Julie Larson-Green
Health CatalystAbout Julie Larson-Green
Independent director (Class II) at Health Catalyst since January 2020; age 63; current term expires at the 2027 annual meeting. She is Chair of the Compensation Committee and is deemed independent under Nasdaq and SEC rules. Background: CTO at Magic Leap (since Sep 2021), ex-Chief Experience Officer at Qualtrics (2018–2021), and long-tenured product/engineering leader at Microsoft (1993–2017) across Office, Windows, Internet Explorer, Xbox and Surface. Education: B.A. in Business Administration & Management (Western Washington University) and Master’s in Computer Software Engineering (Seattle University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | Multiple executive leadership and product development roles (Office, Windows, IE, Xbox, Surface) | 1993–2017 | Senior product and platform leadership experience relevant to HCAT’s technology roadmap . |
| Qualtrics | Chief Experience Officer | 2018–2021 | Customer/UX leadership; data-driven product experience . |
| View, Inc. | Director | Jun 2021 – Aug 2024 | Public board experience; stepped down Aug 2024 . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Magic Leap (private) | Chief Technology Officer | Sep 2021 – present | Deep tech leadership; no related-party dealings disclosed with HCAT . |
| View, Inc. (public) | Director | Jun 2021 – Aug 2024 | Former public directorship; currently no other public boards disclosed . |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Larson-Green is independent under Nasdaq/SEC rules . |
| Committees (2025) | Compensation Committee: Chair; members Mses. Larson-Green and Jill Hoggard Green . |
| Committees (2024) | Compensation Committee member (Chair was Anita Pramoda in 2023/2024); Transactions Committee member in 2023; Transactions Committee was disbanded April 2024 . |
| Board attendance | Each director attended ≥75% of board/committee meetings in 2024; all directors attended the 2023 annual meeting; all then-serving directors except Anita Pramoda attended the 2024 annual meeting . |
| Board structure | Classified board (Class I–III); advisory vote in 2025 supported initiating declassification; Chair of the Board is independent (John A. Kane) . |
Fixed Compensation (Director)
| Year | Fees Earned (Cash) | Stock Awards (RSUs, grant-date fair value) | Total | RSUs Outstanding at Year-End |
|---|---|---|---|---|
| 2023 | $26,035 | $207,458 | $233,493 | 15,073 |
| 2024 | $0 | $159,907 | $159,907 | 20,807 |
Policy highlights (non-employee directors):
- Annual board retainer: $45,000 (electable as RSUs); Committee Chair fees: Audit $22,500; Compensation $15,000; Nominating/Gov $10,000; additional annual equity RSUs: $140,000; initial director RSUs: $225,000 with three-year ratable vest; accelerated vesting upon a Sale Event .
- From 2023, retainers could be paid in RSUs with quarterly vesting for committee retainers; annual grant/board retainer RSUs vest on the next annual meeting or one-year anniversary .
Performance Compensation
Directors do not have performance-based bonuses; equity is time-based RSUs:
- Annual equity RSUs ($140,000) vest on the earlier of the next annual meeting or one-year anniversary; retainer RSUs vest quarterly; initial RSUs ($225,000) vest over three years; full acceleration upon Sale Event (per 2019 Plan) .
- No option awards disclosed for Larson-Green; her director equity in 2023–2024 comprised RSUs .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| View, Inc. | Public | Director | Jun 2021 – Aug 2024; no current public company directorships disclosed for 2025 . |
| Magic Leap | Private | CTO | Operating role; no related-party transactions with HCAT disclosed . |
No compensation committee interlocks: none of HCAT’s executives served on boards/comp committees of entities where HCAT directors were executives; comp committee members are non-employee and independent .
Expertise & Qualifications
- Deep technology, product development, and customer experience leadership (Microsoft, Qualtrics, Magic Leap), aligned with HCAT’s platform, analytics, and AI-driven product strategy .
- Governance: multi-year public board experience; independent; leads HCAT’s Compensation Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Julie Larson-Green | 50,447 | <1% | Beneficial ownership based on 69,587,834 shares outstanding (as of 3/31/2025); methodology includes certain near-term option/RSU vesting per proxy . |
- RSUs outstanding as of 12/31/2024: 20,807 .
- Hedging/pledging: Company policy prohibits hedging and pledging of company securities by directors/officers/employees .
Say-on-Pay & Shareholder Feedback
| Annual Meeting | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Jun 13, 2024 | Say-on-Pay | 42,599,851 | 597,262 | 12,669 | 5,967,527 |
| Jul 9, 2025 | Say-on-Pay | 45,000,705 | 768,325 | 770,076 | 6,586,735 |
| Jul 9, 2025 | Advisory vote to initiate declassification | 46,174,256 | 345,811 | 19,039 | 6,586,735 |
Strong investor support for executive pay and for board declassification indicates constructive shareholder engagement on governance .
Compensation Committee Analysis (Larson-Green as Chair)
- Composition and independence: Compensation Committee comprised of Mses. Larson-Green (Chair) and Jill Hoggard Green (independent) .
- Consultant: Aon Human Capital Solutions engaged; committee evaluated advisor independence; no conflicts found .
- Program design and controls: No single-trigger CIC cash/equity; no tax gross-ups; hedging and pledging prohibited; annual risk assessment; majority of executive pay at risk via RSUs/PRSUs with three-year PRSU metrics (TSR vs Russell 3000, Revenue Growth, Adjusted EBITDA Margin) .
- 2024 bonus plan: company-wide metrics across client satisfaction, engagement, measurable improvements, on-time delivery, and growth (net new/total platform clients; DBRR), funded by Adjusted EBITDA threshold; 2024 payout at 51% of target based on achieved metrics .
Related Party Transactions (Conflicts Review)
- Disclosed related-party items include revenue with Carle Health (director Matthew Kolb’s employer) and two employee relatives of executives; no transactions involving Julie Larson-Green were disclosed .
- Audit Committee reviews proposed related-party transactions .
Risk Indicators & RED FLAGS
- RED FLAG: None specific to Larson-Green disclosed (no related-party dealings; no hedging/pledging permitted; independent status affirmed) .
- Positive indicators: Independent Board Chair; strong Say-on-Pay results; active movement toward declassifying the board after shareholder input –.
Governance Assessment
- Committee leadership and independence: As Compensation Committee Chair, Larson-Green oversees a conservative program (no single-trigger CIC, no gross-ups) with robust use of performance equity for executives, and independent advisory support—positive for investor alignment .
- Engagement/Attendance: Board-wide attendance ≥75% and annual meeting participation support effective oversight; independence affirmed—positive .
- Ownership alignment: NED stock ownership policy adopted (directors must meet the greater of $225,000 or 5× board retainer by 12/31/2027), enhancing long-term alignment; Larson-Green beneficially owns 50,447 shares; percent <1% (policy compliance measured by 2027) .
- Conflicts: No Larson-Green related transactions disclosed; insider policy restricts hedging/pledging—low conflict risk .
- Shareholder signals: Strong Say-on-Pay support in 2024 and 2025; advisory backing for board declassification reflects responsiveness and governance improvement trajectory .