Kevin Freeman - Chief Commercial Officer | Health Catalyst (HCAT) Executive Profile & Compensation

About Kevin Freeman

Kevin Freeman is Chief Commercial Officer at Health Catalyst (HCAT), serving since January 2023; prior roles include Chief Growth Officer (Sep 2022–Jan 2023), Chief Revenue Officer (Mar 2021–Sep 2022), and Vitalware Chief Revenue Officer within HCAT (Sep 2020–Mar 2021) after leading Vitalware, LLC as CRO (Mar 2015–Aug 2020). He holds a B.A. in Sociology from the University of Texas at Arlington and is 52 years old . Company performance in 2024 included GAAP revenue of $306.6M (+4% YoY) and Adjusted EBITDA of $26.1M vs $11.0M in 2023, while GAAP net loss improved to $(69.5)M from $(118.1)M; TSR value of a $100 investment stood at $20 for 2024, reflecting market challenges versus peers .

Past Roles

Organization	Role	Years	Strategic Impact
Health Catalyst (Vitalware within HCAT)	Vitalware Chief Revenue Officer	Sep 2020–Mar 2021	Led commercial revenue post-acquisition integration; HCAT’s Vitalware Chargemaster product recognized Best in KLAS (multiple years) .
Health Catalyst	Chief Revenue Officer	Mar 2021–Sep 2022	Drove platform client growth and retention objectives contributing to 102% dollar-based retention in 2024 .
Health Catalyst	Chief Growth Officer	Sep 2022–Jan 2023	Focused on near-term ROI solutions (Financial Empowerment tech suite, Population Health components) .
Health Catalyst	Chief Commercial Officer	Jan 2023–Present	Oversees commercial strategy amid transformation to Ignite platform and TEMS offerings; net new platform clients +21 in 2024 .
Vitalware, LLC	Chief Revenue Officer	Mar 2015–Aug 2020	Led revenue analytics offerings later contributing to HCAT’s award-winning Chargemaster Management product .

External Roles

Organization	Role	Years	Notes
Not disclosed in proxy	—	—	No external directorships or board roles disclosed for Freeman in the executive officer section .

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	$316,667	$350,000	$387,500 (increased from $350,000 to $395,000 effective Mar 1, 2024)
Target Bonus % of Salary	—	—	100%
Actual Cash Bonus Paid ($)	$78,555	$92,970	$197,358 (51% composite achievement)

Performance Compensation

2024 Annual Bonus Plan – Company Metrics and Achievement

Category	Weight	Metric	Threshold	Target	Stretch	Actual	Achievement
Improvement	16.7%	Client satisfaction score	4.1	4.3	4.5	4.4	108%
Improvement	16.7%	Team member engagement score	4.1	4.3	4.5	4.4	108% (lower-of rule applied)
Improvement	16.7%	% of select clients achieving measurable improvements	50%	70%	75%	60%	70%
Improvement	16.7%	# of measurable improvements (all clients)	115	150	165	148	97%
Improvement	16.7%	% of projects on time	50%	70%	80%	86%	130%
Growth	50%	Net New / Total Platform Clients (legacy)	12 / 121	15 / 124	18 / 127	21 / 130	130%
Growth	—	Dollar-based Retention Rate (legacy)	104%	110%	112%	100%	0% (below threshold)
Funding Constraint	—	Adjusted EBITDA	—	—	—	$26.1M (exceeded minimum)	Bonus pool funded

Composite payout factor for NEOs, including Freeman, was 51%, driving his $197,358 cash bonus .

Long-Term PRSUs: Fiscal 2024–2026 Program

Metric	Weight	2024 Threshold	2024 Target	2024 Actual	2024 Weighted Performance	2024 Vesting %
TSR Percentile vs Russell 3000	25%	25%	55%	28%	19.4%	90.5% (composite)
Revenue Growth Rate (YoY GAAP)	25%	3.0%	4.5%	3.6%	21.2%	90.5%
Adjusted EBITDA Margin	50%	4.0%	6.5%	8.5%	50.0%	90.5%

Freeman’s PRSU vestings on Mar 1, 2025: 16,596 PRSUs (2024–2026 program) and 1,666 PRSUs (2023–2025 program) based on 2024 performance .

