Sastry Chilukuri
About Sastry Chilukuri
Sastry Chilukuri (age 50) has served as an independent Class II director of Definitive Healthcare Corp. since September 2022. He is Chairman & CEO of Emmes Group (joined July 2023) and previously served as Co‑CEO of Medidata and Founder/President of Acorn AI; earlier, he was a Partner at McKinsey (2006–2019). He holds a B.Tech from IIT (BHU) Varanasi, an M.S. from The Ohio State University, and an MBA from Kellogg School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medidata (a Dassault Systèmes company) | Co‑Chief Executive Officer | Not disclosed | Led data/AI initiatives through Acorn AI |
| Acorn AI (Medidata) | Founder & President | Not disclosed | Built data science business in life sciences |
| McKinsey & Company | Partner | Jul 2006–Jan 2019 | Strategy and analytics leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Emmes Group | Chairman & CEO | Joined Jul 2023 | Services and AI solutions to government, biopharma, CROs |
| New Mountain Capital | Advisor | Not disclosed | Advisory role; no DH related-party transactions disclosed |
Board Governance
- Independence: Board affirmed Chilukuri is independent under Nasdaq rules and independent for Audit Committee service under Exchange Act Rule 10A‑3 .
- Committee assignments:
- Audit Committee – Member; Audit Committee met 8 times in 2024; he meets Nasdaq financial literacy requirements (audit financial experts designated are Hamood and Winters) .
- Nominating & Corporate Governance Committee – Member; committee met 4 times in 2024 .
- Attendance: In 2024, all directors attended at least 75% of Board/committee meetings during their service; Board held 14 meetings .
| Committee | Role | Meetings Held (2024) |
|---|---|---|
| Audit Committee | Member | 8 |
| Nominating & Corporate Governance | Member | 4 |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual cash retainer | $50,000 (paid to Venkat Group, LLC) |
| Committee chair fee | Not applicable (not a chair) |
| RSU grant (grant‑date fair value) | $151,456 |
| Total director compensation | $201,456 |
Policy context: Non‑employee directors receive $50,000 annual retainer; Chair retainers: $20,000 (Audit/HCM) and $10,000 (Nominating); annual RSU ~$175,000; initial RSU ~$300,000 upon joining; RSUs vest at the earlier of one‑year anniversary of the annual meeting or the next annual meeting .
Performance Compensation
- Director equity is time‑based RSUs (no options disclosed; no performance‑based equity for directors). Annual RSU value and vesting per policy below .
| Equity Element | Value | Vesting |
|---|---|---|
| Initial RSU (on joining Board) | $300,000 | Vests at earlier of one‑year anniversary of annual meeting or next annual meeting |
| Annual RSU (2024 policy) | $175,000 | Same vesting as above |
| Sastry RSUs unvested (12/31/2024) | 33,194 units | Per director vest schedule |
| RSUs vesting within 60 days of 4/1/2025 | 26,759 units | Scheduled vest within 60 days |
Other Directorships & Interlocks
| Company | Board Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company directorships disclosed for Mr. Chilukuri in DH’s proxy profile |
Additional governance context: Advent and Spectrum Equity have nominating rights pursuant to agreements; Advent holds significant voting power and is party to a voting agreement to proportionally vote “excess” shares above 40.3% due to the repurchase program .
Expertise & Qualifications
- Technology, data analytics, AI, and healthcare industry expertise; consulting background; Board notes his qualifications in technology and AI .
- Audit Committee financial literacy (not designated as an “audit committee financial expert”) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Ownership | Notes |
|---|---|---|---|---|
| Sastry Chilukuri | 64,448 | — | <1% | Includes 37,689 Class A via Venkat Group, LLC and 26,759 RSUs vesting within 60 days of 4/1/2025 |
- Director stock ownership guidelines: Non‑employee directors must hold shares equal to ≥3x annual retainer; 5‑year compliance period; until compliant, must retain 25% of shares from grants. As of Dec 31, 2024, all subject non‑employee directors met guideline level for their tenure .
- Anti‑hedging/pledging: Company policy prohibits hedging and pledging of Company securities by directors .
Insider Trades
| Period | Form 4 Transactions |
|---|---|
| 2024–2025 (as per proxy materials) | Not disclosed in the proxy; Company maintains an Insider Trading Policy |
Governance Assessment
- Board effectiveness: Chilukuri contributes deep AI/data expertise and healthcare analytics experience, with active service on Audit and Nominating & Governance, and independent status supporting robust risk oversight and selection/refresh processes .
- Independence and engagement: Affirmed independent (including Audit Committee independence) and at least 75% attendance in 2024, aligning with governance best practice participation levels .
- Compensation alignment: Director pay structure emphasizes equity via RSUs alongside a modest cash retainer; his 2024 mix ($50,000 cash, $151,456 RSUs) signals alignment with shareholder interests through time‑based ownership accumulation .
- Ownership alignment: He beneficially owns Class A shares and unvested RSUs; compliance with director ownership guidelines is on track for all directors by tenure, with anti‑hedge/pledge policy further reinforcing alignment .
- Potential conflicts and related‑party exposure: No related‑party transactions involving Chilukuri are disclosed; cash director fees were paid to Venkat Group, LLC (entity controlled by him), which is routine for pay disbursement. Broader governance risks include Advent’s significant voting power and related‑party service agreement with Encora (an Advent portfolio company), though mitigated by a voting agreement to proportionally vote “excess” shares above 40.3% .
- RED FLAGS: Concentrated shareholder influence (Advent 57% of Class A; 42.1% combined voting power) and an Advent‑affiliated services agreement with Encora may be perceived as governance risks; these are monitored under the Company’s related‑party transaction policy overseen by the Audit Committee .