Health Catalyst (HCAT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for July 9, 2025, to be held virtually, with voting on key proposals and board elections.

• Shareholders of record as of May 15, 2025, are eligible to vote on the proposals.

• Proxy materials are primarily delivered electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Election of two Class III directors, Duncan Gallagher and Dr. Jill Hoggard Green, for terms expiring in 2028.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2025.

• Advisory vote to approve executive compensation (say-on-pay).

• Advisory vote on whether to initiate action to declassify the board, moving from a staggered to annual election structure.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven directors divided into three classes, with annual elections for one class.

• Majority of directors are independent per Nasdaq standards; board chair is an independent director.

• Committees include audit, compensation, and nominating/governance, all composed of independent directors.

• Board conducts annual self-evaluations and encourages director education.

• Shareholders can submit proposals and director nominations per bylaws and SEC rules.