Jeff Haywood
About Jeff Haywood
Jeff Haywood, 46, is an independent Class III director whose term expires at the 2027 annual meeting; he has served on DH’s board since February 2015. He is a Managing Director at Spectrum Equity (joined February 2007), with prior roles at Thoma Cressey Equity Partners (associate) and Goldman Sachs (analyst). He holds a B.A. in Political Science and History from Duke University, and the board cites his finance/investment expertise and healthcare analytics experience as core credentials . The board affirmatively determined Mr. Haywood is independent under Nasdaq standards and specifically for service on the Human Capital Management & Compensation Committee, taking into account his Spectrum Equity role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spectrum Equity | Managing Director | Joined Feb 2007 | Private equity investment leadership in technology/healthcare/data; finance expertise |
| Thoma Cressey Equity Partners | Associate | Not disclosed | Growth equity experience |
| Goldman Sachs | Analyst | Not disclosed | Early-career analytical foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RxVantage | Director | Current | Private company; healthcare technology |
| Keylink Holdings, LLC | Director | Current | Private company |
| Everlywell | Board Observer | Current | Private company; healthcare |
Board Governance
- Committee assignments: Member, Human Capital Management & Compensation Committee (chair: Jill Larsen). Not on Audit; not on Nominating & Corporate Governance .
- Independence: Determined independent under Nasdaq; independent for service on the HCM & Compensation Committee .
- Attendance: Board held 14 meetings in 2024; HCM & Compensation held 5; all directors attended at least 75% of board/committee meetings during service periods .
- Tenure/class: Class III director; term expires at the 2027 annual meeting .
- Executive sessions: Non-management and independent directors meet in regular executive sessions led by an independent presiding director .
| Committee | Membership | 2024 Meetings |
|---|---|---|
| Audit | No | 8 |
| HCM & Compensation | Yes | 5 |
| Nominating & Corporate Governance | No | 4 |
Fixed Compensation
| Item | Amount/Policy | 2024 Actual (Haywood) |
|---|---|---|
| Annual cash retainer | $50,000 (non-employee directors) | $— (no director pay for Advent/Spectrum employees) |
| Committee chair fees | $20,000 (Audit, HCM); $10,000 (Nominating chair) | $— |
| Initial equity grant | RSUs valued at $300,000 upon joining (non-employee directors) | $— (no awards for Advent/Spectrum employees) |
| Annual equity grant | RSUs valued at $175,000; time-based vesting to next annual meeting (non-employee directors) | $— |
Policy note: Directors employed by Advent or Spectrum Equity do not receive compensation for board or committee service .
Performance Compensation
| Component | Terms | 2024 Actual (Haywood) |
|---|---|---|
| Options/SARs | Company does not grant stock options/SARs; no option-like instruments | None |
| Performance-based equity | Non-employee director equity is RSU-based and time-vested; no disclosed director performance metrics | None (no director awards for Advent/Spectrum employees) |
| Director performance metrics | None disclosed for director compensation; company’s pay-versus-performance metrics apply to NEOs (Adjusted EBITDA Margin, ARR, Stock Price, Relative TSR, Net Dollar Retention, % ARR from enterprise) | Not applicable |
Other Directorships & Interlocks
- Nominating agreement: Spectrum Equity (and affiliates) retains the right to designate one director so long as it beneficially owns ≥5% of outstanding common stock; Mr. Haywood is Spectrum Equity’s designee .
- Registration rights: Affiliates of Spectrum Equity are parties to the IPO registration rights agreement .
- Compensation committee interlocks: HCM & Compensation Committee members in 2024 (Larsen, Haywood, Young) were not DH officers/employees; the company is party to transactions with Advent and Spectrum Equity described in related-party section .
Expertise & Qualifications
- Finance and investment expertise in technology/healthcare/data, including service as director in healthcare analytics companies .
- Education: B.A. in Political Science and History, Duke University .
Equity Ownership
| Holder | Class A Shares | % Class A | Class B Shares | % Class B | Combined Voting Power |
|---|---|---|---|---|---|
| Jeff Haywood | 41,934 | * | — | — | * |
| Affiliates of Spectrum Equity | 1,441,657 | 1.3% | 13,843,158 | 35.5% | 10.3% |
- Stock ownership guidelines: Non-employee directors must hold ≥3x annual cash retainer and retain 25% of shares until compliant; however, directors who do not receive director compensation because their principal employment is with an investor fund (e.g., Advent/Spectrum) are not subject to these guidelines. As of Dec 31, 2024, all subject directors met guideline levels for their tenure .
- Anti-hedging/pledging: Company policy prohibits directors from hedging or pledging company securities .
Governance Assessment
- Strengths
- Independent status affirmed despite fund affiliation; serves on HCM & Compensation with independence specifically determined under Nasdaq rules .
- Attendance threshold met; Board and HCM & Compensation committee were active in 2024 (14 and 5 meetings, respectively), supporting oversight continuity .
- Anti-hedging/pledging and clawback policies enhance alignment and mitigate risk from inappropriate trading or restatements .
- Potential risks/RED FLAGS to monitor
- Control/representation: Spectrum Equity holds registration rights and a nominating right and is a >5% beneficial owner, with Mr. Haywood as its board designee; this can create perceived influence over board composition and decisions .
- Related-party context: Company discloses certain transactions/agreements with Advent and Spectrum Equity; while common in sponsor-backed structures, these arrangements warrant continued scrutiny for conflicts (e.g., TRA/rights agreements) .
- Alignment: Directors employed by Advent/Spectrum do not receive cash/equity director compensation, reducing direct board-level pay-at-risk; ownership exists but is primarily through affiliated funds, not individual director grants .
Overall: Independence and governance structures are disclosed and supported by policies, but sponsor-related rights and affiliations (nominating and registration rights; meaningful sponsor voting power) represent ongoing governance considerations for investor confidence that should be monitored across vote outcomes, committee decisions, and related-party disclosures .