Ben Albert
Health CatalystAbout Ben Albert
Ben Albert, age 52, was appointed President and Chief Operating Officer of Health Catalyst (HCAT) effective September 16, 2025, after joining via the January 2025 acquisition of Upfront Healthcare Services, where he was co-founder and CEO (2016–2025) and then led HCAT’s Upfront business unit post-close . He holds a Bachelor’s from Western Michigan University and an MBA from the University of Illinois Chicago . As his HCAT tenure began in September 2025, company TSR, revenue growth, and EBITDA growth “during his tenure” are not yet determinable; however, HCAT reported FY2024 revenue of $306.6M (+4% Y/Y) and Adjusted EBITDA of $26.1M (vs. $11.0M in 2023), framing the operating context into which he was hired .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Upfront Healthcare Services, Inc. | Co-Founder & Chief Executive Officer | 2016–Jan 2025 | Built patient activation platform; exited to HCAT in Jan 2025 . |
| Health Catalyst – Upfront business unit | CEO, Upfront business unit (post-acquisition) | Jan 2025–Sep 2025 | Led business integration prior to appointment as HCAT President & COO . |
| Health Catalyst | President & Chief Operating Officer | Sep 2025–Present | Day-to-day leadership across Product Engineering, Technology Delivery/Support, Growth, Operations, Finance, and Corporate Strategy; working alongside CEO ahead of 2026 CEO transition . |
External Roles
No public company directorships or Item 404 related-party transactions beyond consideration received as an Upfront shareholder at closing; HCAT disclosed he received ~$1,209,872 cash and 269,765 HCAT shares at close and has earn-out rights contingent on 2026 targets . Company noted no other reportable relationships or family relationships .
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary | $475,000 (per Offer Letter dated Sep 5, 2025) . |
| Target Annual Bonus | 75% of base salary (cash-based target unless updated by plan) . |
| Indemnification | Standard form of indemnification agreement upon appointment . |
Performance Compensation
| Element | Grant/Metric Design | Vesting / Payout | Notes |
|---|---|---|---|
| RSUs (new hire) | 467,000 RSUs | 1/3 vests on Sep 10, 2026; remaining 2/3 vests in eight equal quarterly installments thereafter (i.e., 1/8 per quarter) . | Time-based vest, creates predictable vest events starting 9/10/2026 . |
| PRSUs (new hire) | 233,000 PRSUs with three-year performance period | Up to 1/3 may vest per measurement period (board-certified) over three years . | Metrics: TSR vs. Russell 3000, Adjusted EBITDA margin, and revenue growth rate . |
| Retention RSUs (acquisition-related) | 18,000 RSUs | 25% on Mar 1, 2026; remaining 75% in 12 equal quarterly installments thereafter (per Form 3 footnote) . | Granted in connection with Upfront deal . |
| Retention PRSUs (acquisition-related) | 16,573 PRSUs | Performance-vesting over multi-year period (structure consistent with executive PRSUs) . | Granted in connection with Upfront deal . |
Performance metric definitions and rationale mirror HCAT’s broader PRSU program (TSR percentile vs. Russell 3000; GAAP revenue growth; Adjusted EBITDA margin) used for other executives’ 3-year PRSUs in recent years . Annual bonus plan funding is historically tied to Adjusted EBITDA thresholds with balanced “Improvement” and “Growth” operational metrics; 2024 structure/payouts illustrate the pay-for-performance framework (Albert was not yet an NEO for 2024) .
Detailed performance-compensation table (design-level)
| Metric | Weight | Target Setting | Payout Curve | Vesting |
|---|---|---|---|---|
| Relative TSR (vs. Russell 3000) | 25% | Multi-year targets set by Comp Committee | Threshold to Target vesting with interpolation; up to 1/3 per period | PRSUs vest after board certifies achievement each year within the three-year performance period . |
| Adjusted EBITDA Margin | 50% | Annual targets per long-term plan | As above | As above . |
| GAAP Revenue Growth Rate | 25% | Annual targets per long-term plan | As above | As above . |
Equity Ownership & Alignment
Beneficial ownership as of initial Form 3 filing (9/26/2025):
- Direct: 92,870 shares .
- Indirect: 148,198 shares (Benjamin Albert Declaration of Trust), 28,697 shares (Albert Family Trust) .
