Benjamin Graboske
About Benjamin Graboske
Benjamin Graboske is Executive Vice President of Technology & Engineering and Chief Data Officer at Definitive Healthcare (DH), appointed in March 2025. He is 55 and holds B.A. degrees in Physics and French from UC Berkeley; previously he led Mortgage Data & Analytics at ICE (Sep 2023–Mar 2025) and earlier ran Black Knight’s Data & Analytics business (President 2019–2023; EVP 2016–2019; CTO 2014–2016) . Company performance context: FY2024 revenue grew 0.3% to $252.2M with 31% Adjusted EBITDA margin, though GAAP net loss was impacted by $688.9M goodwill impairment; cumulative TSR value in 2024’s pay-versus-performance table was $9.49 on a $100 base, versus peer group $47.16 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Intercontinental Exchange (ICE) | Head of Mortgage Data & Analytics | Sep 2023 – Mar 2025 | Oversaw mortgage data & analytics product lines, data strategy, and business operations . |
| Black Knight, Inc. | President, Data & Analytics | Jan 2019 – Sep 2023 | Led D&A business in mortgage/real estate/capital markets verticals . |
| Black Knight, Inc. | EVP, Data & Analytics | Mar 2016 – Jan 2019 | Senior leadership across data and analytics offerings . |
| Black Knight, Inc. | Chief Technology Officer | Sep 2014 – Mar 2016 | Technology leadership across platforms and data capabilities . |
External Roles
- No public company directorships or external board roles disclosed in the company’s 2025 proxy .
Fixed Compensation
- Base salary and target bonus for Graboske are not disclosed in the 2025 proxy (he was not a 2024 NEO; the named NEOs for FY2024 were Coop, Krantz, Booth, Shamsuddin Jensen, Moschella, Maack, Musslewhite) .
Performance Compensation
Company executive incentive frameworks (context for Graboske’s alignment with DH’s plans):
- Annual cash bonus metrics (2024 program for NEOs): equally weighted Annual Recurring Revenue (ARR) and Adjusted EBITDA Margin; actual attainment funded at 14% of target on each metric given ARR ~$246M vs $277M target and Adjusted EBITDA Margin 31% vs 35% target .
| Metric (50% each) | Threshold | Target | Maximum | Actual | Attainment |
|---|---|---|---|---|---|
| ARR ($M) | 255 | 277 | 293 | 246 | 14% of target . |
| Adjusted EBITDA Margin (%) | 30% | 35% | 37% | 31% | 14% of target . |
- Performance share units (2024 PSU framework for NEOs): one-year performance with 50% weighting to Net Dollar Retention and 50% to % of ARR from Enterprise Customers; earned at 85.7% of target based on NDR 85% and 68% ARR from Enterprise customers .
| PSU Metric (50% each) | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|
| Net Dollar Retention | 91% | 93% | 100% | 85% | 85.7% . |
| % ARR from Enterprise Customers | 65% | 67% | 69% | 68% | 85.7% . |
- Compensation governance signals: Company emphasizes variable pay, uses double-trigger vesting/severance on change-in-control, and maintains clawback, anti-hedging, and anti-pledging policies .
Note: The company has already begun shifting to multi‑year PSU designs (e.g., CEO’s 2025 PSUs: 3-year revenue and Adjusted EBITDA Margin with relative TSR modifier), indicating a longer-term pay-for-performance orientation that will influence senior executive packages going forward .
Equity Ownership & Alignment
- New-hire inducement equity: On March 3, 2025, DH granted Graboske 1,018,330 time-based RSUs under the 2023 Inducement Plan; vesting is 25% on April 1, 2026, with the remainder vesting in equal 6.25% quarterly installments over the next 3 years, subject to continued employment .
| Grant type | Grant date | Plan | Shares | Vesting schedule |
|---|---|---|---|---|
| RSUs (inducement) | Mar 3, 2025 | 2023 Inducement Plan | 1,018,330 | 25% on Apr 1, 2026; then 6.25% quarterly for 3 years . |
- Stock ownership guidelines: Executive officers (other than CEO and Executive Chairman) are required to hold DH stock valued at 3x base salary within 5 years; executives who are not yet compliant must retain 25% of net shares from equity vesting until compliant .
- Hedging/pledging: Insider policy prohibits hedging and pledging of company securities by directors, officers, and employees .
- Beneficial ownership: Graboske is not listed among named beneficial owners in the Security Ownership section as of April 1, 2025; large holders include Advent (57% of Class A), Spectrum affiliates (Class A and B), and Jason Krantz (Class A and B) .
Employment Terms
- Role and start date: EVP of Technology & Engineering and Chief Data Officer; joined March 2025 .
- Equity: Inducement RSUs as above; no options disclosed .
- Clawback: Executive compensation is subject to the company’s Incentive Compensation Recoupment Policy (effective Oct 2, 2023) aligned with SEC/Nasdaq rules .
- Severance and change-in-control frameworks (company-level; individual agreement terms for Graboske not disclosed):
- Non‑change‑in‑control Severance Plan for Executives: upon a qualifying termination without cause, Tenured Eligible Employees receive 9 months salary continuation, pro‑rated target bonus if separation is on/after July 1, up to 9 months COBRA, and acceleration of time‑vesting equity that would have vested in 9 months (6 months for non‑tenured) .
- Change‑in‑Control Severance Plan for Executives: during the CIC period, qualifying termination without cause provides 12 months salary continuation, target bonus, and up to 12 months COBRA (company uses double‑trigger protections) .
- Executive stock plans and award agreements generally provide that, upon qualifying termination in connection with a CIC, time‑based RSUs accelerate and performance awards vest based on actual or target performance as specified (illustrated for NEOs) .
Investment Implications
- Incentive alignment and retention: A sizeable time‑vested inducement RSU with a one‑year cliff to April 1, 2026, followed by quarterly vesting, creates strong retention incentives through 2029 and aligns compensation with shareholder value via stock exposure; executive ownership guidelines and the anti‑hedging/pledging policy further support alignment .
- Potential selling pressure: The April 1, 2026 first‑vest date introduces a defined supply event (25% of inducement RSUs) that could add incremental insider selling pressure depending on trading plans and window availability; subsequent quarterly vests distribute supply over time .
- Execution upside and risks: Graboske brings deep data and analytics leadership from ICE/Black Knight; success will hinge on re‑accelerating ARR and improving retention/upsell amid DH’s transition, where 2024 saw flat revenue, 31% Adjusted EBITDA margin, and prior goodwill impairments, with 2025 guidance implying lower revenue and margin versus 2024 (context for near-term hurdles) .
- Governance and pay quality: Company frameworks emphasize variable, performance‑linked pay with double‑trigger CIC protections and a formal clawback, and 98% say‑on‑pay support in 2024 indicates investor acceptance of the compensation design, a positive signal for pay‑for‑performance credibility as new leaders onboard .