DEF 14A of Definitive Healthcare Corp., Apr 23, 2026

DEF 14A of Definitive Healthcare Corp.

Filed Apr 23, 2026 · FY20250001193125-26-173661

Open on EDGAR

  1. PROPOSAL NO. 1—ELECTION OF CLASS II DIRECTORS

    PROPOSAL NO. 1—ELECTION OF CLASS II DIRECTORS Our Charter provides for a classified Board of Directors divided into three classes. Chris Egan, Samuel A. Hamood, and Sastry Chilukuri constitute a class with a term that expires at the Annual Meeting (the “Class II Directors”); Scott Stephenson and Kathleen A. Winters with a term that expires at the Annual Meeting of Stockholders in 2027 (the “Class III Directors”) and Kevin Coop, Jason Krantz and Lauren Young constitute a class with a term that expires at the Annual Meeting of Stockholders in 2028 (the “Class I Directors”). Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has considered and nominated the following slate of nominees to serve as Class II Directors for a three-year term expiring at the Annual Meeting of Stockholders in 2029: Chris Egan, Samuel A. Hamood, and Sastry Chilukuri. Action will be taken at the Annual Meeting for the election of these three Class II Director nominees. Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) included with this Proxy Statement intend to vote the proxies held by them “FOR” the election of the director nominees. All of the nominees have indicated that they will be willing and able to serve as directors. Each person nominated for election has agreed to be named in this Proxy Statement and to serve if elected. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of the nominees should be unable to serve or for good cause will not serve, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board.

  2. Nominating Agreements

    Nominating Agreements On September 17, 2021, in connection with the initial public offering of our Class A Common Stock completed September 17, 2021 (our “IPO”), we entered into nominating agreements with each of an affiliate of Advent, Jason Krantz, and Spectrum Equity, which provide that, subject to certain stock ownership thresholds, the Company will include two designees of Advent, one designee of Jason Krantz, and one designee of Spectrum Equity, respectively, in the slate of director nominees recommended to the Company’s stockholders for election, and the Company will fill any vacancy of any such designated director previously nominated by Advent, Jason Krantz, and Spectrum Equity, respectively, with a new director designated by Advent, Jason Krantz, and Spectrum Equity, respectively. The nominating agreement with Spectrum Equity has been terminated. Chris Egan and Lauren Young are the designees of Advent, and Jason Krantz is the designee of Jason Krantz.

  3. Nominees for Election to the Board of Directors in 2026

    Nominees for Election to the Board of Directors in 2026 The following information describes the offices held, other business directorships, and the term of service of each director nominee, as well as the experiences, qualifications, attributes, or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the director nominee should serve as a director. Beneficial ownership of equity securities of the director nominees is shown under “Security Ownership of Certain Beneficial Owners and Management” below. Each of the nominees for election at the Annual Meeting was recommended for election by the Nominating and Corporate Governance Committee. All three of the nominees are current directors and, if elected, will be continuing their roles on the Board.

