Daniel Burton
Health CatalystAbout Daniel Burton
Daniel “Dan” Burton is Chief Executive Officer of Health Catalyst (HCAT) and a director, having served as CEO since October 2012 and on the board since September 2011; he holds a B.S. from Brigham Young University and an M.B.A. from Harvard Business School . As of March 31, 2025, Burton is 50 years old and is an employee director in Class II with a current term expiring in 2027 . 2024 operating performance highlights included 4% YoY revenue growth to $306.6M and Adjusted EBITDA improving to $26.1M from $11.0M in 2023; within long-term incentives, the 2024 portion of CEO PRSUs paid at 90.5% based on TSR percentile (28%), revenue growth (3.6%), and Adjusted EBITDA margin (8.5%) . On August 7, 2025, HCAT announced Burton will step down as CEO effective June 30, 2026 to pursue volunteer service, will support the CEO search, and will continue serving on the board .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Health Catalyst | President (prior), Adviser; then CEO | 2011–present (CEO since 2012) | Led scale-up through IPO and client/solution expansion . |
| HB Ventures, LLC | Co-founder | N/D | Private investment experience; early-stage company building . |
| Micron Technology | Led Corporate Strategy Group | N/D | Corporate strategy leadership in semiconductors . |
| HP Inc. | Strategy and marketing management roles | 8 years | Large-scale product/market leadership . |
| Boston Consulting Group | Associate consultant | N/D | Healthcare systems and technology advisory experience . |
External Roles
- No other public company directorships are disclosed for Mr. Burton in the 2025 proxy biography .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 150,000 | 0 (voluntary 100% reduction through 12/31/23) | 525,000 |
| Actual Cash Bonus Paid ($) | 0 (declined cash portion) | 0 (declined cash portion) | 267,388 |
| Stock Awards Grant-Date Fair Value ($) | 4,276,117 | 0 (declined new equity) | 4,685,318 |
- 2024 target bonus opportunity for CEO: 100% of base salary ($525,000 target) .
Performance Compensation
2024 Annual Bonus Plan (company metrics, cash payout; CEO payout 51% of target)
| Category | Weight | Metric | Threshold | Target | Stretch | Actual | Achievement |
|---|---|---|---|---|---|---|---|
| Improvement | 16.7% | Client satisfaction score (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% |
| Improvement | 16.7% | % projects on time | 50% | 70% | 80% | 86% | 130% |
| 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% |
| Growth | 50.0% | Net new / total Platform Clients (legacy) | 12/121 | 15/124 | 18/127 | 21/130 | 130% |
| Growth | — | Dollar-based Retention Rate (legacy) | 104% | 110% | 112% | 100% | 0% |
| Funding constraint | — | Adjusted EBITDA | ≥ threshold to fund | — | — | $26.1M (above threshold) | Pool funded |
- CEO cash bonus result: $267,388 (51% of target) .
2024–2026 PRSUs (CEO; 50% of LTIP in PRSUs for CEO)
| Performance Period | Metric | Weight | Threshold | Target | Actual | Weighted Perf. |
|---|---|---|---|---|---|---|
| 2024 (year 1) | TSR Percentile vs Russell 3000 | 25% | 25% | 55% | 28% | 19.4% |
| 2024 (year 1) | Revenue Growth Rate | 25% | 3.0% | 4.5% | 3.6% | 21.2% |
| 2024 (year 1) | Adjusted EBITDA Margin | 50% | 4.0% | 6.5% | 8.5% | 50.0% |
| 2024 result | Final vesting percentage | — | — | — | — | 90.5% |
- 2024 CEO grants: PRSU target 250,000 units (grant-date FV $2,257,818); RSU 250,000 units (grant-date FV $2,427,500) .
- RSU vesting cadence: one-third on December 1 of grant year, then ~8 equal quarterly installments thereafter (e.g., ~83,333 shares on 12/1/24; remainder quarterly) .
