Duncan Gallagher
Health CatalystAbout Duncan Gallagher
Independent director (Class III) at Health Catalyst since 2017; age 65 as of March 31, 2025; B.S. University of South Dakota and M.B.A. University of Minnesota. Former CFO and Chief Administrative Officer at Allina Health (2009–2017); President of Donegal Advisory Services, LLC since March 2017; recognized for healthcare CFO expertise and industry knowledge .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allina Health | Chief Financial Officer; Chief Administrative Officer | Aug 2009–Jan 2017 | Oversight of finance and administration for healthcare services |
| Donegal Advisory Services, LLC | President | Mar 2017–present | Healthcare consulting leadership |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Carium, Inc. | Private healthcare technology | Board director | Disclosed in prior proxies; private company (not a public interlock) |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member and Chair; not on Compensation Committee .
- Independence: Board determined Gallagher is independent under SEC/Nasdaq standards .
- Attendance: Board met five times in fiscal 2024; directors (including Gallagher) attended at least 75% of aggregate meetings; Gallagher attended the 2024 annual meeting (all directors except Pramoda attended) .
- Audit Committee financial literacy: all audit members meet Nasdaq financial literacy; Audit Committee reviews related-party transactions and cybersecurity risk .
Fixed Compensation
| Policy Element | Amount | Vesting/Notes |
|---|---|---|
| Annual board retainer (non-employee director) | $45,000 | Director may elect RSUs in lieu of cash |
| Audit Committee: Chair / Member | $22,500 / $10,000 | Quarterly vesting if taken in RSUs |
| Compensation Committee: Chair / Member | $15,000 / $7,500 | Quarterly vesting if taken in RSUs |
| Nominating & Corporate Governance Committee: Chair / Member | $10,000 / $5,000 | Quarterly vesting if taken in RSUs |
| Annual equity LTIP grant (non-employee director) | $140,000 RSUs | Vests in full on earlier of one year or next annual meeting |
| Initial one-time RSU grant (new director) | $225,000 | Vests in 3 equal annual installments; accelerates on Sale Event |
| Duncan Gallagher – Director Compensation | FY2024 | FY2023 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $0 | $29,431 |
| Stock Awards ($) | $166,671 | $215,337 |
| Options Outstanding (count) | 62,500 | 62,500 |
| RSUs Outstanding (count) | 20,807 | 15,408 |
| Total ($) | $166,671 | $244,768 |
Performance Compensation
| Director Equity Award | Fair Value | Performance Metrics | Vesting & Acceleration |
|---|---|---|---|
| Annual RSU grant | $140,000 | None (time-based) | Vests in full on earlier of one year or next annual meeting; Sale Event acceleration under 2019 Plan |
| Committee RSU retainers (if elected) | At retainer values | None (time-based) | 25% quarterly vesting on Sep 1, Dec 1, Mar 1, Jun 1 |
| Initial RSU grant (new director) | $225,000 | None (time-based) | Three equal annual installments; Sale Event acceleration |
Health Catalyst director equity is time-based (no performance metrics for directors); performance-based PRSUs are for executives, not directors .
Other Directorships & Interlocks
| Entity | Relationship to HCAT | Exposure/Interlock |
|---|---|---|
| Carium, Inc. (private) | No disclosed HCAT transaction | No public company interlock; private board role only |
| Carle Health (customer) | Board member Matthew Kolb is COO; related-party revenue $16.7M in FY2024 | Not tied to Gallagher; audit committee (includes Gallagher) reviews related-party transactions per policy |
Expertise & Qualifications
- Healthcare CFO and administrative leadership; extensive finance expertise and industry knowledge .
- Audit Committee financial literacy (required of members) .
Equity Ownership
| Holder | As of | Shares Beneficially Owned (number) | % of Outstanding | Composition/Footnotes |
|---|---|---|---|---|
| Duncan Gallagher | Mar 31, 2025 | 114,664 | * (<1%) | 52,164 common + 62,500 options exercisable within 60 days |
| Duncan Gallagher | Mar 31, 2024 | 102,260 | * (<1%) | 39,760 common + 62,500 options exercisable within 60 days |
| Duncan Gallagher | Mar 31, 2023 | 71,228 | * (<1%) | Options counted if exercisable within 60 days per table methodology |
- Outstanding shares context: 69,587,834 (Mar 31, 2025); 58,956,132 (Mar 31, 2024); 56,257,248 (Mar 31, 2023) .
- Hedging/pledging: Company policy prohibits hedging and pledging of company securities by directors; preclearance/Rule 10b5‑1 trading required .
Board Governance Signals
- 2025 shareholder votes: Gallagher received 37,136,561 “For”, 9,402,545 “Withheld” (broker non-votes 6,586,735); Jill Hoggard Green received 45,320,332 “For”, 1,218,774 “Withheld” .
- Say‑on‑pay support: 2025 advisory vote “For” 45,000,705, “Against” 768,325, “Abstain” 770,076 (broker non-votes 6,586,735) .
- Independence affirmed and committee service aligned with governance oversight (chairing Nominating & Corporate Governance; member Audit) .
- Attendance expectations met; board held five meetings in 2024; directors attended ≥75% and Gallagher attended the annual meeting .
Governance Assessment
- Alignment positives:
- Independent director with healthcare CFO background; chairs Nominating & Corporate Governance; serves on Audit (financial literacy) .
- Director compensation skewed to equity in 2024 (cash $0; stock awards $166,671); ability to elect RSUs for retainers enhances alignment; hedging/pledging prohibited; stock ownership guidelines require non‑employee directors to hold ≥$225,000 or ≥5× annual cash retainer by 12/31/2027 .
- Beneficial ownership increased year over year (2023→2025: 71,228→114,664) .
- Strong overall governance climate: high say‑on‑pay support at 2025 meeting .
- Potential risk indicators / RED FLAGS:
- Elevated “withhold” on Gallagher’s 2025 re‑election (9.4M withheld vs 37.1M for) relative to the other nominee; warrants monitoring of investor concerns around board composition or performance .
- Related‑party exposure exists at board level via Carle Health due to another director (Kolb); Audit Committee oversight mitigates but scrutiny of approvals and arm’s‑length terms should continue .
No director‑specific related party transactions, tax gross‑ups, or perquisite issues are disclosed for Gallagher; Compensation Committee interlocks: none reported .
Voting Outcomes (2025 Annual Meeting)
| Proposal | Result | For | Against/Withheld | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| Election – Duncan Gallagher | Elected | 37,136,561 | 9,402,545 (Withheld) | — | 6,586,735 |
| Election – Jill Hoggard Green | Elected | 45,320,332 | 1,218,774 (Withheld) | — | 6,586,735 |
| Ratify EY LLP | Approved | 53,070,196 | 26,656 | 28,989 | — |
| Say‑on‑Pay (NEOs) | Approved | 45,000,705 | 768,325 | 770,076 | 6,586,735 |
| Advisory vote to initiate board declassification | Approved | 46,174,256 | 345,811 | 19,039 | 6,586,735 |