  4. Class II – Directors whose terms expire in 2026

    Class II – Directors whose terms expire in 2026

  5. Class II – Directors whose terms expire in 2026

    | Name | Age | Principal occupation and other information | | Chris Egan | 49 | Mr. Egan has served as a member of the Board of Directors of the Company since July 2019. Mr. Egan is a Managing Partner of Advent International, L.P., which he joined in 2000. Prior to Advent, Mr. Egan served as an analyst at UBS, a Swiss multinational investment bank and financial services company. Mr. Egan currently serves or has served on the board of directors of NielsenIQ, and Xplor Technologies, each a private company. Mr. Egan holds a B.A. in English and Economics from Dartmouth College. We believe Mr. Egan is qualified to serve on our Board of Directors because of his financial knowledge, investment experience, and his service as director of other software solutions companies. | | Sastry Chilukuri | 51 | Mr. Chilukuri has served as a member of the Board of Directors of the Company since September 2022. Mr. Chilukuri currently serves as the Chairman & CEO of Emmes Group, a provider of services and technology and artificial intelligence solutions to government, biopharma and contract research organizations to advance clinical research, which he joined in July 2023. He also serves as an Advisor to New Mountain Capital. Previously, Mr. Chilukuri was the Co-Chief Executive Officer of Medidata, a Dassault Systems company and Founder and President of Acorn AI, Medidata’s data science business. Prior to his time at Medidata, Mr. Chilukuri was a Partner at McKinsey & Company, a global management consulting firm, from July 2006 to January 2019. Mr. Chilukuri holds a B.Tech from the Indian Institute of Technology (Banaras Hindu University), Varanasi, an M.S. from The Ohio State University, and an MBA from the Northwestern University Kellogg School of Management. We believe Mr. Chilukuri is qualified to serve on our Board of Directors because of his technology expertise, consulting experience, knowledge of the healthcare industry, and experience with data analytics and artificial intelligence. |

  6. Class II – Directors whose terms expire in 2026

    | Samuel A. Hamood | 57 | Mr. Hamood has served as a member of the Board of Directors of the Company since September 2020. Mr. Hamood currently serves as President and Chief Operating Officer of Culligan International (“Culligan”), which he joined in August 2019. Prior to his time at Culligan, Mr. Hamood has over 30 years of financial and/or executive leadership level experience for several global public and private companies, including Deloitte and Touche, The Walt Disney Company, Hewlett Packard (formerly known as “EDS”), TransUnion, and select private equity healthcare leadership assignments, including both CEO and CFO roles. Mr. Hamood also previously served on the board of directors at Culligan from 2016 to 2019, Finch Therapeutics from 2021 to 2022 and currently serves on the board of directors of NielsenIQ (NIQ), a public company. Mr. Hamood is a Certified Public Accountant (inactive status), and he received his Bachelor of Business Administration in Finance at the University of Iowa, and his Juris Doctor from Southwestern University School of Law. We believe Mr. Hamood is qualified to serve on our Board of Directors because of his financial expertise and experience in, and knowledge of, the healthcare industry. |

  7. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF

    THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

  8. Continuing Members of the Board of Directors

    Continuing Members of the Board of Directors The following information describes the offices held, other business directorships, and the class and term of each director whose term continues beyond the Annual Meeting and who is not subject to election this year, as well as the experiences, qualifications, attributes, or skills that caused the Board to determine that the director should serve as a director. Beneficial ownership of equity securities for these directors is also shown under “Security Ownership of Certain Beneficial Owners and Management” below.

