Kevin Coop
About Kevin Coop
Kevin Coop (age 60) has served as Chief Executive Officer and a director of Definitive Healthcare Corp. since June 24, 2024, bringing extensive go‑to‑market leadership across data/analytics businesses (DailyPay CEO; senior roles at Dun & Bradstreet, Black Knight, ServiceLink, Verisk) and a B.A. from UCLA . 2024 company performance: revenue $252.2M (+0.3% YoY), ARR >$245M (-3% YoY), adjusted EBITDA margin 31%; GAAP net loss included a $688.9M goodwill impairment reflecting stock price-driven market cap declines . Say‑on‑pay support was 98% in 2024, and board leadership separates the Executive Chairman and CEO roles (Executive Chairman: founder Jason Krantz) .
Past Roles
| Organization | Role | Years | Strategic impact/experience (disclosed) |
|---|---|---|---|
| DailyPay Inc. | Chief Executive Officer; Director | 2022–2024 | CEO of financial services worktech firm |
| Dun & Bradstreet Holdings | President North America (2020–2022); Chief Commercial Officer (2019–2020); Chief Revenue Officer (2019) | 2019–2022 | Operational and go‑to‑market leadership in commercial data/analytics |
| Black Knight, Inc. | President, Data Analytics division | 2014–2019 | Led software/data/analytics division |
| ServiceLink (Fidelity National Financial) | EVP | 2012–2014 | Executive leadership in services subsidiary |
| Verisk Analytics | President, Financial Services business lines | 2005–2012 | Data analytics leadership; board cites “transformational change” track record |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Definitive Healthcare Corp. | Director (Class I) | 2024–present | Appointed June 24, 2024; Class I nominee for 2025 election |
| — | — | — | No committee memberships disclosed for Mr. Coop (management director) |
Fixed Compensation
| Component | 2024 Detail | Notes |
|---|---|---|
| Base Salary | $500,000 (annual rate) | Set in Employment Agreement upon appointment as CEO (effective 6/24/2024) |
| Benefits/Perqs | 100% company-paid health premiums; $75,000 relocation; $25,000 legal fees | Per Employment Agreement/onboarding |
Performance Compensation
| Annual Incentive (2024) | Target | Actual | Structure |
|---|---|---|---|
| Target bonus | 100% of base salary (pro‑rated to $259,722 for 2024 service) | $92,201 (36% of target) | 75% Company financials (ARR, Adj. EBITDA margin); 25% individual goals |
| Company metrics (50%/50% weighting) | ARR Target $277M; Threshold $255M; Max $293M | ARR Actual $246M (14% attainment) | Straight-line interpolation; company portion funded at 14% |
| Company metrics (50%/50% weighting) | Adj. EBITDA Margin Target 35%; Threshold 30%; Max 37% | Actual 31% (14% attainment) | Same as above |
| Individual component | 25% of formula | Paid at 100% for Coop (focus: assessment, operational plans, 3‑yr plan) | HCM & Compensation Committee determination |
| Long‑Term Incentives | Award | Shares/Structure | Vesting |
|---|---|---|---|
| 2024 CEO new‑hire RSUs | RSUs | 1,170,047 (6/24/24) + 186,192 (7/4/24) | 25% on 7/1/2025; then 6.25% quarterly for 3 years |
| 2024 Value Creation PSUs | PSUs | 1,137,038 at full achievement | Stock‑price hurdles: $10 (200,000 by 6/24/26); $15 (266,667 by 6/24/28); $20 (300,000 by 6/24/28); $27 (370,371 by 6/24/28). 30‑day avg price test; service‑based certification |
| 2025 CEO PSUs | PSUs (target 1,283,096) | 3‑year performance plan | Cumulative 3‑yr goals: Revenue (50%) + Adj. EBITDA Margin (50%); TSR modifier vs Health Care Technology peers (max 1.2x; capped at 1.0x if absolute TSR negative) |
