Matthew Kolb
Health CatalystAbout Matthew Kolb
Matthew Kolb (age 43) has served on Health Catalyst’s board since July 2023 as a Class I director with a term expiring at the 2026 annual meeting. He is Executive Vice President and Chief Operating Officer of Carle Health (since September 2019), with prior leadership roles at Carle Health (2014–2019) and Allina Health (2007–2014). His education includes a B.A. from the University of Illinois at Urbana-Champaign, an M.H.A. and a J.D. from the University of Missouri-Columbia (School of Medicine and School of Law) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carle Health | Executive Vice President & Chief Operating Officer | Sep 2019–Present | Leads system-level operational transformation for nonprofit health system |
| Carle Health | Chief Administrative Officer (among various roles) | Jul 2014–Sep 2019 | Administrative leadership across operations |
| Allina Health | Various positions incl. Vice President, Neuroscience Institute | Aug 2007–Jul 2014 | Service-line leadership in neuroscience |
External Roles
| Organization | Role/Relationship | Tenure/Status | Notes |
|---|---|---|---|
| Carle Health | EVP & COO | Current | Carle Health became a meaningful HCAT shareholder via open-market purchases and expanded a five-year TEMS and all-access technology contract in Dec 2022 . |
Board Governance
- Independence: The board determined Kolb is not independent under Nasdaq rules due to his role at Carle Health and HCAT’s revenue from Carle Health in fiscal 2024 .
- Committee assignments: None indicated for Kolb; he is not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees as of March 31, 2025 .
- Attendance: The board held five meetings in fiscal 2024; each director attended at least 75% of board and committee meetings. All directors then-serving, except Anita Pramoda, attended the 2024 annual meeting .
- Board leadership: John A. Kane serves as independent Chair .
| Attribute | Detail | Citation |
|---|---|---|
| Director Class | Class I | |
| Director Since | July 2023 | |
| Current Term Expires | 2026 | |
| Independence | Not independent (Carle Health relationship and related revenue) | |
| Committees | None | |
| Board Meetings FY2024 | 5 | |
| Attendance Expectation/Actual | ≥75% for all directors; 2024 annual meeting attendance noted | |
| Board Chair | John A. Kane (independent) |
Fixed Compensation
- Kolb waived all director compensation (cash and equity) and receives only reimbursement of out-of-pocket expenses, per the non-employee director compensation policy .
| Component | Policy Rate (FY2024) | Kolb Actual (FY2024) |
|---|---|---|
| Annual Board Retainer (cash or RSUs) | $45,000 | — (waived) |
| Additional Retainer – Non-Executive Board Chair | $75,000 | N/A (not Chair) |
| Audit Committee Chair | $22,500 | N/A (not a member) |
| Audit Committee Member | $10,000 | N/A (not a member) |
| Compensation Committee Chair | $15,000 | N/A (not a member) |
| Compensation Committee Member | $7,500 | N/A (not a member) |
| Nominating & Corporate Governance Chair | $10,000 | N/A (not a member) |
| Nominating & Corporate Governance Member | $5,000 | N/A (not a member) |
Performance Compensation
- Policy: Annual RSU long-term incentive award of $140,000 grant-date fair value to non-employee directors; new directors receive a one-time initial RSU grant of $225,000 vesting over three years; full acceleration upon a Sale Event (per 2019 Plan). Vesting generally aligns with annual meeting/quarterly schedule for committee retainers paid in RSUs .
- Kolb: Waived equity compensation; no RSUs or options granted/held as a director .
| Equity Component | Policy | Kolb Actual |
|---|---|---|
| Annual RSU Grant | $140,000 grant-date fair value; vests at next annual meeting/one-year anniversary | — (waived) |
| Initial RSU Grant (new director) | $225,000; vests in 3 equal annual installments | — (waived) |
| Sale Event Treatment | Full acceleration per 2019 Plan | N/A (no awards) |
Other Directorships & Interlocks
| Entity | Relationship | Financial Exposure | Notes |
|---|---|---|---|
| Carle Health | Customer and related party; Kolb is COO | $16.7 million revenue recognized by HCAT under related-party contracts in FY2024 | Ongoing technology access and Tech-enabled Managed Services (TEMS). Board explicitly cited this relationship and revenue in determining Kolb’s non-independence . |
| Carle Health | HCAT shareholder | Not disclosed (size) | Announced open-market purchases; expanded five-year contract in Dec 2022 . |
Expertise & Qualifications
- Senior health system operator (EVP/COO) with prior administrative leadership and service-line management experience (Carle Health; Allina Health) .
- Education: B.A. (UIUC), M.H.A. (University of Missouri-Columbia School of Medicine), J.D. (University of Missouri-Columbia School of Law) .
Equity Ownership
| As of | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| March 31, 2025 | — | * (<1%) | Footnote clarifies Kolb waived compensation and will not receive equity award grants in connection with Board service . Company had 69,587,834 shares outstanding at this date . |
Stock Ownership Guidelines: Adopted in fiscal 2023; non-employee directors must hold shares equal to the greater of $225,000 or 5× annual Board cash retainer by December 31, 2027. Options and PRSUs not counted toward compliance until earned. Applies to executive officers and directors .
Governance Assessment
- Independence and conflicts: Kolb is not independent due to his executive role at Carle Health and the related-party revenue HCAT received from Carle in 2024. Carle is simultaneously a customer and shareholder, increasing perceived conflict risk and information-flow interlocks .
- Committee effectiveness: Kolb holds no committee assignments, limiting potential conflicts within Audit/Comp/NCG oversight while also limiting direct governance influence in these areas .
- Alignment and incentives: Kolb waived all director compensation and equity grants, signaling avoidance of direct HCAT pay; however, this results in zero beneficial ownership and lower “skin-in-the-game.” Given the stock ownership guidelines effective by end-2027, Kolb may need open-market purchases to meet policy thresholds absent changes to his waiver .
- Attendance/engagement: The board met five times in FY2024; all directors met ≥75% attendance, with strong annual meeting participation by then-serving directors (except one resignation noted) .
- Related-party exposure: $16.7 million recognized from Carle contracts in FY2024; terms described as comparable to arm’s-length, but magnitude was explicitly material to independence determination .
RED FLAGS
- Not independent due to material related-party revenue from Carle Health (Kolb’s employer) .
- Interlock: Carle Health is both a major customer and an HCAT shareholder, elevating conflict-of-interest optics .
- Zero beneficial ownership and waived equity grants may hinder alignment with shareholder outcomes .
Signals to investors
- Waived compensation mitigates direct pay conflicts yet reduces ownership-based alignment; monitoring compliance with 2027 director ownership policy is prudent .
- Absence from key board committees reduces direct conflict channels but also limits strategic oversight exposure, concentrating Kolb’s influence at the full-board level .