  9. Class III – Directors whose terms expire in 2027

    Class III – Directors whose terms expire in 2027

  10. Class III – Directors whose terms expire in 2027

    | Name | Age | Principal occupation and other information | | Scott Stephenson | 68 | Mr. Stephenson has served as a member of the Board of Directors of the Company since September 2023. Mr. Stephenson is an Advisory Partner with Advent International and a Senior Advisor to the Boston Consulting Group. Mr. Stephenson held various roles at Verisk Analytics, Inc., a publicly traded strategic data, analytics, and technology partner to the global insurance industry between 2001 and May 2022, including as a member of the board of directors from April 2013 to May 2022, Chairman of the board from April 2016 to May 2022, Chief Executive Officer from April 2013 to May 2022, and President from March 2011 to May 2022. From 1989 to 1999, Mr. Stephenson was a Partner with The Boston Consulting Group, eventually rising to Senior Partner and member of the firm’s North American operating committee. Since February 2020, Mr. Stephenson has served on the board of directors of Public Service Enterprise Group Inc. (NYSE: PEG), the publicly traded parent company of New Jersey-based gas and electric utility company, Public Service Electric and Gas Co. Mr. Stephenson holds a B.S. from the University of Virginia and an M.B.A. from Harvard Business School. We believe Mr. Stephenson is qualified to serve on our Board of Directors because of his leadership and financial experience as a public company executive and director, and his data and analytics experience and industry knowledge. | | Name | Age | Principal occupation and other information | | Kathleen Winters | 58 | Ms. Winters has served as a member of the Board of Directors of the Company since October 2021. Ms. Winters is an independent director and former CFO. In addition to our Board of Directors, Ms. Winters currently serves as a member of the board of directors of American Express Global Business Travel, and is also on the Board of Directors for the Hartford Insurance Group, both of which are public companies. Ms. Winters served as Chief Financial Officer at Automatic Data Processing Inc. from 2019 to 2021, a global technology company providing human capital management solutions. At Automatic Data Processing Inc., she was responsible for leading the global finance organization and representing the company to investors, lenders, and rating agencies, and she played a significant role in driving the company’s strategy, growth, and operational effectiveness. Prior to Automatic Data Processing Inc., Ms. Winters served as Chief Financial Officer at MSCI, Inc., a provider of investment decision support tools, including indexes, for institutional investors from 2016 to March 2019. Before that, she spent 14 years in various financial leadership roles at Honeywell International from 2002 to 2016. Ms. Winters began her career at PricewaterhouseCoopers LLP, serving clients primarily in the entertainment and media industries. Ms. Winters holds a bachelor’s degree from Boston College and is a Certified Public Accountant (inactive status). We believe Ms. Winters is qualified to serve on our Board of Directors because of her financial expertise, numerous leadership positions in financial roles, and extensive experience serving the financial and technology sectors. |

  11. Class I – Directors whose terms expire in 2028

    Class I – Directors whose terms expire in 2028

  12. Class I – Directors whose terms expire in 2028

    | Name | Age | Principal occupation and other information | | Kevin Coop | 61 | Mr. Coop has served as Chief Executive Officer and a director of the Company since June 2024. Prior to joining the Company, Mr. Coop served as Chief Executive Officer and a member of the Board of Directors of DailyPay Inc., a financial services worktech company, where he had served in such roles since June 2022. Mr. Coop also served various leadership roles at Dun & Bradstreet Holdings, Inc., a company providing commercial data, analytics and insights, between January 2019 and June 2022, including President of North America from November 2020 to June 2022, Chief Commercial Officer from April 2019 to November 2020, and Chief Revenue Officer from January 2019 to April 2019. Mr. Coop previously served as President of the Data Analytics division of Black Knight, Inc., a provider of software, data and analytics in the mortgage and consumer loan, real estate and capital markets industries, from January 2014 to February 2019. Before joining Black Knight, Mr. Coop served as Executive Vice President of ServiceLink, a subsidiary of Fidelity National Financial, Inc., from December 2012 to January 2014. Prior to that, he served as President of the Financial Services business lines for Verisk Analytics, Inc., a data analytics company, from May 2005 to December 2012. Mr. Coop holds a B.A. in History and Political Science from the University of California, Los Angeles. We believe Mr. Coop is qualified to serve on our Board of Directors because of his operational and go-to-market experience within data-based organizations, successful track record of driving transformational change, and knowledge of the data and analytics industries. | | Jason Krantz | 53 | Mr. Krantz has served as Executive Chairman of the Board of Directors of the Company since August 2022, having previously served as Chief Executive Officer and director since founding the Company in February 2011 and as the Company's Interim Chief Executive Officer from January 2024 until June 2024. In September 2025, Mr. Krantz formed and launched Breachway Capital, a venture capital and growth equity firm. Prior to founding Definitive Healthcare, Mr. Krantz founded and served as CEO of Infinata, a SaaS based provider of intelligence to the pharmaceutical industry under the brand BioPharm Insight, from 1999 to 2007 until the company was sold to Pearson Media Group. In addition, Mr. Krantz has co-founded and helped build several intelligence and analytics companies including Energy Acuity, a privately held provider of intelligence on the alternative energy market, and Xtelligent Media, a privately held integrated marketing company focused on the healthcare industry. Mr. Krantz previously served on the board of directors of RainKing Solutions, a private company, from 2015 until 2017. Mr. Krantz currently serves the board of directors of FINTRX, MDCalc, Boston College Board of Trustees, Recovery.com and Cariina, Inc., each private companies. Mr. Krantz holds a B.S. in Finance and Computer Science from Boston College and an M.B.A. from Harvard Business School. We believe Mr. Krantz is qualified to serve on our Board of Directors because of his entrepreneurial experiences, finance and data analytics expertise, as well as knowledge of the healthcare industry. |

