Casey Heller
About Casey Heller
Casey Heller is Chief Financial Officer-designate of Definitive Healthcare (CFO effective June 2, 2025). She is 36 and joined DH in January 2024 as VP of FP&A, becoming SVP of Finance in October 2024; previously she spent 15 years at IBM in senior finance roles including VP of Investor Relations and Director of Treasury Strategy, with experience spanning enterprise forecasting, software FP&A, CFO chief-of-staff, and major transactions (Kyndryl spin and Red Hat deleveraging). She holds a B.S. in Business Administration (Finance) from Marist College . For context, DH’s 2024 results were mixed: revenue $252.2M (+0.3% y/y) and Adjusted EBITDA $79.1M (31% margin) amid a $(591.4)M GAAP net loss driven by goodwill impairment; ARR was ~$246M and enterprise mix 68% at year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Definitive Healthcare | SVP, Finance | Oct 2024–present (CFO effective Jun 2, 2025) | Leads commercial/operational finance, FP&A, investor relations; designated to succeed CFO . |
| Definitive Healthcare | VP, FP&A | Jan 2024–Oct 2024 | Stood up enterprise forecasting/FP&A during transition year . |
| IBM | VP, Investor Relations | Aug 2023–Dec 2023 | Led IR strategy and engagement for a Dow component-scale issuer . |
| IBM | Director, Investor Relations | Feb 2022–Aug 2023 | Drove disclosure, KPIs, and investor messaging . |
| IBM | Director, Treasury Strategy | Jun 2019–Mar 2022 | Liquidity/cap structure strategy; supported deleveraging post Red Hat . |
| IBM | CFO Chief of Staff; Software FP&A; Enterprise Forecasting | Various 2009–2023 | Enterprise forecasting leadership; supported Kyndryl spin execution . |
External Roles
- No public-company directorships or external board roles disclosed for Heller .
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $375,000 effective June 2, 2025 (promotion to CFO) . |
| Target annual bonus | 60% of base salary under the executive Cash Incentive Plan; pro-rated for 2025 given mid-year effective date . |
| Prior sign-on cash (at initial DH employment) | $250,000 paid Feb 2024; subject to pro‑rata repayment if employment ends before two-year anniversary (waived if terminated without cause) . |
| Legal fee reimbursement | Up to $10,000 for negotiation of the CFO offer letter . |
| Benefits | Eligible for executive benefits per company plans (401(k) match, health), and subject to clawback and stock-holding guidelines . |
Performance Compensation
| Plan/award | Metric(s) | Weighting | Target | Actual | Payout mechanics | Vesting |
|---|---|---|---|---|---|---|
| 2025 Executive Cash Incentive (CFO) | Not disclosed (company Cash Incentive Plan) | Not disclosed | 60% of base salary | Not applicable (future) | Per plan; pro-rated in 2025 | Cash; timing per plan . |
| 2025 Annual PSUs (CFO) | “Consistent with” annual performance-based program for similarly situated execs; specific metrics to be set by Board/HCM Committee | Not disclosed | $787,500 grant-date target value (share count set off 30-day average price at grant) | Not applicable (future) | Per 2025 annual PSU program terms | Per 2025 program; not disclosed . |
Note: While CE0 2025 PSUs use three-year Revenue and Adjusted EBITDA Margin (50/50) with a TSR modifier to 0.8–1.2x, capped if absolute TSR is negative, the company has not disclosed that Heller’s PSUs use the same structure; her PSUs will follow the 2025 program for similarly situated executives when granted .
Equity Ownership & Alignment
| Element | Details |
|---|---|
| Initial Promotion RSUs (CFO) | Target value $1,500,000; shares based on 30‑day average price before June 2, 2025; vests 50% on June 1, 2026 and the remaining 50% in equal quarterly installments over the next year (two-year total) . |
| 2025 Initial Annual Awards | RSUs $1,462,500 target value (25% cliff after 1 year, then quarterly); PSUs $787,500 target value per 2025 program; granted on or after June 2, 2025 in line with peer executives . |
| Stock ownership guidelines (executives) | Required ownership = 3x base salary for executive officers; five years to achieve; retention requirement (25% of net shares) until compliant . |
| Clawback policy | Company-wide clawback (SEC/Nasdaq compliant) for erroneously awarded incentive compensation in case of an accounting restatement; no indemnification or insurance reimbursement permitted . |
| Hedging/pledging | Hedging, short selling, and pledging of company stock are prohibited for directors, officers, and employees . |
| Insider ownership/pledging status | Individual share ownership levels and any pledges for Heller are not disclosed; company policy prohibits pledging . |
Potential selling pressure signals:
- A 50% cliff vest of Promotion RSUs on June 1, 2026, followed by quarterly vesting, concentrates a large liquidity event one year post‑start; Annual RSUs also have a one‑year cliff then quarterly vesting (new tranches beginning mid‑2026), which may add incremental supply around vest dates, subject to trading windows and personal choices .
