Sector: Health Care
HEALTH CATALYST INC · Meeting: July 16, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class I Directors
Mr. Spencer joined the board in September 2025, which is less than 24 months before this meeting, so he is exempt from the stock performance trigger under our policy; he also brings relevant financial expertise as a CFO of healthcare technology companies, has no overboarding concerns, and attended all required meetings.
Mr. Arens joined the board in December 2025, which is less than 24 months before this meeting, so he is exempt from the stock performance trigger under our policy; he brings relevant healthcare investment experience as a senior portfolio manager focused on healthcare, has no overboarding concerns, and waived compensation demonstrating independent alignment with shareholders.
Both Class I director nominees joined the board within the past 24 months and are therefore exempt from the TSR underperformance trigger. Although HCAT's 3-year stock return of -88.1% trails the peer group median of -62.2% by 25.9 percentage points — which exceeds the 20-percentage-point threshold that would normally trigger an AGAINST vote — this trigger does not apply to directors who joined less than 24 months ago. Both nominees have relevant qualifications and no overboarding, attendance, or independence concerns.
CEO
Daniel Burton
Total Comp
$3,991,159
Prior Support
98%%
The company received 98% shareholder support on last year's say-on-pay vote, well above the 70% threshold that would require a response. The pay structure is heavily weighted toward variable compensation — approximately 87% of the CEO's target pay was at-risk through stock awards and performance-based grants, well above the 50-60% minimum our policy requires. While the stock has performed very poorly, the actual bonuses paid out were only about 15% of target (reflecting the performance-based design working as intended), and the long-term performance stock awards include meaningful conditions tied to revenue growth, profitability, and stock performance relative to the Russell 3000, which represent real performance requirements rather than guaranteed pay.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,235,000
Non-Audit Fees
$0
Ernst & Young LLP charged only audit fees in fiscal 2025 with zero non-audit, tax, or other fees, so the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under our policy. EY is a Big 4 firm appropriate for a public company. No material restatements were noted.
1 proposal submitted by shareholders
Proposal 4
This is a board-proposed charter amendment that phases out the classified (staggered) board structure over three years, moving to annual elections for all directors starting at the 2029 annual meeting. Annual director elections are a mainstream governance improvement that gives shareholders more frequent accountability over the board, and this proposal directly responds to the stockholders' overwhelming approval of a non-binding declassification request at last year's meeting. Under our policy, we support transitions away from classified boards even if the phase-in period is gradual, as the improvement from staggered terms to annual elections is a clear benefit for shareholders.
Meeting held July 16, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Justin Spencer | 97.8% | 41.2M | 926,172 | ✓ Elected |
| Mathew Arens | 96.5% | 40.6M | 1.5M | ✓ Elected |
Say on Pay
For 40.4M · Against 992,493 · Abstain 726,156
Auditor Ratification
For 54.4M · Against 26,050 · Abstain 2,049
Other Proposals
Proposal 4
Approval of the Restatement of the Company's Amended and Restated Certificate of Incorporation to Phase Out the Classified Board Structure
The 2026 Health Catalyst annual meeting presents four proposals: two new directors up for election (both exempt from the TSR trigger due to recent appointment), auditor ratification with a clean fee structure, a say-on-pay vote reflecting a pay program that is heavily performance-weighted and received 98% support last year, and a board-initiated charter amendment to declassify the board over three years. All four proposals receive a FOR vote determination under our policy.
18 companies disclosed in 2026 proxy filing