  13. Class I – Directors whose terms expire in 2028

    | Name | Age | Principal occupation and other information | | Lauren Young | 43 | Ms. Young has served as a member of the Board of Directors of the Company since July 2019. Ms. Young is a Managing Director of Advent International, L.P. (“Advent”), a private equity firm that focuses on investments in five core sectors: business and financial services; healthcare; industrial; retail, consumer, and leisure; and technology. Ms. Young joined Advent in 2011. Prior to Advent, Ms. Young was a member of the U.S. buyout fund at The Carlyle Group, an American multinational private equity, alternative asset management, and financial services corporation, from 2006 to 2009 and served as an analyst at McColl partners from 2004 to 2006. Ms. Young also currently serves on the board of directors of Iodine Software, a private company. Ms. Young holds a B.A. from Davidson College and an M.B.A. from Harvard Business School. We believe Ms. Young is qualified to serve on our Board of Directors because of her financial knowledge, investment experience across industries, and service as director of other software solutions companies. |

  14. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information regarding the total compensation awarded to, earned by, or paid to our NEOs in fiscal years 2025 and 2024. We did not issue stock options to our NEOs during any such period.

  15. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(3) ($) | Total ($) | | Kevin Coop | 2025 | 500,000 | — | 7,696,741 | 384,875 | 22,522 | 8,604,138 | | Chief Executive Officer | 2024 | 259,616 | — | 10,405,359 | 92,201 | 119,280 | 10,876,456 | | Casey Heller(4) | 2025 | 362,308 | — | 3,451,622 | 146,078 | 14,228 | 3,974,236 | | Chief Financial Officer | 2024 | 328,846 | 250,000 | 837,108 | 146,407 | 11,154 | 1,573,515 | | Benjamin Graboske(5) | 2025 | 318,366 | 20,000 | 2,881,874 | 185,120 | 11,775 | 3,417,135 | | EVP Technology and Engineering, Chief Data Officer | 2024 | — | — | — | — | — | — |

  16. Summary Compensation Table

    (1) Represents a sign-on bonus for Mr. Graboske of $20,000. (2) Amounts represent the aggregate grant date fair value of RSU and PSU awards granted to our NEOs, computed in accordance with ASC Topic 718. The valuation assumptions associated with such awards are discussed in Note 18 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025. Amounts exclude 1,283,096 and 261,628 PSU shares granted in 2025 to Mr. Coop and Ms. Heller, respectively, which did not meet the grant date criteria under ASC Topic 718. Furthermore, because Mr. Coop’s 2024 Value Creation PSU is subject to market conditions, the grant date fair value reported above for such awards is determined using a Monte-Carlo simulation model, and therefore there is no separate maximum value to report for those awards. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers upon the vesting of the RSUs or PSUs or the sale of any Common Stock acquired under such RSUs or PSUs. (3) Payments to our NEOs included in the “All Other Compensation” column for 2025 include the following: (i) for Mr. Coop, 401(k) matching contributions and health insurance premiums of $22,522 (ii) for Ms. Heller, 401(k) matching contributions and health insurance premiums of $14,228, and (iii) for Mr. Graboske, health insurance premiums of $11,775. (4) Ms. Heller assumed the role of Chief Financial Officer in June 2025, prior to which Ms. Heller served as Senior Vice President, Finance from October 2024 to June 2025 and as Vice President of FP&A from January 2024 to October 2024. Mr. Graboske joined the Company as Chief Data Officer effective March 3, 2025. (5) Mr. Graboske’s RSUs were modified and fully vested on December 22, 2025 pursuant to the Retention Compensation Arrangement entered into on December 14, 2025 between the Company and Mr. Graboske (the “Graboske Retention Agreement”) that accelerates and fully vests Mr. Graboske’s 2025 Inducement Equity Grant of 1,018,330 shares subject to the terms of the applicable equity plan and award agreement.

