjusted EBITDA performance.

•			All eligible team members, including the named executive officers, 2022 bonus plan PRSUs will vest (to the extent the applicable metrics are achieved) as of March 1, 2023, subject to the team member’s continued service to us through such date.

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•			In order to further align the interests of our named executive officers with our long-term growth and interests of our stockholders, Mr. Burton and Mr. Nelli were also granted additional executive PRSUs tied to the 2022 bonus plan, whereby one quarter of such shares will vest (to the extent the applicable metrics are achieved) on March 1, 2023, and the remainder of PRSUs actually achieved will vest in 12 approximately equal quarterly installments thereafter, so long as they remain employed with us through the applicable vesting date. These long-term PRSUs represent a larger portion of their overall target compensation in fiscal 2022 compared to the corresponding targets set for fiscal 2021 as shown below. For Mr. Burton, PRSUs represent approximately 22.3% of his total equity compensation.

Fiscal 2022 Target Compensation Mix – As shown in the graphics below, approximately 94% of the target fiscal 2022 annual compensation for our CEO and, on average, 90% of the target fiscal 2021 annual compensation for the other named executive officers will be at risk based either on our performance or our stock price, or a combination of the two. The percentages for the PRSUs and RSUs below are calculated based on the grant date fair value assuming target achievement of performance measures. As shown below the PRSU portion of the CEO target compensation increased from approximately 12% in fiscal 2021 to approximately 20% in fiscal 2022.

__________

Annual Cash Bonus in the charts above is calculated based upon target.

Total PRSUs in the charts above includes (i) long-term incentive compensation comprised of PRSUs with a one-year measurement period for fiscal year 2022 and a four-year service-based vesting period, and (ii) annual performance-based incentives comprised of PRSUs that are granted as part of our Annual Bonus Plan with a one-year measurement period for fiscal year 2022 and a one-year service-based vesting period, all as further described below and valued based upon target and share price at the time of grant.

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Fiscal 2021 Executive Compensation Policies and Practices

Our executive compensation policies and practices reinforce our pay-for-performance philosophy and align with sound governance principles. Listed below are highlights of our fiscal 2021 compensation policies and practices.

What we do

What we do not do

☑

Use a pay-for-performance philosophy to align executive compensation with performance

☒

No “single-trigger” cash or equity change in control benefits for executives

☑

Use equity-based compensation, including PRSUs, to deliver a significant majority of the total compensation of our executive officers to further align their interests with those of our stockholders

☒

No tax gross-ups on severance or change in control benefits

☑

Require a threshold level of achievement for payout with respect to each performance measure, including a minimum Adjusted EBITDA threshold

☒

No guaranteed bonuses or base salary increases

☑

Conduct an annual risk assessment of our executive and broad-based compensation programs to promote prudent risk management

☒

No post-termination retirement, pension, or deferred compensation benefits

☑

Maintain a compensation committee consisting solely of independent directors with extensive relevant experience

☒

No excessive perquisites, health, or other benefits, other than those that are generally available to our employees

☑

Conduct an annual review of our executive compensation strategy, competitiveness, and peer group

☒

No strict benchmarking of compensation to a specific percentile of our peer group

☑

Retain an independent compensation consultant who reports directly to our compensation committee

☒

No hedging or pledging of our securities by any employees or directors

Enhancements to Executive Compensation Program for Fiscal 2021

For fiscal 2021, the Compensation Committee recommended and the Board approved changes to the executive compensation program to shift a larger portion of the named executive officers’ total target direct compensation toward equity incentive awards. We believe this shift is more in line with our executive compensation philosophy and further enhances the alignment between our named executive officers’ interests and those of our stockholders, as the vast of majority of our named executive officers’ compensation is impacted by our stock price.

For fiscal 2021, to better align with market practice and to strengthen the link between named executive officers and stockholder interests, the Compensation Committee and the Board determined that it was appropriate to grant the named executive officers restricted stock units, consisting of both time-based RSUs that vest over a four-year vesting period and PRSUs that are earned based on performance.

