Jason Krantz
About Jason Krantz
Executive Chairman and Founder of Definitive Healthcare; served as Interim CEO from January 16, 2024 to June 24, 2024. Age 52; BS in Finance and Computer Science (Boston College) and MBA (Harvard Business School). 2024 business performance under his board leadership and interim CEO tenure reflected transition: revenue $252.2M (+0.3% YoY), Adjusted EBITDA $79.1M (31% margin), ARR $245M (-3%), GAAP net loss $(591.4)M including a $688.9M impairment . 2024 say‑on‑pay support was 98%, indicating investor acceptance of the pay design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Definitive Healthcare | Founder, CEO; Interim CEO; Executive Chairman | CEO: 2011–Aug 2022; Interim CEO: Jan–Jun 2024; Executive Chairman: Aug 2022–present | Founder-led scaling; interim stabilization during leadership transition; ongoing board leadership |
| Infinata (BioPharm Insight) | Founder & CEO | 1999–2007 | Built SaaS intelligence for pharma; exited via sale to Pearson |
| Energy Acuity | Co‑founder | n/d | Built analytics on alternative energy markets |
| Xtelligent Media | Co‑founder | n/d | Built integrated marketing in healthcare |
| RainKing Solutions | Director | 2015–2017 | Private company data/insights; board service |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FINTRX | Director | Current | Data platform governance |
| MDCalc | Director | Current | Clinical decision support oversight |
| Boston College | Board of Trustees | Current | Institutional governance |
| Recovery.com | Director | Current | Health platform governance |
| Cariina, Inc. | Director | Current | Private company governance |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $428,655 | $91,460 | $52,000 |
| All Other Compensation ($) | $169,369 | $38,916 | $31,206 |
| Notes | Transitioned from CEO in 2022; Executive Chairman thereafter | Executive Chairman | Executive Chairman; served Interim CEO H1 2024 |
Performance Compensation
Annual Incentive (2024)
| Component | Weighting | Target | Actual | Payout Basis |
|---|---|---|---|---|
| ARR | 50% | $277M | $246M | Corporate portion funded at 14% of target |
| Adjusted EBITDA Margin | 50% | 35% | 31% | Corporate portion funded at 14% of target |
| Individual Performance (Interim CEO + Executive Chairman) | 25% of total bonus | Qualitative goals | 90% of target | Determined by HCM & Compensation Committee |
| 2024 Bonus Target | Corporate Result | Individual Result | Actual Payout ($) | Payout % of Target |
|---|---|---|---|---|
| $231,700 | 14% | 90% | $76,461 (paid as fully‑vested RSUs) | 33% |
Equity Awards (2024)
| Award Type | Grant | Target Amount | Performance/Terms | Actual Earned | Vesting |
|---|---|---|---|---|---|
| Annual RSUs | 386,991 RSUs | $3,789,000 RSUs target value | Time‑based | n/a | 25% on Feb 1, 2025; then 6.25% quarterly over 3 years |
| Supplemental RSUs | 30,761 RSUs | Included above | Time‑based | n/a | 100% vested on Feb 1, 2025 |
| Annual PSUs (NDR, % ARR from Enterprise) | 208,380 target PSUs | $4,390,000 PSU target value | NDR 50%: Target 93%, Actual 85%; Enterprise ARR 50%: Target 67%, Actual 68% | 178,582 PSUs eligible (85.7% of target) | 1/3 upon 2025 certification; 1/3 Feb 1, 2026; 1/3 Feb 1, 2027, continued service required |
| Interim CEO Relative TSR PSUs | 275,634 target PSUs | Special one‑time | 3‑yr Relative TSR vs Nasdaq SaaS/HCIT: 50th→50%; 60th→100%; 75th→200%; capped at 100% if absolute TSR negative; 45‑day averaging | TBD | Vests after performance period ending Dec 31, 2026 and certification; continued service required |
Equity Ownership & Alignment
| Holding | Shares | Percent | Voting Power |
|---|---|---|---|
| Class A (beneficial) | 860,306 | <1% of Class A | n/a |
| Class B (beneficial) | 21,299,157 | 54.6% of Class B | n/a |
| Combined Voting Power | — | — | 14.9% combined |
| RSUs vesting within 60 days (as of Apr 1, 2025) | 41,456 | — | — |
| Ownership detail (trust/direct) | DH Holdings trust: 450,000 Class A; 20,451,027 Class B; Direct: 368,850 Class A; 848,130 Class B | — | — |
- Stock ownership guidelines: Executive Chairman required to hold stock valued at 3x CEO’s base salary; compliance expected within 5 years; all NEOs on track as of Dec 31, 2024 .