  17. Annual Incentives

    Annual Incentives In fiscal years 2024 and 2025, the Company provided annual cash incentive opportunities to certain of its named executive officers under its bonus Program, which is intended to motivate and reward eligible employees for the Company’s achievement of financial objectives established by the Board each year. Annual award opportunities are expressed as a percentage of base salary, and actual payouts depend on achievement of pre-determined Company financial and, as applicable, individual performance objectives. Mr. Coop has had a bonus target of 100% of base salary since his start date. Mr. Graboske has had a bonus target of 75% of base salary since his start date. Ms. Heller has had a bonus target of 60% of base salary since assuming the role as CFO. For 2025, bonus incentives were based on Annual Recurring Revenue (“ARR”) and Professional Services Revenue (combined) and aEBITDA margin, each weighted at 50%.

  18. Annual Incentives

    | Name and Principal Position | Year | Annual Incentive Awards ($) | | Kevin Coop | 2025 | 384,875 | | Chief Executive Officer | | | | Casey Heller(1) | 2025 | 146,078 | | Chief Financial Officer | | | | Benjamin Graboske | 2025 | 185,120 | | EVP Technology and Engineering, Chief Data Officer | | |

  19. Annual Incentives

    Ms. Heller was appointed Chief Financial Officer in June 2025 and previously served as Senior Vice President, Finance from October 2024 to June 2025 whereby Ms. Heller was eligible for a non-ELT bonus payment for the first 5 months of 2025 in the amount of $44,535.

  20. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information with respect to outstanding equity awards held by our NEOs as of December 31, 2025. The Company did not have any outstanding stock options, vested or unvested, as of December 31, 2025.

  21. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Award Type(1) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Kevin Coop | 6/24/2024(3) | RSUs | 804,408 | $2,308,651 | — | — | | | 7/4/2024(3) | RSUs | 128,007 | 367,380 | — | — | | | 6/24/2024(4) | PSUs | — | — | 1,137,038 | $3,263,299 | | | 3/1/2025(5) | RSUs | 2,382,892 | 6,838,900 | — | — | | | 3/1/2025(6) | PSUs | — | — | 1,283,096 | 3,682,486 | | Casey Heller | 1/1/2024(7) | RSUs | 18,088 | 51,913 | — | — | | | 1/1/2024(8) | RSUs | 11,166 | 32,046 | — | — | | | 9/16/2024(9) | RSUs | 28,281 | 81,166 | — | — | | | 6/2/2025(10) | RSUs | 498,339 | 1,430,233 | — | — | | | 6/10/2025(11) | RSUs | 485,881 | 1,394,478 | — | — | | | 6/10/2025(6) | PSUs | — | — | 261,628 | 750,872 | | Benjamin Graboske | 3/3/2025(12) | — | — | — | — | — |

