10-K/A: Health Catalyst Files Amendment to 2024 Annual Report on Form 10-K

Sentiment:

Form 10-K/A 30 April 2025 4:32 PM

Health Catalyst files an amendment to its 2024 Annual Report on Form 10-K to include previously omitted information regarding directors, executive compensation, security ownership, related transactions, and accountant fees.

Delay expectedThe Original Form 10-K omitted portions of Part III, Items 10 (Directors, Executive Officers and Corporate Governance), 11 (Executive Compensation), 12 (Security Ownership of Certain Beneficial Owners and Management and related Stockholder Matters), 13 (Certain Relationships and Related Transactions, and Director Independence) and 14 (Principal Accountant Fees and Services) in reliance on General Instruction G(3) to Form 10-K.We no longer expect that the definitive proxy statement for our 2025 annual meeting of the stockholders will be filed within 120 days of December 31, 2024.

Worse than expectedDollar-based Retention (legacy) was below the minimum threshold of 104% in fiscal 2024.

Summary

Health Catalyst, Inc. filed Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2024.
The amendment includes information previously omitted from Part III, Items 10, 11, 12, 13, and 14 of the original filing.
The original Form 10-K omitted information on directors, executive officers, corporate governance, executive compensation, security ownership, related transactions, and principal accountant fees.
The company no longer expects to file its definitive proxy statement within 120 days of December 31, 2024, necessitating the amendment.
The amendment includes new certifications from the principal executive officer and principal financial officer.
The aggregate market value of common stock held by non-affiliates as of June 30, 2024, was approximately $369.0 million.
As of February 18, 2025, the company had 70,210,651 shares of common stock outstanding.
The company's CEO pay ratio for fiscal year 2024 was 46 to 1, with the median employee compensation at $119,906 and the CEO's total compensation at $5,494,141.

Sentiment

Score: 6

Explanation: The document is largely factual, presenting financial data and governance information. The improved Adjusted EBITDA is a positive sign, but the delayed information and lower than expected dollar retention temper the overall sentiment.

Positives

The company's Adjusted EBITDA for fiscal 2024 was $26.1 million, a significant improvement compared to $11.0 million in fiscal 2023.
At the 2024 Annual Meeting, the Say-on-Pay vote received the support of approximately 99% of the votes cast.

Negatives

Dollar-based Retention (legacy) was below the minimum threshold of 104% in fiscal 2024.

Risks

The limitation of liability and indemnification provisions may discourage stockholders from bringing lawsuits against directors and executive officers.
A stockholder's investment may be adversely affected to the extent that the company pays the costs of settlement and damage awards against directors and executive officers.

Future Outlook

In February 2025, the compensation committee approved the 2025 Bonus Plan and 2025 LTIP equity grants that will retain most of the same characteristics as the 2024 Bonus Plan and 2024 LTIP equity grants.

Industry Context

The document provides insight into the compensation structure and corporate governance practices of a healthcare technology company, which is relevant in the context of attracting and retaining talent in a competitive industry.

Comparison to Industry Standards

The document mentions using Aon's Human Capital Solutions to provide market information and analysis relating to executive compensation.
The company aims for a significant majority of the compensation opportunity for its named executive officers to be weighted towards equity, which is consistent with practices in its compensation peer group.
The company benchmarks its executive compensation against a peer group to ensure competitiveness and fairness.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Financial Officer	Bryan Hunt	Jason Alger	March 1, 2024	Mr. Hunt stepped down as Chief Financial Officer.
Chief Operating Officer	NA	Dan LeSueur	March 1, 2024	Dan LeSueur assumed the role of Chief Operating Officer.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Non-Employee Director Compensation Policy	The purpose of this Non-Employee Director Compensation Policy (the Policy) of Health Catalyst, Inc., a Delaware corporation (the Company), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (Outside Directors).	June, 2025	This Policy will become effective as of the Annual Meeting of Stockholders of the Company in June, 2025 (the Effective Date).

Related Party Transactions

Jeffrey Selander, the brother-in-law of Daniel Burton, is a non-executive employee, currently serving as Senior Vice President, and has served with us since September 2011.
Andrew Cardon, the brother-in-law of Daniel LeSueur, is a non-executive employee, currently serving as Strategic Account Executive, and has served with us since December 2011.
Matthew Kolb, a member of our board of directors since July 2023, serves as the Executive Vice President and Chief Operating Officer of Carle Health, a non-profit hospital network.
We maintain on-going technology and professional service relationships with Carle Health, including technology access and professional services that includes Tech-enabled Managed Services (i.e., TEMS).

Stakeholder Impact

Executive compensation decisions are made with the goal of aligning executive interests with those of stockholders.
The company values the opinions of its stockholders and intends to consider the outcome of the say-on-pay advisory vote.
The company's performance impacts the value of equity awards held by employees and executives.
The company's success is tied to team member engagement and client satisfaction.

Next Steps

The company will continue to assess performance against targets established under the Annual Bonus Plan.
The company will determine vesting for the 2025 and 2026 vesting periods based on performance.
The company will hold a non-binding stockholder advisory vote on executive compensation at the 2025 Annual Meeting of Stockholders.

Key Dates

Date	Description
January 1, 2024	Effective date for Mr. Burton's base salary increase to $525,000.
March 1, 2024	Mr. Alger appointed as Chief Financial Officer; Mr. Hunt stepped down as Chief Financial Officer; Dan LeSueur assumed the role of Chief Operating Officer.
April 1, 2024	Final date of Mr. Hunt's employment with the company.
June 30, 2024	Aggregate market value of common stock held by non-affiliates was approximately $369.0 million.
December 31, 2024	End of fiscal year 2024.
February 7, 2025	First Light Asset Management, LLC filed Schedule 13G/A with the SEC.
February 18, 2025	The Registrant had 70,210,651 shares of common stock outstanding.
February 20, 2025	Compensation committee approved the 2025 Bonus Plan and 2025 LTIP equity grants.
February 26, 2025	Health Catalyst, Inc. filed its Original Annual Report on Form 10-K for the year ended December 31, 2024.
March 1, 2025	Anita Pramoda stepped down as a member of the board of directors.
March 31, 2025	Date for beneficial ownership of capital stock.
April 30, 2025	Date of filing of the amendment to the Annual Report on Form 10-K.
June, 2025	Effective Date of the Non-Employee Director Compensation Policy.

Keywords

executive compensation, directors, corporate governance, security ownership, related transactions, accountant fees, Form 10-K, Health Catalyst

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.