Samuel Hamood
About Samuel A. Hamood
Independent director (Class II) at Definitive Healthcare since September 2020; age 56. President and Chief Financial and Administrative Officer at Culligan International (joined August 2019); previously held senior finance/executive roles at Deloitte & Touche, The Walt Disney Company, Hewlett Packard (EDS), TransUnion, and private equity healthcare CEO/CFO assignments. Education: B.B.A. in Finance (University of Iowa) and J.D. (Southwestern University School of Law); Certified Public Accountant (inactive). Term expires at the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Culligan International | President and Chief Financial and Administrative Officer | Joined Aug 2019 | Senior finance and administration leadership for global water solutions business |
| Deloitte & Touche; Walt Disney; Hewlett Packard (EDS); TransUnion | Various senior finance/executive roles | 30+ years cumulative experience | Led finance, operational, and executive leadership initiatives across public/private companies |
| Culligan (Board) | Director | 2016–2019 | Board oversight pre-joining as executive |
| Finch Therapeutics | Director | 2021–2022 | Governance oversight during biotech operations phase |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NielsenIQ (private) | Director | Current | Private-company board service in data/analytics |
| AccentCare (private) | Director | Current | Private-company board service in healthcare services |
Board Governance
- Committee assignments: Audit Committee Chair; not listed on HCM & Compensation or Nominating & Corporate Governance committees. The Audit Committee met 8 times in 2024; the Board met 14 times. All directors attended at least 75% of meetings during their service.
- Independence: Board affirmatively determined Hamood is independent under Nasdaq rules and Section 10A‑3 of the Exchange Act for Audit Committee service. He qualifies as an “audit committee financial expert.”
- Executive sessions: Non-management directors meet in executive session; independent presiding director leads, as defined in corporate governance guidelines.
- Lead roles: Serves as Audit Committee Chair; signed the Audit Committee Report recommending inclusion of audited financials in the 2024 Form 10‑K.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Paid quarterly; standard for non-employee directors. |
| Audit Committee Chair retainer (cash) | $20,000 | Chair premium for Audit Committee leadership. |
| 2024 RSU grant (grant-date fair value) | $151,456 | Non-employee director annual RSUs; time-based vesting aligned to annual meeting cycle. |
| 2024 Total director compensation (cash + equity) | $221,456 | Per director compensation table. |
| Cash fee payee | AMHAM DH, LLC | Cash fees were paid to a Hamood-controlled entity per disclosure. |
RSU vesting and ownership guidelines:
- Annual RSUs vest upon the earlier of one year from grant or the next annual meeting; initial RSUs on joining equal $300,000; annual RSUs $175,000. Directors must hold stock equal to ≥3x annual cash retainer; all directors subject to the guideline met their tenure-based ownership level as of Dec 31, 2024.
Performance Compensation
| Component | Metric | Target/Structure | Outcome |
|---|---|---|---|
| Performance-based director pay | None disclosed | Non-employee director equity is time-based RSUs; no performance metrics for director grants. | Not applicable. |
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| NielsenIQ | Private | Director | Data/analytics portfolio board service. |
| AccentCare | Private | Director | Healthcare services portfolio board service. |
| Finch Therapeutics | Private | Former Director (2021–2022) | Prior biotech governance role. |
| Culligan | Private | Former Director (2016–2019) | Pre-executive board tenure. |
Expertise & Qualifications
- Financial expert with CPA (inactive) credential; designated Audit Committee financial expert under SEC Item 407(d).
- Deep operational finance leadership in data/analytics and healthcare across public/private companies; JD adds legal/regulatory fluency beneficial for audit oversight.
- Board experience across healthcare and analytics portfolios (NielsenIQ, AccentCare; prior Finch Therapeutics).
Equity Ownership
| Security (as of Apr 1, 2025) | Amount | Notes |
|---|---|---|
| Class A common stock | 95,877 | Includes 51,582 held indirectly by AMHAM DH LLC; 17,536 directly; 26,759 unvested RSUs vesting within 60 days. |
| Class B common stock | 310,078 | Held by AMHAM DH LLC (paired with LLC Units; voting only, no economic rights). |
| Unvested RSUs outstanding (12/31/2024) | 26,759 | Director-level RSUs; time-based vesting. |
Anti-hedging/pledging:
- Company prohibits hedging and pledging of company securities by directors; clawback policy compliant with Nasdaq/SEC.
Governance Assessment
- Board effectiveness: Hamood enhances audit rigor as Audit Committee Chair and SEC-designated financial expert; Audit Committee met 8 times in 2024, with full Board attendance ≥75%, supporting oversight of financial reporting, controls, and cybersecurity risk.
- Independence and alignment: Board affirmed independence for Hamood; director stock ownership guidelines in place, and Hamood holds both equity (Class A and RSUs) and LLC-linked voting interests (Class B), supporting alignment with shareholders under the Up‑C structure.
- Compensation structure: Cash is modest and role-based; equity grants are time-based RSUs without performance metrics, typical for directors and aligned to service continuity; no meeting fees indicated.
- Potential conflicts/related-party exposure: Cash fees routed to AMHAM DH, LLC are disclosed; no related-party transactions specifically involving Hamood identified beyond payment conduit. Advent has board designees and a voting agreement capping excess voting at proportionate levels, but no Hamood-specific conflicts disclosed.
- RED FLAGS: None disclosed regarding hedging/pledging, option repricing, related-party transactions, or low attendance; director independence and audit expertise are positive signals for investor confidence.