Benjamin Landry
Health CatalystAbout Benjamin Landry
Benjamin Landry, 43, has served as General Counsel and Corporate Secretary of Health Catalyst since May 2023. He previously was Assistant General Counsel at Health Catalyst (2019–April 2023), held legal roles at athenahealth including Associate General Counsel (2015–2019), and was an associate at Nixon Peabody LLP (2011–2015). He holds a B.A. in English from Boston College and a J.D. from Northeastern University School of Law . As context for incentive alignment during his tenure, fiscal 2024 results included revenue of $306.6M (+4% YoY) and Adjusted EBITDA of $26.1M, with PRSU performance for FY2024 paying at 90.5% based on TSR percentile (28%), revenue growth (3.6%), and Adjusted EBITDA margin (8.5%) against targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Health Catalyst, Inc. | Assistant General Counsel | Jul 2019 – Apr 2023 | Supported legal and corporate matters ahead of promotion to General Counsel . |
| athenahealth, Inc. | Various legal roles incl. Associate General Counsel | Apr 2015 – Jul 2019 | Led product/commercial legal matters at a scaled health-tech platform . |
| Nixon Peabody LLP | Associate | Feb 2011 – Apr 2015 | Advised on corporate and securities law foundations for later in-house roles . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Base) | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2023 | 268,388 | 30% through Jun 30; 50% effective Jul 1 | 110,516 | 29,356 |
| 2024 | 391,667 | 50% | 195,833 | 99,740 |
Notes:
- 2024 company bonus funded via Adjusted EBITDA, with composite payout at 51% for NEOs including Landry .
Performance Compensation
2024 Annual Bonus Plan – Company Metric Outcomes (applies to Landry’s cash bonus payout)
| Category | Weight | Metric | Threshold | Target | Stretch | Actual | Achievement |
|---|---|---|---|---|---|---|---|
| Improvement | 16.7% | Client satisfaction (1–5) | 4.1 | 4.3 | 4.5 | 4.4 | 108% |
| Improvement | 16.7% | Team member engagement (1–5) | 4.1 | 4.3 | 4.5 | 4.4 | 108% (lower of the two used) |
| Improvement | 16.7% | Select clients w/ measurable improvements (%) | 50 | 70 | 75 | 60 | 70% |
| Improvement | 16.7% | # Measurable improvements (all clients) | 115 | 150 | 165 | 148 | 97% |
| Improvement | 16.7% | Projects on time (%) | 50 | 70 | 80 | 86 | 130% |
| Growth | 50.0% | Net new/Total Platform Clients (legacy) | 12/121 | 15/124 | 18/127 | 21/130 | 130% |
| Growth | 0.0% (included under Growth) | Dollar-based retention (legacy, %) | 104 | 110 | 112 | 100 | 0% (below threshold) |
| Funding Gate | — | Adjusted EBITDA ($M) | — | — | — | 26.1 | Funded (threshold exceeded) |
Result: Composite NEO achievement 51%, driving Landry’s 2024 cash bonus payout .
Long-Term Performance RSUs (PRSUs)
| Program | Metric | Weight | Threshold | Target | Actual (FY2024) | FY2024 Payout |
|---|---|---|---|---|---|---|
| 2024–2026 PRSUs | TSR vs Russell 3000 (percentile) | 25% | 25 | 55 | 28 | Included in 90.5% composite |
| 2024–2026 PRSUs | Revenue growth YoY (%) | 25% | 3.0 | 4.5 | 3.6 | Included in 90.5% composite |
| 2024–2026 PRSUs | Adjusted EBITDA margin (%) | 50% | 4.0 | 6.5 | 8.5 | Included in 90.5% composite |
| FY2024 total 90.5% |
| Program | Metric | Weight | Threshold | Target | Actual (FY2024) | FY2024 Payout |
|---|---|---|---|---|---|---|
| 2023–2025 PRSUs | TSR vs Russell 3000 (percentile) | 33.33% | 30 | 55 | 28 | 0% |
| 2023–2025 PRSUs | Revenue growth YoY (%) | 33.33% | 6.5 | 13.0 | 3.6 | 0% |
| 2023–2025 PRSUs | Adjusted EBITDA margin (%) | 33.34% | 3.0 | 6.5 | 8.5 | 33.3% |
| FY2024 total 33.3% |
Landry’s PRSU vesting on March 1, 2025:
- 2024–2026 PRSUs: 11,316 vested (FY2024 tranche) .
- 2023–2025 PRSUs: 2,222 vested (FY2024 tranche) .
Landry’s 2024 Equity Grants
| Date | Type | Shares | Grant-Date Fair Value ($) |
|---|---|---|---|
| Feb 20, 2024 | RSU | 75,000 | 728,250 |
| Feb 20, 2024 | PRSU (target) | 37,500 | 338,673 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Benjamin Landry | — | <1% (*) |
Note: “—” indicates no shares reported as beneficially owned under SEC rules; “*” denotes less than 1% .
