Matt Ruderman
About Matt Ruderman
Matt Ruderman serves as Chief Legal Officer and Secretary of Definitive Healthcare (DH). He is identified as Acting Chief Legal Officer and Secretary in the 2023 proxy and as Chief Legal Officer and Secretary in the 2024 and 2025 proxies, where he signs formal meeting notices and is designated as the contact for stockholder communications and proposals . His remit covers governance communications, board-facing stockholder correspondence, insider trading policy administration, and participation in the Company’s incident response leadership alongside the CEO and CFO . Company performance context during his tenure includes FY2024 revenue of $252.2 million, ARR of ~$245 million, Adjusted EBITDA margin of 31%, and a GAAP net loss margin of (235%) driven by goodwill impairment charges .
Company performance context (FY 2024):
| Metric | FY 2024 |
|---|---|
| Revenue ($USD Millions) | $252.2 |
| ARR ($USD Millions) | $245.0 |
| Adjusted EBITDA Margin (%) | 31% |
| GAAP Net Loss Margin (%) | (235%) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Definitive Healthcare | Acting Chief Legal Officer & Secretary | 2023 | Formal proxy signatory; responsible for stockholder proposal process and annual meeting governance |
| Definitive Healthcare | Chief Legal Officer & Secretary | 2024–2025 | Governance lead; stockholder communications point; policy administration; proxy signatory |
Fixed Compensation
No compensation disclosure for Mr. Ruderman in the NEO tables; DH’s Summary Compensation Table covers CEO, Executive Chairman, CFO, COO, and select former executives, not the CLO .
Performance Compensation
No equity or bonus disclosures specific to Mr. Ruderman; 2024 PSU/RSU designs disclosed for NEOs and CEO, not CLO .
Equity Ownership & Alignment
- Beneficial ownership tables list directors, director nominees, and NEOs; Mr. Ruderman is not included, and no personal ownership is disclosed in the proxy .
- Company-level policies:
- Anti-hedging and anti-pledging: Prohibits hedging and pledging for directors, officers, and employees .
- Insider trading policy: Pre-clearance for “Designated Persons,” with the Chief Legal Officer overseeing approvals; quarterly blackout window and event-specific blackouts apply .
- Stock ownership guidelines: Apply to executive officers and non-employee directors; compliance tracked over a five-year horizon, though the proxy enumerates NEOs explicitly and does not specify the CLO .
Employment Terms
- Governance/communications: Stockholders are directed to communicate with the Board and submit proposals via the Chief Legal Officer and Secretary; Mr. Ruderman is designated as the addressee in DH’s bylaws/process .
- Incident response: The Company’s policy escalates cybersecurity incidents to executive leadership including the Chief Legal Officer .
- Change-in-control/severance: Detailed for NEOs in the proxy; no itemized employment agreement or severance terms disclosed for the CLO .
Performance Compensation (Company program design for context)
2024 annual bonus framework (applies to NEOs; not CLO): 75% financial metrics (ARR and Adjusted EBITDA margin) and 25% individual KPIs; actual financial attainment was 14% of target due to ARR $246M and Adjusted EBITDA margin 31% .
| 2024 Bonus Metric | Weight | Threshold | Target | Maximum | Actual | Attainment (% of target) |
|---|---|---|---|---|---|---|
| ARR ($USD Millions) | 50% | $255 | $277 | $293 | $246 | 14% |
| Adjusted EBITDA Margin (%) | 50% | 30% | 35% | 37% | 31% | 14% |
Long-term incentives (context): Company employs RSUs and PSUs; PSUs tied to NDR, Enterprise Customer ARR mix, and relative TSR for certain awards; CEO package includes stock-price hurdles; these designs signal pay-for-performance emphasis at the top team level .
Vesting schedules and insider selling pressure
- No CLO-specific grants or vesting schedules disclosed.
- Trading controls: Pre-clearance with CLO oversight; quarterly blackout windows; disclosure requirements for 10b5-1 plans by Section 16 Persons are noted at Company level .
Board Governance
- Mr. Ruderman is not a director; he serves as Secretary and the contact point for board communications and stockholder proposals .
- Committee structure (Company context): Audit, HCM & Compensation, Nominating & Governance committees; communications to Board are routed via the Chief Legal Officer .
Related Party Transactions and Policies
- Related party transaction policy requires notice to the Chief Legal Officer; the CLO participates in routing items to the Audit Committee for consideration .
- Voting agreement execution: Mr. Ruderman signed a voting agreement on behalf of DH in an 8-K, evidencing his role in corporate legal execution .
Risk Indicators & Red Flags
- Anti-hedging/pledging policy reduces alignment risk from hedging/pledging by insiders .
- Clawback policy (effective Oct 2, 2023) mandates recovery of erroneously awarded performance-based compensation from executive officers after certain restatements; Company prohibits indemnification/insurance for recovered amounts .
- Blackout windows and pre-clearance help mitigate insider trading risk; CLO oversees pre-clearance .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support was approximately 98% of votes cast, indicating strong shareholder approval of executive pay design; relevant to governance environment in which the CLO operates .
Investment Implications
- Limited individual disclosure: As CLO, Mr. Ruderman is not a NEO; absence of disclosed salary, equity awards, or ownership constrains direct assessment of his personal pay-for-performance alignment or potential selling pressure .
- Strong governance controls: Anti-hedging/pledging, clawback requirements, blackout windows, and CLO-led pre-clearance collectively reduce governance and trading risks tied to insiders, a positive for investor protections .
- Role centrality: As Secretary and governance conduit for stockholder communications and board matters, his position is materially relevant to information flow and compliance; continued reliance on CLO-led processes in incident response elevates his importance to operational risk management .
- Company context: 2024 performance was pressured (ARR down, impairment-driven losses), while adjusted profitability remained positive; this environment often elevates retention and execution risks across leadership, though specific retention economics for the CLO are not disclosed .