Justin Spencer
Health CatalystAbout Justin Spencer
Justin Spencer joined Health Catalyst’s board as a non-employee director effective September 1, 2025, and serves on the Audit Committee. He is currently CFO of Eko Health Inc. (since December 2024), and was formerly CFO of Vocera Communications (2014–2021), which was acquired by Stryker for approximately $3 billion in 2022. He holds a Bachelor’s degree in Accounting from the University of Utah and an MBA from The Wharton School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eko Health Inc. | Chief Financial Officer | Dec 2024–present | Executive finance leadership |
| Vocera Communications | Chief Financial Officer | Aug 2014–Jun 2021 | Led public company finance through ~$3B sale to Stryker in early 2022 |
| Symmetricom Inc. | CFO & EVP Finance and Administration | Sep 2008–Nov 2013 | Led finance, IR, legal, IT at then-public company |
| Covad Communications Group | EVP & CFO; earlier VP Finance, Corp Dev & IR | Nov 2002–Jun 2008 | Oversaw finance, accounting, HR, corp dev at then-public company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| iPass Inc. (public) | Director; Audit Chair; Comp Committee member | 2016–2019 | Public company board/committee experience |
Board Governance
- Appointment and class/term: Appointed to an expanded eight-member board as a Class I director effective Sept 1, 2025; term runs until the 2026 annual meeting (or until successor qualified) .
- Committee assignment: Audit Committee member .
- Independence: HCAT’s Audit Committee must consist of independent directors under Nasdaq and SEC rules; the board determines independence and states committee compositions meet independence criteria in its proxy. A specific independence determination for Mr. Spencer will typically be disclosed in the next proxy statement .
- Attendance: The company disclosed all directors met at least 75% attendance in 2024; Mr. Spencer was not on the board in 2024 (no attendance data yet for him) .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Board annual cash retainer (pro-rated) | $45,000 (pro-rated, paid quarterly) | |
| Audit Committee member retainer (pro-rated) | $10,000 (pro-rated, paid quarterly) | |
| Expense reimbursement | Reasonable, documented travel/lodging for board and committee meetings | |
| Director compensation policy context (non-employee) | Annual board retainer $45,000; committee fees: Audit Chair $22,500, Audit member $10,000; Comp Chair $15,000, Comp member $7,500; Nominating Chair $10,000, member $5,000 | |
| Compensation caps | New director calendar-year cap $1,000,000; subsequent years $500,000 (excl. expense reimbursement) |
Performance Compensation
| Equity Element | Grant Value / Date | Vesting | Performance Metrics |
|---|---|---|---|
| Initial RSU grant upon appointment | $225,000 grant value; granted per appointment effective Sept 1, 2025 | Vests in 3 equal annual installments on each anniversary of service | None; time-based vesting only (consistent with non-employee director policy) |
| Annual director RSU policy (context) | $140,000 fair value annual RSUs to non-employee directors, vest at next annual meeting or 1-year anniversary | Time-based vesting | None (time-based) |
| Change-in-control terms (director equity) | Full accelerated vesting upon a “Sale Event” per 2019 Plan for Initial and Annual Grants | — | — |
Other Directorships & Interlocks
| Company | Type | Role/Committee | Potential Conflicts |
|---|---|---|---|
| iPass Inc. | Public (historical) | Director; Audit Chair; Comp Committee member (2016–2019) | None disclosed with HCAT |
| Eko Health Inc. | Private | CFO (current) | HCAT reported no related-party transactions >$120,000 involving Mr. Spencer since the start of last fiscal year and none proposed |
Expertise & Qualifications
- Deep public company finance and capital markets experience (Vocera CFO; Symmetricom CFO/EVP; Covad EVP/CFO) and audit committee leadership (iPass Audit Chair) .
- Sector relevance: Healthcare technology CFO (Vocera; Eko Health) .
- Education: B.S. in Accounting (University of Utah); MBA (Wharton) .
Equity Ownership
| As of | Form/Source | Beneficial Ownership | Notes |
|---|---|---|---|
| Sept 1, 2025 (event date) | Form 3 filed Sept 3, 2025 | “No securities are beneficially owned.” | Initial RSU grant awarded at appointment (unvested at grant) |
| Hedging/Pledging Policy | Company policy | Directors, officers, employees prohibited from hedging and pledging company securities | Positive alignment signal; policy excerpt cited in proxy |
Insider Filings
| Date | Filing | Summary |
|---|---|---|
| Sept 3, 2025 | Form 3 | Initial statement of beneficial ownership filed for Justin Spencer; reported no beneficial ownership at appointment |
Governance Assessment
- Strengths
- Financial oversight capability: Audit Committee appointment aligns with extensive CFO background across multiple public companies and audit chair experience at iPass .
- Clean conflicts profile: Company disclosed no related-party transactions involving Mr. Spencer and no selection arrangements; standard indemnification to be executed .
- Alignment mechanisms: Initial RSU grant ($225k) with multi-year vesting; company prohibits hedging/pledging; directors receive equity under policy (time-based), with accelerated vesting on sale events consistent with market norms .
- Watch items
- Ownership alignment ramp: Form 3 reported zero beneficial ownership at appointment; alignment will depend on future vesting and any open-market accumulation .
- Independence disclosure timing: Formal board independence determination for Mr. Spencer not yet disclosed in a proxy as of the 2025 proxy (pre-appointment); should be confirmed in the next proxy .
- Company-level governance context
- 2025 say-on-pay support strong (Votes For: 45,000,705; Against: 768,325; Abstain: 770,076; broker non-votes 6,586,735) .
- Advisory approval for board to initiate declassification received (Votes For: 46,174,256; Against: 345,811; Abstain: 19,039; broker non-votes 6,586,735) .
No red flags identified regarding attendance (not yet applicable), related-party transactions, hedging/pledging, tax gross-ups, or option repricing based on available filings .
Appendix: Relevant Policy Extracts (for context)
- Non-employee director compensation schedule (cash retainers, committee fees) and annual RSU grant ($140k) .
- Initial director RSU grant ($225k) with 3-year equal installments; change-in-control acceleration (Sale Event) .
- Insider trading policy prohibiting hedging/pledging by directors and employees .