Employment Terms
| Term | Heller-specific economics |
|---|---|
| Role effective date | CFO effective June 2, 2025 . |
| Employment-at-will; restrictive covenants | At-will; subject to the Company’s Assignment of Inventions, Non‑Disclosure, Non‑Solicitation, and Non‑Competition Agreement (terms not disclosed) . |
| Severance (no change in control) | If terminated without Cause or resigns for Good Reason: 12 months salary continuation; lump sum of (A) any unpaid prior-year bonus that would have been earned + (B) target bonus for the year of termination; acceleration of time-based equity that would have vested within 12 months post-termination; 12 months COBRA premium payments . |
| Change-in-control (CIC) protection | Eligible under the Company’s CIC Severance Plan; offer letter modifies bonus treatment to provide lump sum of unpaid prior-year bonus + target-year bonus upon a Qualifying Termination in a CIC context; other CIC terms per plan (not fully disclosed in 8‑K) . |
| Definitions | “Cause” and “Good Reason” definitions included; Good Reason covers pay cut (≥10%), material breach, relocation >30 miles, material diminution of duties/title, or failure to assume obligations post‑succession, with company cure rights . |
| Prior sign-on & relocation recoveries | $250,000 signing bonus and up to $100,000 relocation: both subject to pro‑rata repayment if employment ends within two years of payment; relocation repayment waived if terminated without Cause . |
Compensation Structure Analysis
- Strong equity tilt and front-loaded retention: A two-year, 50/50 promotion RSU schedule plus sizable annual RSU/PSU mix emphasizes retention and alignment, with clear one-year cliffs that can anchor tenure through mid‑2026 .
- Pay-for-performance scaffolding in place, metrics TBD: 2025 annual PSUs will follow the company’s executive program (metrics not yet disclosed for Heller); company-wide program design stresses variable pay, double-trigger CIC vesting, anti-hedging/pledging, and an SEC/Nasdaq-compliant clawback .
- Ownership alignment: Executives must meet 3x salary stock ownership in five years, with holding requirements until compliant—supporting long-term alignment for a newly promoted CFO .
- Governance context: Say‑on‑pay support was 98% in 2024, indicating investor acceptance of the compensation framework during leadership transitions .
Performance & Track Record (context)
- Company operating backdrop during Heller’s DH tenure: FY2024 revenue $252.2M (+0.3% y/y), Adjusted EBITDA $79.1M (31% margin); ARR ~$246M (down 3% y/y); GAAP net loss $(591.4)M due to goodwill impairment; management cited churn and market headwinds while prioritizing margin and product innovation .
- Compensation peer group used by DH (for benchmarking NEO pay): includes Veeva, Dun & Bradstreet, ZoomInfo, DoubleVerify, Doximity and others across health tech, SaaS, and data analytics—signaling the market pay context for senior executives in Heller’s cohort .
Equity Ownership & Alignment (expanded table)
| Policy/plan | Key provisions |
|---|---|
| Executive stock ownership | 3x salary requirement; five-year compliance window; 25% net share retention until met . |
| Clawback | Mandatory recovery after restatements; no indemnification or insurance reimbursement . |
| Hedging/pledging | Prohibited (options, collars, swaps, short sales, and pledging) . |
Investment Implications
- Retention risk appears mitigated near term: The one-year 50% cliff on Promotion RSUs and additional annual grants create meaningful unvested equity through at least mid‑2026, supplemented by 12‑month severance, target bonus protection, and partial acceleration (12 months) of time‑based equity upon a qualifying termination—reducing immediate flight risk for a first‑time public-company CFO .
- Alignment and risk controls: Ownership guidelines (3x salary), clawback, and anti‑hedging/pledging policies enhance alignment and reduce governance red flags; CIC terms are double‑trigger by policy, and Heller’s bonus treatment is clarified in both severance and CIC contexts, limiting discretionary outcomes .
- Potential selling pressure windows: A large vest on June 1, 2026 (50% of Promotion RSUs) and one‑year cliffs on annual RSUs could create supply around vesting and trading windows; monitoring Form 4s and 10b5‑1 plans around those dates is prudent .
- KPI transparency watch: The company shifted PSU frameworks at the CEO level to multi‑year revenue/Adjusted EBITDA margin with TSR modifiers in 2025; specific metrics for Heller’s 2025 PSUs are not yet disclosed, so future filings will be key to assess pay-for-performance rigor for the finance function .