Say-on-Pay Advisory Stockholder Vote on Executive Compensation

At the 2022 Annual Meeting of Stockholders, we will be conducting a non-binding stockholder advisory vote on the compensation of our named executive officers (commonly known as a “Say-on-Pay” vote). See Proposal No. 3, above, in this proxy statement for more information.

We value the opinions of our stockholders, and when making compensation decisions for our named executive officers in the future, our Board, and our compensation committee intend to consider the outcome of the say-on-pay advisory vote, in addition to other stockholder feedback that may be received throughout the year.

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Executive Compensation Philosophy, Objectives, and Design

Our compensation philosophy is that an executive compensation program should drive and reward performance and further align the compensation of our executive officers with the long-term interests of our stockholders. To support these objectives and deliver strong execution, our compensation programs are designed to:



•			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.

For this purpose, we use a mix of compensation elements including base salary, annual bonus (that includes a mix of cash and PRSUs for all team members), long-term equity incentives, and benefits, including potential post-termination severance benefits, to attract, retain, and incentivize our named executive officers. As further discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 in the section titled “The Health Catalyst Flywheel,” our team member engagement, which includes our executive team members, is central to our success and the success of our customers and shareholders. When team members feel connected to our mission and are listened to, cared for, and respected at an extraordinary level, they produce outstanding work, which enables our customers to measurably improve. As customers realize improvements, their trust in us builds, their engagement in our shared work increases, and they choose to renew and expand their relationship with us, while also referring us to key decision-makers at other potential customers. Customer renewal, expansion, and referral produce growing, scalable, and predictable financial performance.

In determining the amount of each element of direct compensation awarded to the named executive officers, our compensation committee does not apply any fixed percentage of any one element in relation to the overall compensation package. Rather, our compensation committee looks at the overall compensation package and the relative amount of each element on a stand-alone basis for each individual to determine whether such amounts and mix of elements are consistent with the basic principles and objectives of our overall executive compensation program.

A significant majority of the compensation opportunity for our named executive officers is weighted towards equity (most of which vests over 4 years and some that vest based upon specific performance objectives), as opposed to cash, compensation. We structure our executive compensation program to be heavily weighted towards long-term equity incentives as we continue to transition the compensation of our named executive officers to levels that are more consistent with executive compensation in our compensation peer group, which we also believe correlates with the growth of sustainable long-term value for our stockholders. As discussed above, we implemented a PRSU executive compensation component in 2021 as part of this effort and a significant portion of our Annual Bonus Plan was comprised of PRSUs for all team members, including our CEO and named executive officers.

We evaluate our executive compensation philosophy and executive compensation program, including design and competitiveness, at least annually and as circumstances require. As part of this review process, our compensation committee applies our values and the objectives outlined above.

Compensation Committee Oversight of Executive Compensation Process

Our compensation committee discharges many of the responsibilities of our board relating to the compensation of our executive officers and the non-employee members of our board (described in “Corporate Governance—Non-Employee Director Compensation” above), and regularly reports to our board on its discussions, decisions and other actions.

Our compensation committee has overall responsibility for overseeing our compensation structure, policies and programs generally, and for overseeing and evaluating the compensation plans, policies and practices applicable to our executive officers.

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Our compensation committee has the authority to retain, and has retained, an independent compensation consultant to provide support to the committee in its review and oversight of our executive compensation program.

Our compensation committee reviews the base salary levels, short-term incentive compensation opportunities, and long-term incentive compensation opportunities of our named executive officers each fiscal year at the beginning of the year, or more frequently as warranted. Long-term incentive compensation is granted on a regularly-scheduled basis, as described in “Other Compensation Policies—Equity Award Grant Policy” below.

Compensation-Setting Process

Role of the CEO

In discharging its responsibilities, our compensation committee works with members of management, including our CEO. Management assists our compensation committee by providing information on corporate and individual performance, competitive market compensation data, and management’s perspective on compensation matters. Our CEO makes compensation recommendations to our compensation committee for each of our executive officers (other than with respect to himself). These recommendations cover each executive officer’s total target direct compensation, consisting of base salary, short-term incentive opportunity, and long-term equity incentives. In making these recommendations, our CEO considers a variety of factors, including our business results, the executive officer’s individual contribution toward these results, the executive officer’s role and performance of his duties, whether the executive has achieved his individual goals, and the relative compensation parity among all of our executive officers. Our compensation committee reviews the recommendation of our CEO and other data and then exercises its own independent judgment to determine the target total direct compensation, and each element thereof, for each of our executive officers, including our CEO. While our CEO typically attends meetings of our compensation committee, our compensation committee meets in executive session outside the presence of our CEO when determining his compensation and when discussing certain other matters as well.

