Form 4: Health Catalyst Director S. Dawn Smith Receives Significant RSU Grant

Health Catalyst, Inc. Director S. Dawn Smith was granted 36,231 restricted stock units, increasing her beneficial ownership to 101,692 shares.

Summary

• S. Dawn Smith, a Director of Health Catalyst, Inc. (HCAT), was granted 36,231 restricted stock units (RSUs) on July 9, 2025.
• The RSUs were granted at a price of $0.00 per unit, indicating an award rather than a purchase.
• Following this transaction, Ms. Smith's total beneficial ownership in Health Catalyst, Inc. increased to 101,692 shares of common stock.
• The RSUs were awarded under the Issuer's 2019 Stock Option and Incentive Plan.
• Each RSU represents a contingent right to receive one share of the Issuer's common stock.
• The RSUs are scheduled to fully vest on the earlier of the one-year anniversary of the grant date (July 9, 2026) or the date of the next Annual Meeting of the Issuer's Stockholders.

Sentiment

Score: 7

Explanation: The filing indicates a routine equity grant to a director, which is generally positive as it aligns management interests with shareholders. It does not contain any negative news or significant financial shifts, making it a neutral to slightly positive event.

Positives

• The grant of 36,231 restricted stock units to Director S. Dawn Smith aligns her interests with those of shareholders, as her compensation is tied to the company's future performance.
• An increase in beneficial ownership by a director, now totaling 101,692 shares, demonstrates continued commitment and confidence in the company's long-term prospects.

Risks

• The value of the restricted stock units is subject to the future market price of Health Catalyst, Inc. common stock, meaning the actual value realized upon vesting could be lower than the current implied value.
• Vesting of the RSUs is contingent upon continued service as a director until the vesting date.

Future Outlook

The restricted stock units granted to Director S. Dawn Smith are forward-looking, with vesting contingent on future events: either the one-year anniversary of the grant date (July 9, 2026) or the date of the next Annual Meeting of the Issuer's Stockholders, whichever occurs earlier.

Industry Context

The grant of restricted stock units to a director is a standard practice in the technology and healthcare IT industries, particularly for publicly traded companies like Health Catalyst, Inc. This form of equity compensation is commonly used to attract, retain, and incentivize key personnel, including board members, by aligning their financial interests with the long-term performance of the company and its shareholders.

Comparison to Industry Standards

• Equity grants to directors, such as the RSU award to S. Dawn Smith, are a common component of compensation packages across the healthcare technology sector.
• While specific grant sizes vary based on company size, director responsibilities, and overall compensation philosophy, the use of RSUs is a standard mechanism for aligning director incentives with shareholder value.
• Similar practices are observed at companies like Veeva Systems (VEEV) or Cerner (now Oracle Health), where director compensation often includes a mix of cash and equity, with equity typically comprising a significant portion to foster long-term commitment.
• The vesting schedule (one-year anniversary or next annual meeting) is also typical for director equity awards, designed to ensure continued engagement.

Corporate Governance

Related Party Transactions

• The grant of restricted stock units to a director constitutes a related party transaction, as it involves compensation provided by the company to a member of its board.

Stakeholder Impact

• Shareholders: The grant aligns the director's interests with shareholders, potentially leading to better long-term decision-making. It also represents a dilution of existing shares upon vesting, though typically minor for individual grants.
• Employees: No direct impact on employees is indicated.
• Customers: No direct impact on customers is indicated.
• Suppliers: No direct impact on suppliers is indicated.
• Creditors: No direct impact on creditors is indicated.

Next Steps

• The restricted stock units will vest on the earlier of July 9, 2026, or the date of the next Annual Meeting of Health Catalyst, Inc.'s Stockholders.

Key Dates

Keywords

Health Catalyst, HCAT, SEC Form 4, Restricted Stock Units, RSU, Insider Transaction, Director Compensation, Equity Grant, Beneficial Ownership, Stock Option and Incentive Plan