S. Dawn Smith
Health CatalystAbout S. Dawn Smith
Independent Class I director at Health Catalyst (HCAT) since January 2020; age 61; current term expires at the 2026 annual meeting. Smith serves on the Audit Committee; the Board has determined she is independent under Nasdaq/SEC rules. She is President of Cologix, Inc. (since Aug 2018; previously COO through Oct 2022), and previously held senior legal and compliance roles at VMware and McAfee. Education: B.S. U.S. Naval Academy; J.D. Stanford Law; M.B.A. Providence College. She joined the CoreCivic, Inc. board in March 2025 and also serves on the Minority Corporate Counsel Association board. All directors attended ≥75% of 2024 board/committee meetings; all directors except Anita Pramoda attended the 2024 annual meeting (Smith attended).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cologix, Inc. | President | Aug 2018–present | Strategy/execution for hyperscale edge data centers |
| Cologix, Inc. | Chief Operating Officer | Aug 2018–Oct 2022 | Operations leadership |
| VMware, Inc. | SVP, Chief Legal Officer & Chief Compliance Officer | — (prior role; dates not disclosed) | Led global legal, compliance, government relations; team >150 |
| McAfee Corp. | EVP, Chief Legal Officer | — (prior role; dates not disclosed) | Executive legal leadership |
| Morrison & Foerster LLP | Partner (Corporate & Securities) | — (prior role; dates not disclosed) | M&A, public company governance, compliance, venture capital |
| Wilson Sonsini Goodrich & Rosati | Legal advisory roles | — (prior role; dates not disclosed) | Corporate/legal advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CoreCivic, Inc. | Director | Since Mar 2025 | Not disclosed |
| Minority Corporate Counsel Association | Director | — (current) | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member; Audit Chair is John A. Kane; other members are Kane and Duncan Gallagher. Audit Committee oversees financial reporting, internal controls, cybersecurity risk, and reviews proposed related party transactions.
- Independence: Board determined Smith is independent under SEC/Nasdaq rules.
- Attendance: Board met five times in 2024; each director attended at least 75% of board and applicable committee meetings. Smith attended the 2024 annual meeting (all directors except Anita Pramoda attended).
- Board leadership: Independent Chair (John A. Kane).
| Governance Attribute | Detail |
|---|---|
| Board Class | Class I; director since 2020; term expires 2026 |
| Committee Membership | Audit Committee member |
| Committee Chair Roles | None (Audit Committee chair is John A. Kane) |
| Independence Status | Independent (Nasdaq/SEC) |
| 2024 Attendance | ≥75% of board/committee meetings |
| 2024 Annual Meeting | Attended (all except Anita Pramoda) |
Fixed Compensation
Non-employee director compensation (policy) and Smith’s actual FY2024 compensation.
| Component | Amount ($) | Notes |
|---|---|---|
| Annual board retainer (policy) | 45,000 | Cash; RSU election permitted |
| Audit Committee member retainer (policy) | 10,000 | Non-chair |
| Annual equity grant (policy) | 140,000 (RSUs FMV) | Vests by next annual meeting/1-year anniversary |
| Initial equity grant (policy) | 225,000 (RSUs FMV) | New directors; vests over 3 years |
| FY2024 Fees Earned (cash) | 13,750 | Actual paid |
| FY2024 Stock Awards (RSUs, grant-date fair value) | 131,500 | ASC 718 value |
| FY2024 Total Director Compensation | 145,250 | Cash + stock |
| RSUs Outstanding (12/31/2024) | 20,807 | Outstanding units |
| Options Outstanding (12/31/2024) | — | None listed |
Vesting and acceleration:
- Annual director RSUs vest in full on the earlier of 1-year anniversary or next annual meeting; committee retainers paid in RSUs vest quarterly (Sept 1/Dec 1/Mar 1/Jun 1). RSUs subject to full accelerated vesting upon a “Sale Event” under the 2019 Plan.
Performance Compensation
Directors do not have performance-based compensation metrics; equity is time-based RSUs.
| Equity Type | Vesting | Performance Metrics |
|---|---|---|
| Annual RSUs | Time-based per director policy | None disclosed for directors |
Other Directorships & Interlocks
| Company/Organization | Role | Overlap/Interlock with HCAT |
|---|---|---|
| CoreCivic, Inc. | Director | No HCAT related-party transactions disclosed involving Smith; Audit Committee reviews related party transactions. |
| Minority Corporate Counsel Association | Director | None disclosed |
Expertise & Qualifications
- Data infrastructure and operations: President/COO of Cologix (hyperscale edge data centers).
- Legal, compliance, and governance: Senior legal/compliance leadership at VMware and McAfee; corporate/securities partner at Morrison & Foerster; legal advisory at Wilson Sonsini.
- Education: U.S. Naval Academy (B.S.), Stanford Law (J.D.), Providence College (M.B.A.).
- Financial literacy: Meets Nasdaq Audit Committee financial literacy requirements.
Equity Ownership
| Metric | 12/31/2024 | 3/31/2025 |
|---|---|---|
| RSUs Outstanding (#) | 20,807 | — |
| Shares Beneficially Owned (#) | — | 44,654; <1% of outstanding |
| Notes | RSUs are not counted in beneficial ownership % | Total outstanding shares basis: 69,587,834 |
Policies/controls:
- Insider trading policy prohibits hedging and pledging of company securities by employees and directors; trading windows and 10b5-1 plans governed.
- No delinquent Section 16(a) filings noted for Smith in FY2024 (late filings listed for others).
Governance Assessment
- Independence and committee effectiveness: Smith’s independence and Audit Committee service support robust oversight of financial reporting, internal controls, cybersecurity risk, and related-party transaction review.
- Attendance and engagement: Met or exceeded the 75% attendance threshold and attended the 2024 annual meeting, supporting board effectiveness.
- Alignment via equity: Director pay emphasizes equity (annual RSU grant), with clear vesting and sale-event acceleration terms; Smith’s 2024 mix was predominantly stock awards ($131,500) vs. cash ($13,750).
- External expertise: Current data-center leadership and prior legal/compliance roles are pertinent to audit oversight areas (e.g., cybersecurity and compliance).
- Conflicts/related parties: Proxy discloses no related-party transactions involving Smith; audit policy and committee oversight mitigate conflict risk.
- Shareholder signals: Prior say-on-pay received ~99% support (2024), reflecting investor alignment with compensation governance (context for overall governance posture).
RED FLAGS: None disclosed specific to Smith (no related-party transactions, no hedging/pledging permitted by policy, no delinquent Section 16 filings noted).