Notes on insider selling pressure:
- Initial vesting event on 7/1/2025 for 25% of Mr. Coop’s 2024 new‑hire RSUs; remaining RSUs vest quarterly thereafter; any earned PSUs vest upon hurdle achievement and certification (schedules above) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 4/1/2025) | No Class A or Class B shares reported as beneficially owned (no units vesting within 60 days) |
| Outstanding equity (12/31/2024) | RSUs: 1,356,239 unvested; PSUs: 1,137,038 unearned/outstanding at target structure above |
| Options | None outstanding (company had no stock options outstanding at 12/31/2024) |
| Ownership guidelines | CEO 6x base salary; 5‑year compliance window; executives required to retain 25% of net shares until compliant; all NEOs (incl. Coop) “on track” as of 12/31/2024 |
| Hedging/pledging | Prohibited (anti‑hedging and anti‑pledging policy) |
| Clawback | Dodd‑Frank/Nasdaq‑compliant incentive compensation recoupment policy (effective 10/2/2023) |
Employment Terms
| Provision | Non‑CIC Qualifying Termination | CIC Period Qualifying Termination |
|---|---|---|
| Cash severance | 12 months base salary | 18 months base salary |
| Bonus | Prior‑year unpaid bonus (if any) + target bonus for current year (lump sum) | Prior‑year unpaid bonus (if any) + 1.5x target bonus (lump sum) |
| Equity vesting | Full acceleration of Initial RSU Grant; 12 months acceleration of other time‑based equity; earned portions of Value Creation PSUs if price hurdles met before termination certification | Full acceleration of all time‑based equity; performance awards (other than Value Creation PSUs) vest at greater of target or actual; Value Creation PSUs per terms; all subject to double‑trigger and release |
| COBRA | 12 months | 18 months |
Reference: Coop Employment Agreement summary in 2025 Proxy; CIC window: 3 months pre‑ and 18 months post‑CIC for Coop .
Board Governance
- Role/tenure: Director since June 24, 2024; Class I nominee for election at 2025 annual meeting (term to 2028 if elected) .
- Board/Chair structure: Separate Executive Chairman (Jason Krantz) and CEO; Board believes separation enhances oversight and objectivity .
- Committees: Audit (Hamood‑Chair, Winters, Chilukuri), HCM & Compensation (Larsen‑Chair, Haywood, Young), Nominating & Governance (Young‑Chair, Stephenson, Chilukuri). Coop is not listed on committees .
- Independence: Coop is management (not independent); majority of the board is independent under Nasdaq rules .
- Executive sessions: Regular sessions of non‑management and independent directors; independent presiding director leads sessions .
- Attendance: Board held 14 meetings in 2024; all directors attended at least 75% of meetings during their service periods .
- Director pay: Employee directors do not receive director compensation .
Compensation Committee Analysis
- Committee/Chair: HCM & Compensation Committee chaired by Jill Larsen; members independent .
- Advisor: Pearl Meyer serves as independent compensation consultant; independence affirmed .
- Pay philosophy: Emphasize variable and long‑term equity; target competitive levels around market median; use caps; ownership guidelines; anti‑hedging/pledging; double‑trigger CIC benefits; no tax gross‑ups .
- 2024 Peer group: Adjusted to better reflect sector/fit; removed Braze, Phreesia; added EverCommerce, Consensus Cloud Solutions, and Dun & Bradstreet (comparator) .
- Say‑on‑pay: 98% approval in 2024; no significant changes made due to strong support .