Role of the Compensation Consultant

Our compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our executive compensation programs and related policies to assist it by providing information, analysis, and other advice relating to our executive compensation program and the decisions resulting from the committee’s annual executive compensation review. For fiscal 2021, our compensation committee retained Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), a top global consulting firm, to provide it with market information, analysis and other advice relating to executive compensation on an ongoing basis. Aon was engaged to, among other things:



•			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.

Based on its consideration of the factors specified in SEC rules and the NASDAQ listing standards, our compensation committee does not believe that its relationship with Aon and the work of Aon on behalf of our compensation committee and our management team has raised any conflict of interest. Our compensation committee reviews these factors on an annual basis. The compensation committee also evaluated the independence of other outside advisors to the compensation committee, including outside legal counsel, considered the same independence factors and concluded their work for the compensation committee does not raise any conflicts of interest and concluded Aon is independent.

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Role of the Compensation Committee

Our compensation committee is responsible for the executive compensation programs for our executive officers and reports to our board of directors on its discussions, decisions, and other actions. The compensation committee may establish and delegate its authority to one or more subcommittees consisting of one or more of its members to carry out its responsibilities, but it has not done so to date.

Our compensation committee determines the target total direct compensation opportunities for our executive officers. When making these decisions, the compensation committee reviews the recommendations of our CEO and other data, including input from the independent compensation consultant, compensation survey data, and publicly-available compensation data of our peers. Our compensation committee then exercises its independent judgment to determine the target total direct compensation, and each element of compensation, for each of our executive officers.

Our compensation committee does not use a single method or measure in making its determinations, nor does it establish specific targets for the total direct compensation opportunities of our executive officers. Nonetheless, as it continues to adjust the compensation of our named executive officers to levels that are more consistent with those of our compensation peer group, our compensation committee begins its deliberations on cash and equity compensation levels with reference to the 25th, 50th and 75th percentile levels for cash compensation and target total direct compensation as reflected in competitive market data. For more information, see “Competitive Positioning” below.

When determining the amount and approving each compensation element and the target total direct compensation opportunity for our executive officers, our compensation committee considers the following factors, among others:



•			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.

These items reflect our core values and compensation parity among our individual executive officers and provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer. No single factor is determinative in setting pay levels, nor was the impact of any factor on the determination of pay levels quantifiable.

Competitive Positioning

For purposes of comparing our executive compensation against the competitive market, our compensation committee reviews and considers the compensation levels and practices of a group of peer companies.

In November 2020, with the assistance of Aon, our compensation committee reviewed our compensation peer group for fiscal 2021, which was generally developed from publicly-traded companies with three primary characteristics:



•			a focus on health care technology companies and those in associated industries;

•			revenues between $90 million and $450 million; and

•			market capitalization between $500 million and $4 billion.

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Secondarily, we consider other characteristics such as revenue growth, total shareholder return growth and whether the companies are comparable in terms of attracting world-class talent. We fell within approximately the 30th, 60th and 70th percentiles relative to our peer group for fiscal 2021 with respect to revenue, market capitalization and year-over-year revenue growth, respectively. Our total shareholder return growth fell within approximately the 70th percentile relative to our peer group for fiscal 2021. Our compensation committee reviews our compensation peer group at least annually and makes adjustments to its composition, if warranted, taking into account changes in both our business and the businesses of our peers. Our compensation committee uses data drawn from the public filings of our compensation peer group to evaluate the competitive market when determining the total direct compensation packages for our executive officers.

