Item 2.02 Results of Operations and Financial Condition.
On November 3, 2022, Definitive Healthcare Corp. (the "Company") issued a press
release announcing its financial results for the third quarter ended September
30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated by reference herein.
The information furnished in this Item 2.02 on this Current Report on Form 8-K,
including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any filing under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, regardless of any general
incorporation language in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 3, 2022, the Company announced that, on September 16, 2022, its
Board of Directors (the "Board") appointed Jonathan Maack to the position of
President, effective November 3, 2022 (the "Effective Date").
Prior to joining the Company, Mr. Maack, 44, served as Chief Strategy and
Corporate Development Officer at athenahealth, a leading provider of cloud-based
EHR/PM solutions and revenue cycle and value-based care services, which he
joined in May 2021. Prior to his time at athenahealth, Mr. Maack served as Chief
Strategy Officer at OptumInsight, an information and technology-enabled health
services business, having joined via acquisition in November 2017 and remaining
through May 2021. Prior to joining OptumInsight, Mr. Maack held a variety of
senior leadership roles at The Advisory Board Company from August 2014 to
November 2017, culminating in a role as the General Manager of the Health System
Growth Business, which helped health systems market their services to patients
and engage physicians. Prior to The Advisory Board Company, Mr. Maack was a
management consultant at Bain & Company from January 2010 to August 2014, where
he focused on private equity due diligence and operational improvement work in
healthcare. Mr. Maack holds a B.A. in Art History, Economics and German from New
York University and an M.B.A. in Healthcare from The Wharton School of the
University of Pennsylvania.
Maack Employment Agreement; Initial RSU Grant
In connection with his appointment as President, the Board approved the entry
into an employment agreement by and between Definitive Healthcare, LLC and Mr.
Maack, dated September 22, 2022 (the "Employment Agreement"), which sets forth
certain terms of his employment and pursuant to which Mr. Maack is entitled to
(i) an annual base salary of $400,000, and (ii) an annual bonus equal to (a) for
2022, a guaranteed amount equal to 70% of Mr. Maack's base salary, pro-rated
from Mr. Maack's start date through December 31, 2022 and (b) for future years,
in the sole discretion of the Compensation Committee of the Board, an amount up
to 70% of Mr. Maack's base salary, based on the Company's achieving specified
revenue targets and other requirements determined annually by the Chief
Executive Officer of the Company and the Board. The Board has also approved an
initial grant (the "Initial RSU Grant") of 546,303 restricted stock units with
respect to the Company's Class A common stock, par value $0.001 per share
("RSUs"), to Mr. Maack, which RSUs vest (i) 25% on November 3, 2023 and (iii)
thereafter, 6.25% every three months for the next three years until fully
vested, in each case subject to Mr. Maack's continued Service (as defined in the
Definitive Healthcare Corp. 2021 Equity Incentive Plan (the "Equity Plan"))
through each vesting date and the terms of the Equity Plan. The Initial RSU
Grant is also subject to the terms and conditions of an RSU award agreement in
substantially the form of the Company's form of executive RSU award agreement
under the Equity Plan, which is attached as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated by reference herein. In addition, the Employment
Agreement provides that Mr. Maack will be eligible for an annual equity award in
2024 (the "2024 Award") pursuant to the Equity Plan, upon such terms and
conditions as are determined by the Compensation Committee in its sole
discretion, provided that management will recommend to the Compensation
Committee that the 2024 Award have a target grant value of at least $2 million
and that any time-based component thereof vest consistent with the vesting
scheduling of the Initial RSU Grant.
Mr. Maack is eligible to participate in the Company's benefit plans that are
generally available to the Company's executive employees, and for reimbursement
of certain expenses, including a one-time lump-sum relocation payment of
$330,000, which is subject to repayment requirements should Mr. Mack's
employment terminate with 24 months of the Effective Date. Mr. Maack is also
eligible for reimbursement of 100% of all health insurance premiums for Mr.
Maack if enrolled in a Company sponsored health plan. The Employment Agreement
includes customary provisions requiring confidentiality, assignment of
inventions and non-competition and non-solicitation of the Company's employees
during employment and one year thereafter.
Mr. Maack's employment is at will. If we terminate Mr. Maack's employment
without Cause and other than as a result of death or Disability (each as defined
in the Employment Agreement) or Mr. Maack terminates his employment for Good
Reason (as defined in the Employment Agreement) then, subject to his execution
of a general release of claims and certain other conditions set forth in the
Employment Agreement, we must provide Mr. Maack with (i) continuation of regular
payments of base salary for a period of twelve months; (ii) payment of any
annual bonus for a prior fiscal year to the extent earned but not previously
paid, plus a lump-sum payment of the annual bonus to be earned by Mr. Maack
during the twelve month period following the date of termination of employment
at the
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greater of "target" or the average bonus paid over the prior two years (if such
history exists); (iii) accelerated vesting of all forms of equity awarded to Mr.
Maack by the Company at any time that are subject to time-based vesting and
would otherwise have vested during the twelve-month period following the
termination date; and (iv) payment for twelve months of COBRA coverage, if
applicable.
If during a Change of Control Period (as defined in the Employment Agreement),
Mr. Maack's employment is terminated without Cause, or Mr. Maack terminates his
employment for Good Reason, then we must provide Mr. Maack with (i) continuation
of regular payments of base salary for a period of eighteen months from the date
of termination of employment; (ii) payment any annual bonus for a prior fiscal
year to the extent earned but not previously paid, plus a lump-sum payment of
1.5 times the greater of the target annual bonus to be earned by Mr. Maack in
the year of termination or the average of the bonuses paid in the last two
calendar years (if such history exists); (iii) acceleration of the vesting of
all forms of equity awarded to Mr. Maack by the Company at any time; and (iv)
payment for eighteen months of COBRA coverage, if applicable.
The foregoing description of the Employment Agreement is qualified in its
entirety by reference to the full text and terms of the Employment Agreement,
which is attached as Exhibit 10.2 to this Current Report on Form 8-K and
incorporated by reference herein.
Mr. Maack will also entered into the Company's standard form of indemnity
agreement in the form previously approved by the Board, which form is filed as
Exhibit 10.6 to the Company's Registration Statement on Form S-1 (File No.
333-258990) filed with the SEC on August 20, 2021.
Item 7.01 Regulation FD Disclosures
On November 3, 2022, the Company issued a press release announcing the
appointment of Mr. Maack as the Company's President. A copy of the press release
is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is
incorporated by reference herein.
The information furnished in this Item 7.01 on this Current Report on Form 8-K,
including Exhibit 99.2, shall not be deemed "filed" for purposes of Section 18
of the Exchange Act, or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference into any filing under the
Securities Act, or the Exchange Act, regardless of any general incorporation
language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Employment Agreement, dated as of September 22, 2022, by and between
Definitive Healthcare, LLC and Jonathan Maack
10.2 Form of Executive Restricted Stock Unit Award Agreement under
Definitive Healthcare Corp. 2021 Equity Incentive Plan
99.1 Press Release Dated November 3, 2022 (furnished herewith pursuant to
Item 2.02)
99.2 Press Release Dated November 3, 2022 (furnished herewith pursuant to
Item 7.01)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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