RSU Vesting Mechanics

2024 annual RSUs vest 25% on the one-year anniversary of Dec 1, 2024, then 12 equal quarterly installments, subject to continued service .

Equity Ownership & Alignment

Beneficial Ownership

Holder	Shares Beneficially Owned	Shares Outstanding	Ownership %
Kevin Freeman	129,304	69,587,834	~0.19% (computed from disclosed figures)

Outstanding Unvested Equity as of 12/31/2024

Award Type	Grant/Commencement	Unvested Units	Market Value @ $7.07
RSU	4/21/2021 / 3/1/2021	1,562	$11,043
RSU	2/24/2022 / 12/1/2021	7,500	$53,025
RSU	9/8/2022 / 9/1/2022	52,500	$371,175
RSU	2/20/2024 / 12/1/2023	73,333	$518,464
PRSU (2022 program)	2/24/2022 / 3/1/2022	395	$2,793
PRSU (2023–2025)	2/22/2023 / 3/1/2023	9,999	$70,693
PRSU (2024–2026)	2/20/2024 / 3/1/2024	55,000	$388,850

Options: No unexercised or unexercisable options listed for Freeman as of 12/31/2024 .
Hedging/pledging: Company policy prohibits hedging and pledging by employees and directors; Freeman is covered by this policy .
Trading windows: Restricted periods typically run from the 15th day of the last month of each fiscal quarter until two full trading days after earnings disclosure; Rule 10b5-1 plans permitted .

Employment Terms

Term	Outside Change-in-Control (CIC)	CIC (Double Trigger)
Severance Cash	9 months base salary ($296,250 estimated)	100% of base salary ($395,000) + 100% of target bonus ($395,000); shown as $790,000 cash total
Health Benefits (COBRA)	9 months employer-equivalent contributions ($17,865 est.)	12 months employer-equivalent contributions ($23,820 est.)
Equity Acceleration	None	Time-based awards fully accelerate; PRSUs deemed satisfied at target (estimated value $1,416,043 at $7.07)
Conditions	Release of claims and reaffirmation of restrictive covenants required	Same as outside CIC

Additional policies:

No tax gross-ups on severance/CIC benefits; Section 280G/4999 cut-back if beneficial .
No nonqualified deferred compensation; standard 401(k) with 100% match up to 4%, vesting after two years .

Multi-Year Compensation (Total Reported)

Component	2022	2023	2024
Salary ($)	$316,667	$350,000	$387,500
Stock Awards ($)	$2,331,437	$188,717	$1,564,820
Non-Equity Incentive ($)	$78,555	$92,970	$197,358
All Other Comp ($)	$10,675	$13,200	$13,800
Total ($)	$2,737,334	$644,887	$2,163,478

Compensation Structure Observations

Equity-heavy mix: RSUs and PRSUs compose the majority of at-risk pay; non-CEO NEO target compensation ~79% variable in 2024 .
PRSU weighting emphasizes profitability: Adjusted EBITDA margin carries 50% of PRSU weighting, with TSR and revenue growth each 25% .
Annual bonus pool tied to Adjusted EBITDA threshold; composite payout at 51% reflects disciplined funding .
Governance: Independent compensation committee, Aon consultant engaged; no hedging/pledging; no single-trigger CIC cash/equity; no tax gross-ups .

Investment Implications

Alignment strong via PRSUs: 50% weighting to Adjusted EBITDA margin in PRSUs and EBITDA-based bonus funding align management incentives toward margin expansion, which improved to 8.5% in 2024 (PRSUs achieved 90.5% vesting for 2024) .
Vesting cadence can create supply: RSUs vest quarterly after initial cliff; PRSUs vest annually based on performance, with Freeman receiving 16,596 PRSUs on Mar 1, 2025—expect periodic settlement-related activity within trading windows and under 10b5-1 plans .
Retention and M&A sensitivity: Double-trigger CIC benefits include full time-based equity acceleration and PRSUs at target, totaling ~$2.23M estimated for Freeman, reducing personal risk in a transaction and potentially easing executive retention through closing .
Ownership is meaningful but sub-1%: Freeman beneficially owns ~0.19% of shares; combined with anti-hedging/pledging policy, alignment is maintained without collateralization risk .
Pay discipline and shareholder feedback: 2024 say-on-pay support ~99% and continued 2025 plan consistency suggest low governance overhang on compensation .