Jill Hoggard Green
Health CatalystAbout Jill Hoggard Green
Dr. Jill Hoggard Green, age 66, is an independent Class III director of Health Catalyst (HCAT) serving since December 2024; she is nominated to continue through the 2028 annual meeting based on the 2025 proxy . She previously served as CEO of Queen’s Health System (2019–2024) and as COO at Mission Health (2011–2019) and PeaceHealth (2004–2011), and holds a B.S., M.S., and PhD from the University of Utah . She currently serves as a trustee and on the executive committees for The Joint Commission, Joint Commission Resources, and Joint Commission International .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Queen’s Health System | Chief Executive Officer | Sep 2019 – Jul 2024 | Led health system operations and strategy |
| Mission Health | Chief Operating Officer | 2011 – 2019 | Operational leadership across a regional system |
| PeaceHealth | Chief Operating Officer | 2004 – 2011 | Operational leadership across a regional system |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Joint Commission | Trustee; Executive Committee | Current | Quality and accreditation governance |
| Joint Commission Resources | Trustee; Executive Committee | Current | Oversight of educational and advisory services |
| Joint Commission International | Trustee; Executive Committee | Current | Global accreditation oversight |
Board Governance
| Attribute | Detail |
|---|---|
| Board Class / Tenure | Class III; director since Dec 2024 |
| Age | 66 |
| Current Term Expiry / Nominated Term | Current term expires 2025; nominated to 2028 |
| Independence | Determined independent under Nasdaq and SEC rules |
| Committee Assignments | Compensation Committee member (Julie Larson-Green, Chair) |
| Board Chair | John A. Kane (independent), Audit Chair and audit financial expert |
| Board Meetings & Attendance | Board met 5 times in 2024; each director attended ≥75% of board/committee meetings |
- No compensation committee interlocks; members are non-employees and independent .
- Nominating and Corporate Governance Committee: Gallagher (Chair), Kane .
- Audit Committee: Kane (Chair), Gallagher, Smith; Kane is audit committee financial expert .
Fixed Compensation
| Component | Amount / Terms |
|---|---|
| Annual Board Cash Retainer | $45,000 (or RSUs of equivalent value, if elected) |
| Additional Retainer – Non-Executive Board Chair | $75,000 |
| Committee Chair Retainers | Audit $22,500; Compensation $15,000; Nominating $10,000 |
| Committee Member Retainers | Audit $10,000; Compensation $7,500; Nominating $5,000 |
| Annual Equity Grant (RSUs) | $140,000 fair market value; vests in full at earlier of 1 year from grant or next annual meeting |
| Initial New Director Grant (RSUs) | $225,000 fair market value; vests in 3 equal annual installments |
| Vesting Mechanics | Committee RSU portions vest 25% on each Sep 1, Dec 1, Mar 1, Jun 1 post-grant; Annual/Initial subject to continued service |
| Change-in-Control | Annual and Initial grants fully accelerate on “Sale Event” under 2019 Plan |
Note: The 2024 director compensation table does not list Dr. Green (joined Dec 2024), while it lists other directors; policy applies prospectively to new directors .
Performance Compensation
- Directors are compensated via cash retainers and time-based RSUs; no director performance-based equity or cash metrics disclosed (performance PRSUs are for executives, not directors) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed |
| Non-profit/academic boards | The Joint Commission; Joint Commission Resources; Joint Commission International (trustee and executive committees) |
| Potential interlocks (customers/suppliers) | None disclosed for Dr. Green; related-party customer relationship noted with Carle Health due to director Matthew Kolb, not Dr. Green |
Expertise & Qualifications
- Health system leadership: Former CEO (QHS) and COO (Mission Health, PeaceHealth) .
- Governance: Trustee/executive committee roles at The Joint Commission entities .
- Education: B.S., M.S., PhD, University of Utah .
- Board skills: Healthcare operations and industry domain expertise supporting compensation/strategy oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 27,706 shares |
| Shares outstanding (as of 3/31/2025) | 69,587,834 |
| Ownership % of shares outstanding | ≈0.04% (27,706 ÷ 69,587,834) |
| Pledging/Hedging | Company policy prohibits hedging and pledging by directors |
| Vested vs. unvested breakdown | Not disclosed for Dr. Green; beneficial ownership table aggregates |
Section 16(a) compliance notes late Form 4s for certain insiders (Landry, Llewelyn, Larson-Green, Pramoda; Gallagher, LeSueur), but no late filings indicated for Dr. Green .
Governance Assessment
- Independence and committee role: Dr. Green is independent and serves on the Compensation Committee, which is fully independent and uses Aon as an independent consultant with no conflicts identified; supports board effectiveness and pay governance .
- Attendance/engagement: Board met 5 times in 2024; all directors met ≥75% attendance, indicating baseline engagement; Dr. Green joined in Dec 2024 .
- Ownership alignment: Holds 27,706 shares; hedging/pledging prohibited; modest equity stake suggests some alignment without risk-mitigating hedges .
- Director pay structure: Mix favors equity via $140k annual RSU with optional RSUs in lieu of cash retainers; vesting and change-in-control acceleration disclosed; no performance-based director awards—reduces risk of misaligned incentives for oversight roles .
- Compensation committee quality: Non-employee, independent members (Larson-Green, Chair; Green); no interlocks; oversight of executive pay and equity plans .
- Shareholder signals: 2024 say‑on‑pay support was ~99%, indicating strong investor confidence in pay practices overseen by the committee; 2025 program retains similar architecture .
- Board structure evolution: Advisory vote to initiate declassification (response to shareholder input) suggests openness to governance enhancements .
- Conflicts/related parties: No related-party transactions involving Dr. Green disclosed; a material related-party revenue relationship exists with Carle Health via director Kolb, which the board considers in independence assessments and discloses under its related party policy .
- RED FLAGS: None specific to Dr. Green disclosed. Company-level minor red flags include isolated late Section 16 filings by other insiders and a significant customer-related party via another director; mitigated by formal related-party review policy and independence determinations .