- 2025 program updates: CEO LTIP remains 50% RSUs / 50% PRSUs; 2025 PRSUs again weighted 25% TSR, 25% revenue growth, 50% Adj. EBITDA margin over 2025–2027; 2025 bonus to be paid 100% in PRSUs, capped .
Equity Ownership & Alignment
Beneficial Ownership (as of 3/31/2025)
| Holder | Shares | % Outstanding |
|---|---|---|
| Daniel Burton | 1,189,138 | 1.7% |
Outstanding Awards (as of 12/31/2024)
| Award Type | Grant Date | Units/Shares | Terms/Value |
|---|---|---|---|
| RSU | 2/18/2021 | 6,250 | Market value $44,188 |
| RSU | 2/24/2022 | 31,250 | Market value $220,938 |
| RSU | 2/20/2024 | 166,667 | Market value $1,178,336 |
| PRSU (unearned) | 2/18/2021 | 524 | Market value $3,705 |
| PRSU (unearned) | 2/20/2024 | 250,000 | Market value $1,767,500 |
| Options (exercisable) | 9/27/2018 | 80,728 @ $10.80 | Exp. 9/27/2028 |
| Options (exercisable) | 2/5/2019 | 107,873 @ $15.84 | Exp. 2/5/2029 |
| Shares vested in 2024 | — | 141,679 | Vesting value $1,187,574 |
- Options appear out-of-the-money at 12/31/2024: stock price used in proxy severance table $7.07 vs option strikes $10.80/$15.84, lowering near-term exercise pressure .
- Ownership/holding policies: hedging and pledging of company stock are prohibited under HCAT’s insider trading policy; trading is restricted during blackout windows, with limited exceptions including Rule 10b5-1 plans .
- Stock ownership guidelines: CEO must hold the greater of $1.8M or 6x base salary in HCAT shares by measurement beginning December 31, 2027; non-employee directors 5x annual cash retainer; other execs 2x base salary (stock options and unearned PRSUs do not count) .
Employment Terms
Executive Severance Plan (CEO)
| Scenario | Cash Severance | Target Bonus Severance | Health Benefits (COBRA equivalent) | Equity Acceleration | Total (illustrative at $7.07/sh) |
|---|---|---|---|---|---|
| Termination without cause (non-CIC) | 12 months base ($525,000) | — | $23,940 | — | $548,940 |
| Termination without cause or resign for good reason (within CIC window) | 150% base ($787,500) + 150% target bonus ($787,500) = $1,575,000 | Included above | $35,910 | Time-based equity fully vests; performance-based deemed at target; value $3,214,665 | $4,825,575 |
- Plan features: “double-trigger” CIC protection (requires qualifying termination within CIC window); non-CIC severance payable over 12 months; CIC severance paid lump-sum; performance awards deemed satisfied at target upon CIC qualifying termination .
- Clawback policy: adopted effective October 2, 2023, compliant with Nasdaq/SEC rules; applies to current/former Section 16 officers for erroneously awarded incentive-based compensation .
- No tax gross-ups on severance or CIC benefits (explicitly listed among governance “what we do not do”) .
- CEO initial offer letter dated September 26, 2011 (at-will employment) .
Board Governance
Board Service and Roles (HCAT)
| Item | Detail |
|---|---|
| Director since | 2011 (Class II) |
| Current term expires | 2027 |
| Board role | CEO and Director (employee director) |
| Committee roles | None (committees comprised of independents) |
| Board leadership | Independent Chair: John A. Kane |
| Board structure | Classified board (Class I/II/III); advisory proposal to declassify submitted in 2025 |
| Meeting attendance | Board held 5 meetings in 2024; each director attended ≥75% of board/committee meetings |
| Director compensation | Employee directors receive no additional board pay; Burton receives only NEO compensation |
- Compensation Committee (independent; Chair: Julie Larson-Green) oversees executive pay; uses Aon as independent consultant; reviews market percentiles (25th/50th/75th) without strict benchmarking .