  22. Outstanding Equity Awards at Fiscal Year-End

    (1) All RSUs and PSUs were granted pursuant to the 2021 Plan, with the exception of Mr. Coop’s RSUs and PSUs granted June 24, 2024, which were granted pursuant to the 2023 Inducement Plan. (2) Calculated using the closing price of our Class A Common Stock on December 31, 2025 ($2.87). (3) RSUs vested 25% on July 1, 2025, followed by quarterly vesting of 6.25% per quarter until fully vested, over the subsequent three years. (4) PSUs vest based upon achievement of specified stock price hurdles during the applicable performance period. (5) RSUs vest 25% on March 1, 2026, followed by quarterly vesting of 6.25% per quarter until fully vested, over the subsequent three years. (6) PSUs vest based on the achievement of targets related to Company revenue and profitability (each weighted 50%) over three years. The final payout, ranging from 0% to 200% of target, will be determined based on the Company’s performance against the cumulative targets at the end of the full three-year performance period. The PSUs will also be subject to a modifier (1.2x (at 75th percentile or greater), 1.0x (between 25th and 75th percentile) or 0.8x (below 25th percentile)), depending on the Company’s TSR performance relative to the TSR performance of Nasdaq-listed companies classified under the Health Care Technology GICS Industry code during the performance period. Total payout, accounting for the TSR modifier, will not exceed 200% of target and, if our absolute TSR is negative over the performance period, the TSR modifier will be capped at 1.0x regardless of our relative TSR performance. (7) RSUs vested 25% on February 1, 2025, followed by quarterly vesting of 6.25% per quarter until fully vested, over the subsequent three years. (8) RSUs vested 33.33% on February 1, 2025, followed by quarterly vesting of 8.33% per quarter until fully vested, over the subsequent two years. (9) RSUs vested 50% on October 1, 2025, and 50% on October 1, 2026. (10) RSUs vest 50% on June 1, 2026, followed by quarterly vesting of 12.5% per quarter until fully vested, over the subsequent year. (11) RSUs vest 25% on June 1, 2026, followed by quarterly vesting of 6.25% per quarter until fully vested, over the subsequent three years. Pursuant to the Graboske Retention Agreement, the vesting terms of Mr. Graboske’s RSUs were modified such that his 2025 Inducement Equity Grant of 1,018,330 shares became fully vested on December 22, 2025, subject to the terms of the applicable equity plan and award agreement.

  23. Pension Benefits

    Pension Benefits None of our NEOs participate, or have an account balance, in any qualified or non-qualified defined benefit plans sponsored by us.

  24. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of our NEOs participate in any non-qualified deferred compensation plan sponsored by us.

  25. Pay-Versus-Performance Table

    | | Summary Compensation Table Total for PEO(1) | | | Compensation Actually Paid to PEO(2) | | | | | Value of Initial Fixed $100 Investment Based on: | | | Year (a) | Coop(1) (b) | Krantz(1) (b) | Musslewhite(1) (b) | Coop(2) (c) | Krantz(2) (c) | Musslewhite(2) (c) | Average Summary Compensation Table Total for Non- PEO NEOs(3) (d) | Average Compensation Actually Paid to Non-PEO NEOs(4) (e) | Total Shareholder Return(5) (f) | Net Income (Loss) (Millions)(6) (h) | | 2025 | $8,604,138 | $- | $- | $5,295,137 | $— | $— | $3,695,686 | $3,185,884 | $26.11 | $(199.3) | | 2024 | $10,876,456 | $10,364,892 | $6,810,837 | $7,716,685 | $424,313 | $(4,679,451) | $4,545,570 | $278,671 | $37.39 | $(591.4) | | 2023 | $— | $- | $8,434,709 | $— | $— | $3,148,094 | $2,812,002 | $1,848,073 | $90.43 | $(289.6) |

  26. Pay-Versus-Performance Table

    | PEO | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | Coop | 2025 | $8,604,138 | $(7,696,741) | $4,387,740 | $5,295,137 |

  27. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth information concerning the compensation of our non-employee directors for fiscal year 2025.