- Anti‑hedging/anti‑pledging: Company prohibits hedging and pledging of Company securities .
- Clawback: SEC/Nasdaq‑compliant recovery policy effective Oct 2, 2023 for erroneously awarded incentive compensation .
Employment Terms
| Term | Provision |
|---|---|
| Role Agreement | Executive Chairman Agreement in place |
| Severance | No severance entitlements (other than equity treatment per award terms), plus accrued salary/bonus/benefits |
| Non‑Compete/Non‑Solicit | Confidentiality, assignment of inventions, non‑competition, and non‑solicitation during employment and two years thereafter |
| Insider Trading Policy | Applies to directors/officers; prohibits hedging/pledging; filed as exhibit to 2024 Form 10‑K |
| Clawback | Incentive Compensation Recoupment Policy per Section 10D/Nasdaq |
Board Governance
- Board role: Executive Chairman leading a separated Chair/CEO structure. Board believes separation improves objective oversight and CEO accountability; notes Mr. Krantz’s deep Company knowledge as founder/former CEO .
- Independence: Board affirmatively identified independent directors across committees; Executive Chairman role is a management position, not listed among independent directors .
- Committees: Audit (Hamood – Chair; Winters; Chilukuri), HCM & Compensation (Larsen – Chair; Haywood; Young), Nominating & Governance (Young – Chair; Stephenson; Chilukuri) .
- Board meetings: 14 meetings in 2024; all directors attended ≥75%; committees met 8 (Audit), 5 (Comp), 4 (N&G) times .
- Executive sessions: Non‑management and independent directors meet regularly in executive session with an independent presiding director .
- Nominating Agreement: Mr. Krantz has a designee right under the 2021 Nominating Agreements; he is his own designee and a Class I director nominee (term to 2028 if elected) .
Director Compensation and Ownership Guidelines
- Non‑Employee Director Compensation Policy and Stock Ownership Guidelines exist; guidelines adopted May 2022 for directors, March 2023 for executives .
- As Executive Chairman, Mr. Krantz is compensated as an executive rather than under the non‑employee director program .
Compensation Peer Group and Governance
- Independent compensation consultant: Pearl Meyer engaged; committee analyzed independence; no conflicts identified .
- 2024 compensation peer group includes DNB, VEEV, DOCS, ZI, CWAN, DV, SPT, HCAT, CCSI, EVCM, OLO, NCNO, CERT, AMPL, MTTR, OPRX, LAW, among others; refreshed to better reflect growth/sector fit .
- Pay design emphasizes variable pay, double‑trigger CIC vesting, stock ownership guidelines; prohibits tax gross‑ups and supplemental SERPs .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | 98% of votes cast approved NEO compensation |
Investment Implications
- Alignment: Very low cash salary ($52k) and substantial equity mix (RSUs, annual PSUs, and a large Relative TSR PSU grant) tightly link Mr. Krantz’s realized comp to shareholder outcomes; bonus paid as fully‑vested RSUs further increases “at‑risk” exposure .
- Ownership: Significant voting control via Class B shares (14.9% combined voting power) supports strategic continuity but concentrates governance influence; anti‑pledging policy reduces collateral‑driven selling risk .
- Vesting and potential supply: 2024 RSUs/PSUs have scheduled vesting into 2027; RSU tranches and PSU releases could create incremental share supply as they settle; the Relative TSR PSUs will only vest if multi‑year relative performance is achieved, with a cap if absolute TSR is negative—tempering windfall risk .
- Pay-for-performance calibration: Annual bonus framework penalized 2024 underperformance (14% corporate funding), while PSUs funded at 85.7% based on NDR and enterprise ARR mix—signals discipline and alignment with drivers of durable growth and margin .
- Governance: Dual role as Executive Chairman with separate CEO reduces CEO/Chair concentration risk; independent committees and regular executive sessions provide oversight; the nominating agreement designee right is a structural consideration for board independence and refreshment .