Outstanding Equity Awards (as of Dec 31, 2024)
| Award Type | Grant Date | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| RSU | Feb 24, 2022 | 2,250 | 15,908 |
| RSU | May 3, 2023 | 10,000 | 70,700 |
| RSU | Oct 5, 2023 | 10,000 | 70,700 |
| RSU | Feb 20, 2024 | 50,000 | 353,500 |
| PRSU (2023–2025) | May 3, 2023 | 2,667 | 18,856 |
| PRSU (2023–2025) | Oct 5, 2023 | 10,667 | 75,416 |
| PRSU (2024–2026) | Feb 20, 2024 | 37,500 | 265,125 |
Vesting cadence:
- 2024 RSUs: 1/3 on Dec 1, 2024, then 8 roughly equal quarterly installments (3-year schedule) .
- 2023 RSUs: 25% at first anniversary of vesting commencement, then 12 quarterly installments (4-year schedule) .
- PRSUs: three annual tranches based on annual performance for each fiscal year in the cycle (2023–2025 or 2024–2026) .
2024 vesting/realization:
- Shares acquired on vesting in 2024: 44,194; value realized $371,926 .
Ownership alignment policies:
- Executive stock ownership guideline: 2× base salary for executive officers by Dec 31, 2027 (PRSUs and unearned options excluded) .
- Insider trading policy prohibits hedging and pledging; Section 16 officers generally may trade only under Rule 10b5‑1 plans and are subject to blackout windows .
Employment Terms
- Offer letter dated March 27, 2023; at-will; sets initial base, target bonus, and benefit eligibility .
- Executive Severance Plan (Tier 2 for executives other than CEO):
- Non‑CIC termination without cause: 9 months’ base salary and up to 9 months COBRA subsidy (subject to release) .
- CIC double‑trigger (involuntary termination without cause or resignation for good reason within 12 months post‑CIC): 100% of base salary + 100% of target bonus in lump sum, 12 months COBRA subsidy, full acceleration of time‑based equity, and PRSUs deemed earned at target (subject to release) .
- Estimated payouts if event occurred Dec 31, 2024 (stock at $7.07):
- Non‑CIC termination: Cash $307,500; Health $17,955; Total $325,455 .
- CIC double‑trigger: Cash $615,000; Health $23,940; Equity acceleration $870,204; Total $1,509,144 .
- Clawback policy compliant with Nasdaq/Section 10D effective Oct 2, 2023 (recoupment of erroneously awarded incentive compensation) .
- No tax gross‑ups; no single‑trigger CIC benefits .
Compensation Structure Details (for benchmarking and alignment)
- 2024 base salary increased to $410,000 effective March 1 (annualized 2024 salary paid: $391,667) with 50% target bonus .
- 2024 LTIP mix for NEOs: approximately 70% RSUs, 30% PRSUs; PRSUs weighted 50% Adjusted EBITDA margin, 25% TSR percentile vs Russell 3000, 25% revenue growth .
- 2024 Say‑on‑Pay support: ~99% approval (reinforces shareholder acceptance of pay design) .
- Peer group used to inform pay decisions includes Accolade, American Well, Definitive Healthcare, Everbridge, HealthStream, Model N, OptimizeRx, Phreesia, Sharecare, Yext, Zuora, Nutex Health, Grid Dynamics, National Research, among others .
Investment Implications
- Pay-for-performance alignment: Landry’s variable pay is driven by company-level operational and financial metrics (Adjusted EBITDA-funded pool; Growth/Improvement scorecard) and multi-year PRSUs tied to TSR, revenue growth, and profitability; FY2024 PRSU outcome at 90.5% shows leverage to profitability execution despite TSR/revenue shortfalls relative to targets .
- Retention and selling pressure: A sizable portion of Landry’s compensation is in RSUs/PRSUs with ongoing quarterly vesting, which can create periodic supply; however, trades are restricted to blackout windows and 10b5‑1 plans, and pledging/hedging is prohibited (mitigating governance risk) .
- Change-in-control economics: Double‑trigger severance (1× salary and 1× target bonus) plus full time‑based equity acceleration and PRSUs at target provide moderate CIC retention incentives without single‑trigger or tax gross‑ups, balancing retention and shareholder protections .
- Ownership alignment: Executive stock ownership guideline (2× salary by YE2027) and strong Say‑on‑Pay support indicate a maturing governance framework; Landry reported less than 1% beneficial ownership as of Mar 31, 2025, with alignment primarily through unvested equity and guideline trajectory .
Overall, Landry’s incentives are levered to sustained profitability (Adjusted EBITDA margin focus) and operational execution, with prudent CIC terms and robust trading/ownership policies that reduce governance red flags while indicating potential, scheduled vesting-related share supply events over the next 2–3 years .