- Governance safeguards include code of conduct, insider trading policy, and majority independent board/committees .
Performance & Track Record
- 2024 financials: revenue $306.6M (+4% YoY), technology revenue $194.9M (+4%), professional services $111.7M (+3%); GAAP net loss improved to $(69.5)M from $(118.1)M; Adjusted EBITDA $26.1M vs $11.0M in 2023 .
- Operating KPIs: 21 net new Platform Clients (legacy), total 130; dollar-based retention (legacy) 100%; projects on time 86% .
- Client/team metrics: client satisfaction 4.4/5; team engagement 4.4/5 (Gallup) .
- Strategic initiatives: Ignite next-gen data platform rollout; expanded TEMS/Financial Empowerment/Population Health; multiple acquisitions (Carevive, Lumeon, Intraprise) integration underway .
- 2024 say-on-pay support: ~99% approval; 2025 plan remains largely consistent with 2024 .
Compensation Peer Group (used for FY2024 decisions)
- Peer set included: Accolade, American Well, Definitive Healthcare, Domo, Everbridge, Grid Dynamics, HealthStream, Model N, National Research, Nutex Health, OptimizeRx, Phreesia, Sharecare, Yext, Zuora, among others (size/industry parameters noted) .
- Committee considers 25th/50th/75th percentile market data but does not strictly benchmark to a single percentile .
Equity and Cash Flow Timing Considerations (Vesting/Selling Pressure)
- RSU vesting cadence for 2024 grant (250,000): one-third on Dec 1, 2024 (~83,333 shares), then ~8 equal quarterly tranches; ongoing vesting creates predictable supply over 2025–2026, subject to trading windows .
- 2024 stock vested for CEO: 141,679 shares (aggregate across awards) valued at $1,187,574 at vesting; does not imply sale .
- Options are OTM at year-end 2024 (strikes $10.80/$15.84 vs $7.07 stock price), limiting exercise-driven selling pressure near term .
- Hedging/pledging prohibited; 10b5-1 plans permitted for pre-arranged trades; blackout windows apply .
Employment Terms – Additional Governance Features
- No single-trigger cash or equity CIC benefits; no guaranteed bonuses/base increases; no pensions/nonqualified deferred comp for NEOs; limited perquisites; annual risk assessment of compensation programs .
Investment Implications
- Pay-for-performance alignment: Heavy equity mix (50% PRSUs/50% RSUs for CEO LTIP) tied to TSR, revenue growth, and EBITDA margin supports multi-year alignment; 2024 PRSU payout at 90.5% reflects outperformance on profitability vs shortfalls on retention and revenue vs targets .
- Near-term selling pressure: Majority of CEO options are OTM at 12/31/24, limiting exercises; RSU vesting schedule creates steady but manageable supply; blackout/10b5-1 governance reduces ad hoc trade risk .
- Retention/transition risk: Announced CEO transition (effective June 30, 2026) introduces succession execution risk; however, Burton remains on the board and will support the search, mitigating continuity concerns .
- Deal/CIC dynamics: Double-trigger CIC with full time-based vesting and PRSUs at target upon qualifying termination balances retention with shareholder alignment; absence of tax gross-ups is governance friendly .
- Skin-in-the-game: CEO beneficially owns ~1.7% of shares; ownership guidelines require substantial holdings by 2027 (≥$1.8M or 6x salary), reinforcing alignment over time .
Data Appendices
CEO Annual Compensation Outcomes (select items)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash Bonus Payout ($) | 0 | 0 | 267,388 |
| PRSU Year-1 Vesting (%) | N/A | N/A | 90.5% |
2024 Bonus Pool Funding
| Metric | 2024 |
|---|---|
| Adjusted EBITDA ($M) | 26.1 |
Notes: All performance and compensation data as disclosed in Health Catalyst’s 2025 DEF 14A unless otherwise noted. Press release dated Aug. 7, 2025 regarding CEO transition. All references include document citations.