Performance & Track Record
| Metric/Highlight (Company-level) | 2024 Result/Disclosure |
|---|---|
| Revenue | $252.2M (+0.3% YoY) |
| ARR | >$245M (−3% YoY vs $253.9M) |
| Enterprise customers >$100k ARR | 519 (−4% YoY); 68% of ARR |
| GAAP Net loss | $(591.4)M, driven by $688.9M goodwill impairment (market‑cap driven triggers); prior‑year net loss $(289.6)M with $287.4M impairment |
| Adjusted EBITDA | $79.1M (31% margin) vs $74.5M (30% margin) in 2023 |
| Reasons for 2024 underperformance | Lower renewals; claims data supply chain disruption; restructuring and executive transitions; actions taken to improve margin and strategy |
Note: Pay‑versus‑performance data shows cumulative TSR deterioration through 2024 (illustrative $100 investment value $9.49), reflecting significant share price pressure ahead of Coop’s appointment; the company selected Adjusted EBITDA Margin as a key measure .
Director Compensation (as applicable to dual role)
- Employee directors (including the CEO) receive no director retainers or equity under the non‑employee policy; only non‑employee directors receive annual retainers and RSU grants .
Equity Ownership & Vesting Schedule Details (Supply/Alignment Signals)
| Award | Grant | Shares | Vesting schedule | Potential supply note |
|---|---|---|---|---|
| CEO new‑hire RSUs | 6/24/2024 | 1,170,047 | 25% on 7/1/2025; 6.25% quarterly thereafter | First vest on 7/1/2025 (25% of award) |
| CEO make‑up RSUs | 7/4/2024 | 186,192 | Same as above | Same initial vest timing |
| Value Creation PSUs | 6/24/2024 | 1,137,038 (tranches) | Price hurdles: $10 (by 6/24/26), $15/$20/$27 (by 6/24/28); 30‑day avg; service‑based certification | Earn as hurdles achieved; no time‑based rolling vest other than hurdle achievement |
Policy overlays (mitigating risk): anti‑hedging/pledging; clawback; CEO ownership requirement 6x salary with 5‑year runway .
Employment & Contracts (Retention/Exit Economics)
- Term: Employment Agreement dated May 20, 2024 (effective at appointment) .
- Non‑CIC severance: 12 months salary; target bonus for year of termination; 12 months COBRA; Initial RSU Grant fully accelerates; 12 months acceleration for other time‑based equity; earned Value Creation PSUs vest if hurdles achieved before termination certification .
- CIC severance (double‑trigger; CIC window = 3 months pre/18 months post): 18 months salary; 1.5x target bonus; 18 months COBRA; full acceleration of time‑based equity; performance awards vest at greater of target or actual (Value Creation PSUs per terms) .
- Clawback and restrictive policies: Company‑wide clawback; anti‑hedging/pledging; stock ownership guidelines .
Compensation Structure Analysis (Signals)
- High equity mix with front‑loaded new‑hire package (RSUs + price‑hurdle PSUs) aligns wealth to sustained share appreciation and operational goals (2025 PSUs on revenue and margin) .
- Annual bonus design tightened to ARR and Adj. EBITDA margin; 2024 payout well below target given underperformance (14% corporate funding) indicating pay‑for‑performance discipline .
- CIC protection is double‑trigger with 1.5x bonus multiple and 18‑month salary—market‑standard; no tax gross‑ups disclosed .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 98% of votes cast .
- Program features emphasized: variable pay, long‑term focus, ownership guidelines, clawback; independent consultant; peer calibration .
Investment Implications
- Alignment: Significant unvested RSU/PSU overhang with first RSU cliff on 7/1/2025 creates a predictable supply calendar; anti‑hedging/pledging and 6x ownership guideline support long‑term alignment .
- Performance sensitivity: 2024 underperformance drove low annual bonus funding (14% corporate component); 2025 CEO PSU plan ties value realization to multi‑year revenue and EBITDA margin with relative TSR modifier, sharpening operating and shareholder return focus .
- Retention/transition risk: Market‑standard double‑trigger CIC terms reduce change‑in‑control friction; new‑hire equity with performance hurdles both retains and concentrates outcomes on value creation milestones .
- Governance: Separation of Chair/CEO, majority‑independent board and robust policies (clawback, anti‑pledging) mitigate governance risk; employee director receives no director fees .