Scott Stephenson

About Scott Stephenson

Scott G. Stephenson (age 67) has served as an independent Class III director of Definitive Healthcare (DH) since September 2023, with a current term expiring at the 2027 annual meeting . He is an Advisory Partner with Advent International and a Senior Advisor to The Boston Consulting Group; previously he was CEO (2013–2022), Chairman (2016–2022), President (2011–2022), and a director (2013–2022) of Verisk Analytics (VRSK). He has served on the board of Public Service Enterprise Group (PEG) since February 2020. He holds a B.S. from the University of Virginia and an MBA from Harvard Business School .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Mr. Stephenson is independent under Nasdaq rules; in doing so, it specifically considered his position as an Advisory Partner at Advent International .
• Committee assignments (2024): Member, Nominating & Corporate Governance Committee (Chair: Lauren Young). He is not on Audit nor HCM & Compensation Committees .
• Attendance: In 2024, the Board held 14 meetings; all directors attended at least 75% of Board and committee meetings during periods of service .
• Executive sessions: Non-management and independent directors meet in regular executive sessions per Corporate Governance Guidelines .
• Board structure: Executive Chairman (Jason Krantz) separate from CEO; classified Board with Mr. Stephenson in Class III (term to 2027) .

Fixed Compensation

Policy reference: Non-employee directors receive $50,000 annual cash retainer; Audit/HCM chairs +$20,000; NGC chair +$10,000; annual RSU grant targeted at $175,000, vesting at the earlier of one year or next annual meeting; initial RSU $300,000 upon joining .

Performance Compensation

• Non-employee director equity awards are time-based (RSUs) with no performance metrics; no options were granted to directors in 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Public company CEO/Chair experience at Verisk; deep data/analytics industry domain knowledge .
• Strategic advisory (BCG), investor affiliation experience (Advent) .
• Financial and governance literacy evidenced by senior executive and board roles; not designated as DH’s audit committee financial expert (that designation is held by Hamood and Winters) .

Equity Ownership

Fixed vs Equity Mix (Director Pay Signal)

• 2024 mix: ~$50,000 cash retainer vs ~$151,456 equity—equity-heavy, aligning director incentives with shareholder outcomes through time-based RSUs .

Potential Conflicts & Related-Party Exposure

• Advent affiliation: Mr. Stephenson is an Advisory Partner at Advent; DH’s Board reviewed this in its independence assessment and affirmed independence under Nasdaq rules .
• Shareholder influence framework: Advent has board nominating rights via agreements from the IPO; a 2024 Voting Agreement caps Advent’s voting above 40.3% to mirror the non-Advent vote proportion, mitigating control risk from buybacks that increased Advent’s stake .
• Related-party transaction (Advent portfolio): In Nov 2024, DH entered a ~$1.7 million one-year master services agreement with Encora, whose parent is majority owned by Advent; handled under related-person transaction policies .

RED FLAG watch: Advent ties (advisory role plus Advent’s significant ownership/nominating rights) represent a potential perceived conflict; the Board’s independence determination and the voting cap agreement partly mitigate this governance risk .

Board Engagement & Shareholder Signals

• Meeting attendance: Board-wide at least 75% attendance in 2024; NGC held 4 meetings (Mr. Stephenson is a member) .
• Executive sessions of independent/non-management directors held regularly .
• Say-on-pay: 98% approval at 2024 annual meeting (strong support for compensation practices) .
• Clawback: Dodd-Frank compliant clawback policy adopted effective Oct 2, 2023 .

Governance Assessment

• Positives:

  • Independent director with extensive public company leadership (Verisk CEO/Chair) and data/analytics domain expertise—additive to DH’s strategy oversight .
  • Active on the Nominating & Corporate Governance Committee, centralized for board evaluation/ESG governance—aligns with his profile .
  • Equity-heavy director pay and stock ownership guidelines enhance alignment; hedging/pledging prohibitions and clawback policy strengthen governance posture .

• Watch items / potential risks:

  • Advent relationship can present perceived conflicts given Advent’s governance rights and related-party engagements (e.g., Encora). Mitigants include Board’s explicit independence determination for Mr. Stephenson and the Advent voting cap agreement adopted in Nov 2024 .
  • Classified board (staggered terms) and sponsor nominating arrangements can reduce short-term accountability to minority shareholders; this is disclosed and should be weighed in overall governance risk evaluation .

• Bottom line: Stephenson brings strong boardroom and operating credentials in data/analytics with meaningful governance engagement at DH; investor confidence considerations revolve chiefly around managing the optics and substance of sponsor affiliations while maintaining independent oversight—areas where DH has instituted formal mitigants (independence review, voting cap, related-party vetting) .