At the beginning of fiscal 2021, based on the foregoing, our compensation committee used the following compensation peer group to assist with the determination of compensation for our executive officers:

Fiscal 2021 Compensation Peer Group

Accolade

HealthStream

Phreesia

Talend

Workiva

Benefitfocus

Inovalon

Pluralsight

Upland Software

Yext

Domo

Model N

Schrodinger

Vocera Communications

Zuora

Evolent Health

National Research

Tabula Rasa Healthcare

Instructure and Livongo Health are no longer included our peer group as compared to our peer group from fiscal 2020 because Instructure was acquired and taken private and Livongo’s market cap had significantly grown above an acceptable range. In addition, we have added Accolade, Evolent Health and Schrodinger as part of peer group for fiscal 2021 compensation decisions because each company aligns with our target peer group in terms of industry, revenue growth and market cap.

Elements of Our Executive Compensation Program

Our executive compensation program consists of the following primary components:

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Element

Type of Element

Compensation Element

Objective

Base Salary

Fixed

•

Cash

Designed to attract and retain highly talented executives by providing fixed compensation amounts that are competitive in the market and reward performance

Annual Performance-Based Incentives

Variable

•

PRSU awards that may be earned and settled for shares of our common stock

Designed to motivate our executives to achieve annual business objectives contained in our annual operating plan and provide financial incentives when we meet or exceed these annual objectives

•

Cash

Long-term Incentive Compensation

Variable

•

RSU awards that may vest and be settled for shares of our common stock

Designed to align the interests of our executives and our stockholders by motivating executives to create sustainable long-term stockholder value

•

PRSU awards that may be earned and settled for shares of our common stock

Severance and change in control-related payments and benefits

Mix

•

Cash

Designed to attract and retain highly talented executives by providing severance and change in control-related payments and benefits that are competitive in the market

•

Accelerated vesting of Stock Options, RSU, and/or PRSU awards

We also provide our executive officers with comprehensive employee benefit programs, such as medical, dental and vision insurance, a 401(k) plan, life and disability insurance, flexible spending accounts, an employee stock purchase plan and other plans and programs made available to all our eligible employees.

We believe these elements provide a compensation package that attracts and retains qualified individuals, links individual performance to company performance, focuses the efforts of our named executive officers on the achievement of both our short-term and long-term objectives, and further aligns the interests of our executive officers with those of our stockholders.

Base Salaries

We use base salaries to recognize the experience, skills, knowledge, and responsibilities required of all our employees, including our named executive officers. We provide base salary as a fixed source of compensation for each of our named executive officers, allowing them a degree of certainty relative to the significant majority of their compensation that is based on equity awards, the value of which varies. Our compensation committee recognizes the importance of base salaries as an element of compensation that helps to attract and retain highly qualified executive talent.

The initial base salary of each executive officer is established through arm’s-length negotiation at the time the executive officer is hired, taking into account a variety of factors, including the executive’s qualifications, experience, and compensation expectations and comparable market data. Base salaries of named executive officers are reviewed annually by the compensation committee, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance, and experience. Our compensation committee does not apply specific formulas in setting base salary levels or determining adjustments from year to year. However, in completing its annual review and adjustment, our compensation committee targets paying our named executive officers base salaries that are competitive with current market practice (as reflected by our compensation peer group).

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The base salaries of our named executive officers for fiscal 2021 and fiscal 2020 and the percentage change compared to fiscal 2020 are set forth below.


Named Executive Officer	Fiscal 2021 Base Salary		Fiscal 2020 Base Salary		Change from Fiscal 2020
Daniel Burton(1)	$	300,000	$	314,583	(5)	%
Bryan Hunt(2)	274,061		196,245		40
Patrick Nelli	300,000		300,000		—
Paul Horstmeier	300,000		300,000		—
Daniel Orenstein	300,000		300,000		—

________________________


(1)			Mr. Burton took a voluntary base salary reduction to $300,000 effective April 16, 2020 as part of our COVID-19 response.
(2)			Mr. Hunt’s base salary was increased to $300,000 effective April 1, 2021 after his promotion to CFO as of January 1, 2021.

