Chris Egan

About Chris Egan

Chris Egan (age 48) is a Class II director of Definitive Healthcare Corp. (DH), serving on the Board since July 2019. He is a Managing Partner at Advent International, previously an analyst at UBS, and holds a B.A. in English and Economics from Dartmouth College . His current term expires at the 2026 annual meeting; the Board has affirmed his independence under Nasdaq standards, explicitly considering his Advent affiliation .

Past Roles

External Roles

Board Governance

• Independence: Board affirmed Egan’s independence under Nasdaq, explicitly reviewing Advent affiliations (Egan and Young) and Spectrum affiliations (Haywood). Audit Committee independence is separately affirmed for other members .
• Committees: Egan is not listed on DH’s Audit, HCM & Compensation, or Nominating & Corporate Governance Committees for 2024; committee memberships and chairs are shown below .

• Attendance: In 2024 the Board met 14 times and all directors attended at least 75% of Board/committee meetings during their service; one of nine then-serving directors attended the 2024 annual meeting (directors invited, not required) . In 2023 the Board met 13 times; all directors attended ≥75%; two of ten then-serving directors attended the 2023 annual meeting .
• Executive sessions: Non‑management directors meet regularly in executive session without management present, with an independent presiding director .
• Board leadership: Executive Chairman leads the Board; roles of Chair and CEO are separated in 2025; Board retains flexibility on leadership structure .

Fixed Compensation

• DH’s non‑employee director policy: $50,000 annual cash retainer; additional chair retainers: Audit $20,000, HCM $20,000, Nominating $10,000; annual RSU grant valued at $175,000; initial RSU grant upon joining valued at $300,000. Directors who are employees of Advent or Spectrum Equity do not receive director compensation or RSUs .
• FY2024 actuals (DH Board): Egan received no director cash fees or equity awards (consistent with Advent employee status); selected peers shown for context .

Performance Compensation

• DH directors’ equity is time‑based RSUs per policy; no options; Egan did not receive RSUs due to Advent employee status .
• Director ownership guidelines require 3x cash retainer for non‑employee directors, but exclude directors who do not receive Board compensation due to investment fund employment (covers Advent/Spectrum nominees) .

Other Directorships & Interlocks

• Nominating agreements grant Advent two DH Board designees while ownership thresholds are met; Egan and Lauren Young are Advent’s designees. Spectrum Equity and Jason Krantz also have one designee each subject to thresholds. Vacancies of designee seats must be filled by the respective nominator .
• Registration rights agreement with Advent affiliates and others from IPO; ongoing rights can influence liquidity/timing of share sales by sponsor-affiliated holders .
• Advent is a major DH shareholder: funds managed by Advent beneficially own ~57.0% of Class A shares and ~42.1% combined voting power as of April 1, 2025, underscoring sponsor influence on governance .

Expertise & Qualifications

• Financial/investment expertise from Advent leadership and multiple board roles across software/data businesses .
• Industry familiarity with software/analytics relevant to DH’s healthcare commercial intelligence strategy .

Equity Ownership

• Beneficial ownership (as of April 1, 2025): Egan shows no Class A or Class B shares directly; disclaims beneficial ownership of Advent-held shares except to the extent of pecuniary interest .

Policy notes:

• Anti‑hedging/anti‑pledging: DH prohibits hedging and pledging for directors, officers, and employees .
• Clawback: Nasdaq‑compliant incentive compensation recoupment policy adopted Oct 2, 2023 .

Governance Assessment

• Committee assignments and attendance: Egan is not a committee member; Board‑level attendance is acceptable (≥75% for all directors), signaling baseline engagement .
• Independence with sponsor ties: Board explicitly evaluated Advent affiliation and affirmed independence; nonetheless, Advent’s nominating rights and ~42% voting power create potential influence and perceived conflicts, especially on matters affecting sponsor liquidity (registration rights) and governance (director slate) .
• Director compensation and alignment: Egan receives no DH director pay or RSUs due to Advent affiliation, limiting direct pay‑for‑performance alignment at DH but aligning with sponsor representation norms; director ownership guidelines exclude compensated fund employees, so Egan is exempt from the 3x retainer guideline .
• Investor confidence signals: 2024 say‑on‑pay passed with ~98% support, indicating broad shareholder approval of executive pay design; not director‑specific but supportive of overall governance posture .
• Related‑party/structure considerations: TRA liability ($63.2m recorded; potential additional $225.5m if realizable) and Up‑C LLC structure (Definitive OpCo) are structural features often present in sponsor‑backed companies; while not Egan‑specific, they reflect governance/financial obligations where sponsor influence may be relevant .

RED FLAGS: Sponsor control and nominating rights (Advent) that may constrain Board independence in practice; registration rights facilitating large holder exits; Egan’s lack of DH equity compensation/ownership (exempt status) reduces direct “skin‑in‑the‑game” at DH versus independent directors who receive RSUs .