- RSUs: 18,000 RSUs reported in Table I with time-based vesting (counted as non-derivative per footnote) .
- Total reported beneficial/non-derivative interests: 287,765 shares/RSUs (sum of the four lines above) .
Ownership as percent of shares outstanding: 287,765 / 70,730,884 ≈ 0.41% (HCAT shares outstanding as of Nov 5, 2025) .
Pledging/hedging: Company policy prohibits hedging and pledging for all directors, officers, employees, and consultants .
Stock ownership guidelines: Executive officers must hold shares equal to 2x base salary by Dec 31, 2027 measurement; CEO 6x, non-employee directors 5x; options and unearned PRSUs do not count . For Albert, the guideline implies a holdings value equal to at least 2×$475,000 by the first measurement (Dec 31, 2027) .
Vested vs. unvested and upcoming vesting events (potential selling pressure windows):
- 18,000 RSUs: 4,500 vest on 3/1/2026, then ~1,125 per quarter for 12 quarters .
- 467,000 RSUs: ~155,667 vest on 9/10/2026; remaining ~311,333 vests in eight quarterly tranches of ~38,917 shares each thereafter .
- 233,000 PRSUs and 16,573 PRSUs: vesting contingent on performance certification, up to 1/3 per year over three years .
- Trading windows: insider policy imposes quarterly blackout until the second full trading day after earnings release; trades also restricted when in possession of MNPI .
Employment Terms
- Start date: Appointed President & COO on September 16, 2025 (Offer Letter dated September 5, 2025) .
- Severance: Participant in HCAT’s Executive Severance Plan as of September 16, 2025 . Key economics (Tier 2 Executive—i.e., NEOs other than CEO):
- Without CIC (termination by company without cause outside CIC period): 9 months base salary and up to 9 months COBRA premium contributions, subject to release; paid over 9 months .
- With CIC (termination without cause or resignation for good reason within 12 months post-CIC): lump sum 100% base salary + 100% target bonus, 12 months COBRA premium contribution in lump sum, and full acceleration of time-based equity; performance awards vest at target .
- No excise tax gross-ups; 280G “best net” cutback applies if beneficial .
- Clawback: Compensation Recovery Policy compliant with Nasdaq Rule 5608 / Exchange Act Section 10D effective Oct 2, 2023; recovers incentive-based compensation erroneously received within three fiscal years preceding a required restatement (applies to current/former Section 16 officers) .
Investment Implications
- Pay-for-performance and alignment: New-hire PRSUs (TSR, EBITDA margin, revenue growth) plus material time-based RSUs create a balanced mix of retention and performance leverage. Participation in the executive severance plan is double-trigger for equity, mitigating windfall risk in a change-in-control .
- Near-term vesting overhang and potential supply: Time-based RSU cliffs begin March 1, 2026 (4,500 shares) and more significantly on September 10, 2026 (~155.7k shares), followed by sizable quarterly tranches (~38.9k/sh) thereafter. Blackout windows and 10b5-1 plans may modulate selling but vest cadence represents identifiable supply events .
- Additional alignment via acquisition consideration and earn-out: Albert received ~269,765 HCAT shares and ~$1.21M cash at the Upfront close, and retains earn-out rights tied to 2026 performance—further linking outcomes to shareholder value through at least YE2026 .
- Governance risk mitigants: Prohibitions on pledging/hedging, a Dodd-Frank compliant clawback, and stock ownership guidelines (2x salary by 2027) reduce misalignment risk. 2024 say‑on‑pay support was ~99%, signaling investor acceptance of HCAT’s compensation design .
- Execution focus: As President & COO during CEO transition, Albert’s mandate spans core operating levers (Product/Tech, Delivery, Growth, Ops, Finance, Strategy). Given HCAT’s 2024 improvements (Adj. EBITDA $26.1M vs. $11.0M), sustaining margin trajectory and revenue growth will be central to PRSU vesting and equity value realization .
Sources: Appointment, compensation, severance, and grants ; Upfront acquisition consideration and retention grants ; Form 3 beneficial ownership and RSU vesting schedule ; Shares outstanding (for ownership calc) ; 2024 financial performance ; Insider policy (blackouts, pledging/hedging) ; Clawback and ownership guidelines .