Annual Performance-Based Incentives

We use performance-based incentives to motivate our team members, including the named executive officers, to achieve our annual financial and operational objectives, while making progress towards our longer-term strategic and growth goals. Typically, near the beginning of each fiscal year, our compensation committee adopts the performance criteria and targets for our Bonus Plan for that fiscal year, and establishes the target annual incentive opportunity for each plan participant based on a percentage of each participant’s base salary, the performance measures and the associated target levels for each measure, and the potential payouts based on actual performance for the fiscal year. In addition, our compensation committee considered the factors described in “Oversight of Executive Compensation Program—Compensation-Setting Process” above.

Overview & Structure

In February 2021, our compensation committee adopted and approved the performance criteria and targets for fiscal 2021 under our Bonus Plan, as set forth in “Corporate Performance Measures” below. The Bonus Plan provides opportunities for incentive compensation for all team members, including the named executive officers, based on our actual achievement of pre-established corporate financial objectives. The target levels for the financial objectives were set at levels determined to be challenging and requiring substantial skill and effort by our named executive officers.

The 2021 Bonus Plan is designed such that participants are to receive 70% of their target bonus in the form of PRSU awards (which were determined and granted at the time our Board adopted the 2021 Bonus Plan) and 30% of their target bonus in cash, in order to align the committee’s assessment of our named executive officers’ performance to our achievement of our annual operating plan. Our compensation committee prioritizes the use of PRSUs as part of our 2021 Bonus Plan to align a portion of all of our team member’s compensation with the interests of our shareholders and to preserve cash. The PRSUs were granted to all team members in connection with our Board’s adoption of the 2021 Bonus Plan. The number of PRSUs granted to each team member in early 2021 was based upon 100% achievement of the PRSU portion of the 2021 Bonus Plan. A portion of those PRSUs vested based upon our compensation committee’s determination of performance relative to the PRSU portion of our 2021 Bonus Plan metrics.

Target Annual Incentive Compensation Opportunities

In February 2021, in connection with its review of our executive compensation program, our compensation committee approved the target annual incentive opportunities of our named executive officers, as set forth in the table below.

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Target Performance-Based Incentives for Fiscal 2021

The target annual incentive bonus opportunities for our named executive officers for fiscal 2021 were as follows:


Named Executive Officer	Base Salary		Target Performance-Based Incentive as Percent of Base Salary(1)		2021 Target Annual Incentive Bonus Opportunity (cash portion)(2)		2021 Target Annual Incentive Bonus Opportunity (# of PRSUs)(3)	2021 Target Annual Incentive Bonus Opportunity (PRSU grant date fair value)(4)
Daniel Burton	$	300,000	95	%	$	77,625	4,215	$	209,781
Bryan Hunt	274,061		65		48,291		2,884	143,537
Patrick Nelli	300,000		85		70,875		3,771	187,683
Paul Horstmeier	300,000		85		70,875		3,771	187,683
Daniel Orenstein	300,000		50		45,000		2,218	110,390


(1)			Represents the total target performance-based incentive percent of base salary effective April 1, 2021.

(2)			Represents the fiscal 2021 target cash bonus amount for each of our named executive officers and was calculated based on 30% of the actual base salary and actual target bonus percentage for each pay period during fiscal 2021. Refer to the “Corporate Performance Measures and Bonus Plan Funding Methodology” section below for more information about how the annual bonus is separated between cash and PRSUs.

(3)			Represents the number of PRSUs granted to the named executive officers on February 18, 2021, assuming target performance goals will be achieved. The target number of PRSUs was determined by dividing the dollar value of 70% of each named executive officer’s target annual incentive (based on their salary and target bonus percentage as of April 1, 2021) by the average closing price of our common stock for the 30 calendar days preceding January 31, 2021. The target number of PRSUs is the maximum amount of PRSUs that will ultimately vest based on actual achievement of performance goals.
(1)
(4)			Represents the grant date fair value of the target Annual PRSUs granted to the named executive officers on February 18, 2021 computed in accordance with FASB ASC Topic 718, excluding the estimate of forfeitures. Amounts reflect the fair value of each award based on the closing price of our common stock on the Nasdaq Global Select Market as of the grant date of February 18, 2021.

Corporate Performance Measures and Bonus Plan Funding Methodology

SEC Form DEF 14A filed by Health Catalyst Inc