John A. Kane
Health CatalystAbout John A. Kane
Independent Board Chair of Health Catalyst (since May 2021) and director since February 2016; age 72. Former CFO and Treasurer of IDX Systems Corporation (public during his tenure) and interim CFO of athenahealth. Early-career audit manager at Ernst & Young. Education: B.S. and M.Acc., Brigham Young University. Designated Audit Committee Financial Expert and determined independent under Nasdaq/SEC rules. Board held five meetings in 2024; each director met at least 75% attendance; all directors except one attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IDX Systems Corporation (GE Healthcare acquired 2006) | SVP Finance, CFO & Treasurer | 1984–2006 | Led finance of public HCIT company through acquisition; deep audit/controls background. |
| athenahealth, Inc. | Interim Chief Financial Officer | Jul 2017–Jan 2018 | Oversaw finance during a transition period; public company context. |
| Ernst & Young LLP (Boston) | Audit Manager | Pre-1984 | External audit and financial reporting experience. |
| Various organizations | Business Consultant | Current | Advisory work; enhances governance and oversight perspective. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merchants Bancshares, Inc. (public during tenure) | Director; Audit Committee Chair | 2005–2014 | Chaired audit; oversight of financial reporting and controls. |
| athenahealth, Inc. | Director | 2007–Feb 2019 | Board-level oversight at a major healthcare IT firm. |
| Several privately held companies | Director | Current | Board service in private companies (not specified). |
Board Governance
- Current role: Independent Chair of the Board; sets agenda and presides over meetings; structure chosen to enhance independent oversight.
- Independence: Board determined Kane is independent under Nasdaq and SEC rules.
- Committees: Audit (Chair); Nominating & Corporate Governance (Member). Compensation committee not a member.
- Attendance and engagement: Board met five times in 2024; every director attended ≥75% of board and committee meetings; all directors except one attended the 2024 annual meeting.
| Governance Element | Status |
|---|---|
| Board Chair | Independent (John A. Kane). |
| Audit Committee | Chair (Kane); all members independent; Kane designated “audit committee financial expert.” |
| Nominating & Corporate Governance | Member (Kane); independent composition. |
| Board Attendance (FY2024) | Each director ≥75%; annual meeting attendance: all but one. |
| Declassification Advisory Vote | Board seeking stockholder input to initiate declassification; unanimous board “FOR” recommendation. |
Fixed Compensation
Non‑employee director compensation framework and Kane’s FY2024 actuals.
| Component | Policy Amount | Vesting/Notes |
|---|---|---|
| Annual Board Retainer (cash or RSU election) | $45,000 | RSUs in lieu of cash vest fully at earlier of 1-year anniversary or next annual meeting. |
| Additional Retainer – Non‑Exec Chair | $75,000 | Same RSU election/vesting mechanics. |
| Audit Chair | $22,500 | If paid in RSUs, committee retainers vest quarterly (Sep 1, Dec 1, Mar 1, Jun 1). |
| Audit Member (non‑chair) | $10,000 | Quarterly vest if RSUs elected. |
| Nominating Chair | $10,000 | Quarterly vest if RSUs elected. |
| Nominating Member (non‑chair) | $5,000 | Quarterly vest if RSUs elected. |
| Annual Equity LTI (RSUs) | $140,000 | Vests fully at earlier of 1-year anniversary or next annual meeting; accelerates on “Sale Event.” |
| New Director Initial Grant (RSUs) | $225,000 | Vests in 3 equal annual installments; accelerates on “Sale Event.” |
| John A. Kane – FY2024 Actual | Amount |
|---|---|
| Fees Earned or Paid in Cash | $75,128 |
| Stock Awards (grant-date fair value) | $131,500 |
| Total Director Compensation | $206,628 |
| Outstanding Options (12/31/2024) | 5,209 |
| Outstanding RSUs (12/31/2024) | 20,807 |
Performance Compensation
- Non‑employee directors do not receive performance‑based pay; equity grants are time‑based RSUs (no PSU metrics). Annual director RSUs and any RSUs elected in lieu of cash retainers follow the vesting schedules noted above and fully accelerate upon a Sale Event under the 2019 Plan.
| Performance-linked Elements | Metric | Status |
|---|---|---|
| Director PSUs/Performance Awards | N/A | None disclosed for directors. |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Considerations |
|---|---|---|
| Merchants Bancshares, Inc. | Former Director; Audit Chair (2005–2014) | No current interlock disclosed. |
| athenahealth, Inc. | Former Director (2007–2019); Interim CFO (2017–2018) | No current interlock disclosed; prior operating role enhances finance expertise. |
| Privately held companies | Current Director | Not specified; no related‑party transactions disclosed involving Kane. |
Expertise & Qualifications
- Audit and finance leadership: Former public-company CFO; designated Audit Committee Financial Expert.
- Healthcare IT experience: Senior finance leadership at IDX; board tenure at athenahealth.
- Public company governance: Chaired a bank’s audit committee; extensive board service.
- Academic credentials: B.S. and M.Acc., Brigham Young University.
Equity Ownership
| Beneficial Ownership (as of 3/31/2025) | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Common Shares | 113,681 | <1% | Company reports “*” less than 1%. |
| Options exercisable within 60 days | 5,209 | — | Included in beneficial ownership methodology. |
| Total Beneficial Ownership | 118,890 | <1% | Out of 69,587,834 shares outstanding. |
| Outstanding RSUs (12/31/2024, not necessarily counted as beneficial unless vesting within 60 days) | 20,807 | — | Director RSUs balance per FY2024 table. |
Additional alignment safeguards:
- Company insider trading policy prohibits hedging and pledging of company stock; directors subject to pre‑clearance/Rule 10b5‑1 plans.
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) status (FY2024) | Company identified certain late Form 4 filings for other insiders; no late filings were noted for John A. Kane. |
Governance Assessment
- Strengths: Independent Board Chair since 2021, Audit Chair, and Audit Committee Financial Expert; independence affirmed under Nasdaq/SEC; robust director equity/time‑based vesting (no performance gaming); prohibition on hedging/pledging; board seeking input to declassify (potentially enhances accountability). Attendance meets policy thresholds.
- Pay and alignment: Director pay mix includes cash retainers and annual RSUs with clear vesting; acceleration only on Sale Event; FY2024 total comp $206,628 with stock awards $131,500. No performance awards for directors (reduces metric manipulation risk).
- Potential watch items: Board currently classified pending declassification process; director equity accelerates on change‑of‑control (common, but investors monitor for entrenchment risk). No related‑party transactions disclosed involving Kane.
- Investor signals: 2024 say‑on‑pay support ~99% suggests broad investor support for compensation governance; advisory declassification proposal signals responsiveness to shareholder input.
Overall, Kane’s profile reflects strong audit/financial oversight, independence, and effective board leadership, with limited conflict exposure and alignment mechanisms consistent with investor expectations.