  28. DIRECTOR COMPENSATION

    | Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Christopher Egan(4) | — | — | — | — | | Samuel A. Hamood(5) | 70,000 | 199,043 | — | 269,043 | | Jeff Haywood(4) | — | — | — | — | | Jason Krantz(6)(7) | — | 477,614 | 61,371 | 538,985 | | Jill Larsen(8) | 70,000 | 199,043 | — | 269,043 | | Lauren Young(4) | — | — | — | — | | Kathleen Winters(9) | 175,000 | 199,043 | — | 374,043 | | Sastry Chilukuri(10) | 175,000 | 199,043 | — | 374,043 | | Scott Stephenson(11) | 53,913 | 199,043 | — | 252,956 |

  29. DIRECTOR COMPENSATION

    (1) Fees earned or paid in cash consist of (i) 2025 annual cash retainer in the amount of $50,000, (ii) in the case of Mr. Hamood, an additional chair retainer in the amount of $20,000 for his services as chair of our Audit Committee, (iii) in the case of Ms. Larsen and Mr. Stephenson, an additional chair retainer in the amount of $20,000 for their services as chair of our HCM & Compensation Committee, and (iv) in the case of Ms. Winters and Mr. Chilukuri an additional $125,000 for their services on a special committee, respectively. The cash fees reported in this column with respect to the following directors were paid to the following entities, in each case, controlled by the respective director as follows: (i) Ms. Winters’ cash fees were paid to Winters Advisory Inc.; (ii) Ms. Larsen’s cash fees were paid to Digital HR LLC; (iii) Mr. Chilukuri’s cash fees were paid to Venkat Group, LLC; and (iv) Mr. Hamood’s cash fees were paid to AMHAM DH, LLC. (2) Represents the grant date fair value of RSU awards granted to our non-employee directors during 2025, computed in accordance with ASC Topic 718. The valuation assumptions associated with such awards are discussed in Note 18 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the directors upon the vesting of the RSUs, or the sale of any Common Stock acquired under such RSUs. (3) Payments to Mr. Krantz included in the “All Other Compensation” column for 2025 include the following: (i) for Mr. Krantz, a base salary of $52,000, and (ii) 401(k) matching contributions and health insurance premiums of $9,371. (4) None of Mr. Egan, Mr. Haywood, or Ms. Young received compensation for services as a director in 2025 or had any outstanding equity awards as of December 31, 2025. Directors who are employees of Advent or Spectrum Equity do not receive compensation for services as a director or as a member of a committee of our Board. (5) As of December 31, 2025, Mr. Hamood held 55,911 unvested time-based RSUs. (6) Mr. Krantz is the Executive Chairman of the Board and an employee of the Company. (7) As of December 31, 2025, Mr. Krantz held 889,515 unvested time-based RSUs and PSUs. (8) On July 20, 2025, Ms. Larsen resigned from the Board of Directors of Definitive Healthcare Corp. and as a member and Chair of the HCM & Compensation Committee of the Board, effective July 21, 2025. (9) As of December 31, 2025, Ms. Winters held 55,911 unvested time-based RSUs. (10) As of December 31, 2025, Mr. Chilukuri held 55,911 unvested time-based RSUs. As of December 31, 2025, Mr. Stephenson held 65,563 unvested time-based RSUs.

  30. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our non-employee directors receive cash and equity compensation for their service on the Board pursuant to our non-employee director compensation policy. Each non-employee director receives a $50,000 annual retainer for Board services. Our Audit Committee Chair and HCM & Compensation Committee Chair receive an additional chair retainer of $20,000, and our Nominating and Governance Committee Chair receives an additional chair retainer of $10,000, in each case to the extent such chair positions are held by eligible non-employee directors. All annual cash compensation is payable on a quarterly basis in arrears, and retainers are pro-rated for partial quarters of service. Each non-employee director also receives (i) an initial equity award of RSUs with a value of $300,000 upon joining our Board, and (ii) an annual equity award of RSUs, granted on the date of the annual meeting of stockholders, with a value of $175,000 (in the case of directors who join the Board following such date, granted upon appointment and pro-rated for the period from appointment through the one year anniversary of such annual meeting of stockholders), which vests upon the earlier to occur of the one-year anniversary of such annual meeting of stockholders and the date of the next year’s annual meeting of stockholders, subject to such director’s continued service. Any director who is an employee of the Company and directors who are employees of Advent or Spectrum Equity do not receive compensation for services as a director or as a member of a committee of our Board.