Independent
Tenure on this board
4.7 yrs
Also a director at
Niq Global Intelligence PLC (NIQ)
3 nominees · 4 ballot items.
Election of three Class II directors; Ratification of Deloitte & Touche LLP as independent registered public accounting firm; Approval to increase shares under the 2021 Equity Incentive Plan by 15,000,000; Advisory approval of named executive officer compensation.
Elect three Class II directors (Chris Egan, Samuel A. Hamood, and Sastry Chilukuri) each for a three-year term expiring in 2029.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve an amendment to the 2021 Equity Incentive Plan to increase the number of shares authorized for grant by 15,000,000 from 30,972,789 to 45,972,789.
The proposal seeks shareholder approval for Amendment No. 1 to the Definitive Healthcare Corp. 2021 Equity Incentive Plan to increase the share reserve by 15,000,000 shares (from 30,972,789 to 45,972,789). Management frames this as necessary to support equity-based compensation that aligns employee and shareholder interests, preserve cash, and allow the company to attract and retain talent. The company reports 5,995,317 shares available for grant as of March 31, 2026 and 18,942,446 shares subject to outstanding awards, with RSUs that vest on time-based and/or performance criteria. The amendment is required under Nasdaq listing rules because it is a material amendment to the equity compensation plan and requires a majority vote. The board recommends a vote FOR, arguing that without additional shares the company may be unable to grant competitive equity awards, which could impede recruitment and retention. Approving the increase will have a dilutive effect on existing shareholders; the filing notes the specific mechanics including automatic annual increases and share recycling provisions, and explains limits on director awards and anti-repricing protections. Analysts should weigh the operational need to grant equity for retention and pay-for-performance design against dilution and the pace of historical award usage; given the company’s compensation practices and near-term hiring/granting needs, management’s request is typical for a growth-stage company that uses RSUs/PSUs as a primary retention tool.
An advisory, non-binding vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal requests a non-binding shareholder vote to approve the Company’s named executive officer compensation as disclosed in the proxy materials. Management defends its compensation program as pay-for-performance, with long-term equity awards and a mix of RSUs and PSUs to align interests with shareholders; the company cites prior strong shareholder support (82% in 2025). A ‘‘FOR’’ vote signals continued shareholder acceptance of the company’s compensation philosophy; a significant ‘‘AGAINST’’ vote would prompt HCM & Compensation Committee review of pay practices. Given the company’s disclosure of substantial equity grants to executives and its emphasis on alignment mechanisms (performance conditions, TSR modifiers, clawback/recovery provisions), analysts should consider whether realized performance outcomes and shareholder returns support the magnitude and structure of pay, and whether ongoing dilution from equity grants (and the Plan increase if approved) alters the evaluation. The non-binding nature means the Board retains discretion but will consider results when setting future compensation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ADVENT INTERNATIONAL, L.P. | 55.79% | 58,869,889 | $72M |
| 2 | GOLDMAN SACHS GROUP INC | 5.65% | 5,963,329 | $7M |
| 3 | ADVENT INTERNATIONAL, L.P. | 3.43% | 3,623,787 | $4M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 1.77% | 1,866,329 | $2M |
| 5 | D. E. Shaw Co., Inc.Activist | 1.66% | 1,749,618 | $2M |
| 6 | BlackRock, Inc. | 1.47% | 1,547,277 | $2M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 1.47% | 1,546,516 | $2M |
| 8 | BlackRock, Inc. | 1.15% | 1,214,786 | $1M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.99% | 1,047,901 | $1M |
| 10 | STATE STREET CORP | 0.81% | 856,178 | $1M |
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