DEF: Health Catalyst Schedules 2026 Annual Meeting

Health Catalyst, Inc. has announced its 2026 Annual Meeting of Stockholders, scheduled for July 16, 2026, to be held virtually.

Summary

• Health Catalyst, Inc. is holding its 2026 Annual Meeting of Stockholders on July 16, 2026, at 3:00 p.m. Eastern Time (1:00 p.m. Mountain Time).
• The meeting will be conducted virtually via a live interactive audio webcast.
• Stockholders of record as of May 22, 2026, are entitled to vote.
• Key proposals include the election of two Class I directors, ratification of Ernst & Young LLP as the independent auditor, an advisory vote on executive compensation, and a proposal to restate the company's Certificate of Incorporation to phase out the classified board structure.
• The company is providing proxy materials primarily over the internet, with a Notice of Internet Availability of Proxy Materials expected to be mailed around June 3, 2026.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as having a negative sentiment due to the significant increase in net loss and the failure to meet several key performance targets, despite positive Adjusted EBITDA growth.

Positives

• The company is facilitating stockholder participation by holding a virtual meeting, allowing attendance from anywhere globally.
• The company is utilizing internet-based delivery of proxy materials to reduce costs and environmental impact.
• The board of directors is proposing to phase out the classified board structure, aligning with stockholder preference indicated by the 2025 advisory vote.
• The company has a robust corporate governance framework, including independent board committees and a code of conduct.
• The company has a policy to pre-approve all services from its independent registered public accounting firm.

Negatives

• The company reported a GAAP net loss of $178.0 million for fiscal 2025, a significant increase from $69.5 million in fiscal 2024, largely due to a $105.4 million goodwill impairment.
• Adjusted Net Income decreased to $13.0 million in fiscal 2025 from $16.9 million in fiscal 2024.
• Several key growth metrics for the 2025 Annual Bonus Plan, including Net New/Total Platform Clients, New Platform Client ARR+NRR, and Platform Client Dollar-based Net Retention, fell below minimum threshold goals.
• The company experienced a decrease in professional services revenue of 8% year-over-year in fiscal 2025.
• Matthew Kolb, a director, attended only 62.5% of board and committee meetings in fiscal 2025.

Risks

• The company faces macroeconomic challenges including high inflation, interest rates, geopolitical conflicts, and a tight labor market, which have adversely affected growth metrics.
• The company experienced a significant goodwill impairment of $105.4 million in fiscal 2025, primarily due to declines in stock price and market capitalization.
• The company's ability to achieve future performance targets for executive compensation is dependent on factors like Total Shareholder Return, Revenue Growth Rate, and Adjusted EBITDA Margin.
• The company's bylaws require a supermajority vote (66-2/3%) for certain actions, including amending specific articles of the Certificate of Incorporation, which can make significant changes more difficult.
• The company's insider trading policy prohibits hedging and pledging of securities, and requires trading plans to comply with Rule 10b5-1.

Future Outlook

The company's 2026 compensation program will largely mirror the 2025 plan, with cash bonuses for all eligible team members and RSUs granted to named executive officers vesting quarterly over three years. The company aims to maintain alignment with long-term growth and stockholder interests.

Management Comments

• "We believe this process will facilitate the accelerated delivery of proxy materials, save costs, and reduce the environmental impact of our Annual Meeting."
• "Our board believes that holding a virtual Annual Meeting will facilitate stockholder attendance and participation at our Annual Meeting by enabling stockholders to participate from any location around the world."
• "Our board believes that this combination of new viewpoints and experienced leadership positions the Company well to focus on value for stockholders and reflects sound corporate governance principles."
• "Our board values the opinions of our stockholders 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."

Industry Context

StockSavvy.ai notes that Health Catalyst's focus on a virtual annual meeting aligns with broader trends in corporate governance and investor engagement, aiming for efficiency and broader participation. The proposed declassification of the board is also a common governance enhancement sought by institutional investors.

Comparison to Industry Standards

• The company's peer group for executive compensation in fiscal 2025 was defined by market capitalization between $200 million and $1.5 billion and revenue between $150 million and $750 million, including companies like Evolent Health, Definitive Healthcare, and Zuora.
• The company's TSR performance in fiscal 2025 was at the 37th percentile relative to its peer group, while market capitalization was at the 20th percentile and one-year TSR was at the 18th percentile.
• The company's Adjusted EBITDA margin of 13% for fiscal 2025 compares favorably to its 9% margin in fiscal 2024, indicating improved operational efficiency.
• The company's net loss margin of -57% for fiscal 2025 is a significant concern when compared to industry averages, though the goodwill impairment is a notable factor.
• The company's CEO pay ratio of 35:1 is within a range often seen in the technology and healthcare sectors, though specific comparisons depend heavily on the peer group used.

Management Changes

Corporate Governance

Related Party Transactions

• Jeffrey Selander, brother-in-law of former CEO Daniel Burton, received total compensation of $566,610 in fiscal 2025, including RSU grants.
• Andrew Cardon, brother-in-law of former COO Dan LeSueur, received total compensation of $346,949 in fiscal 2025, including RSU grants.
• Health Catalyst recognized $17.7 million in revenue from Carle Health in fiscal 2025, where board member Matthew Kolb is the COO.
• In connection with the Upfront acquisition, Benjamin Albert received cash and stock consideration, and a retention bonus of RSUs and PRSUs.

Stakeholder Impact

• Stockholders: Voting on director elections, auditor ratification, executive compensation, and a significant corporate governance change (declassification of the board). Financial performance directly impacts equity value.
• Employees: Executive compensation is tied to company performance, and recent restructuring activities involved workforce reductions.
• Management: Executive compensation is heavily weighted towards performance-based and long-term equity incentives.
• Auditors: Ernst & Young LLP is proposed for ratification as the independent registered public accounting firm for fiscal year 2026.

Next Steps

• Stockholders are encouraged to vote on the proposals before the Annual Meeting.
• The company will file a Form 8-K to announce preliminary voting results after the Annual Meeting.
• If Proposal Four is approved, the company intends to file the Restated Charter with the Delaware Secretary of State promptly after the Annual Meeting.

Key Dates

Recommendation

The company's financial performance in fiscal 2025 showed a significant increase in net loss and a decline in Adjusted Net Income, with several key growth metrics missing targets. While Adjusted EBITDA improved, the overall financial picture is concerning. The proposed declassification of the board is a positive governance step, but the immediate financial results warrant a cautious 'hold' stance until performance improves and strategic initiatives show clearer positive impact.

Keywords

Health Catalyst, Annual Meeting, Proxy Statement, Stockholder Meeting, Corporate Governance, Director Election, Executive Compensation, Audit, Ernst & Young, Classified Board, Restatement