🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A), filed ahead of Definitive Healthcare's 2026 Annual Meeting. Think of it as a detailed agenda and voter's guide for shareholders. It explains what the company wants shareholders to vote on, provides background on the people involved (like directors and executives), and gives the key details needed to make informed decisions. The meeting is set for June 4, 2026.

👉 In short: This is your instruction manual for voting as a shareholder of Definitive Healthcare.

🏢 What The Company Does

In simple terms, Definitive Healthcare (ticker: DH) is a data and analytics company for the healthcare industry. They sell software and insights to help clients—like hospitals, pharmaceutical companies, and insurers—make better business decisions based on healthcare market data.

👉 Why it matters: Understanding their business helps you see why the proposals (like the equity plan) are framed around attracting talent in the competitive tech/data sector.

🗳️ The Four Proposals You're Voting On

Shareholders are being asked to vote on four main items. Here’s the quick breakdown:

1. Elect Three Directors: Vote on Chris Egan, Samuel A. Hamood, and Sastry Chilukuri for a 3-year term.
2. Ratify the Auditor: Re-approve Deloitte & Touche LLP as the company's accounting firm.
3. Increase the Equity Pool: Approve adding 15 million shares to the employee stock plan.
4. Approve Executive Pay (Advisory): Cast a non-binding "say-on-pay" vote for top executives.

👉 The Board recommends voting "FOR" all four proposals.

🏛️ Who's On The Board?

The board is split into three classes with staggered terms. This year, you're voting on Class II. Here’s a snapshot of the three nominees:

• Chris Egan (Age 49): Managing Partner at Advent International, a major private equity firm that invested in the company. Brings financial and investment expertise.
• Samuel A. Hamood (Age 57): President & COO of Culligan. Former executive at Disney, HP, and Deloitte. CPA with deep financial and operational experience.
• Sastry Chilukuri (Age 51): Chairman & CEO of Emmes Group. Former Co-CEO of Medidata. Expert in healthcare tech, AI, and data analytics.

👉 Why it matters: The board's composition signals the company's focus on data analytics, private equity oversight, and financial rigor. Note that Advent International (via Egan and Lauren Young) holds significant influence.

💰 The Equity Plan Expansion (Proposal 3)

This is a key ask. The company wants to increase its 2021 Equity Incentive Plan by 15,000,000 shares (from ~31M to ~46M).

• Why? They say the current pool is nearly empty and they need more shares to attract and retain talent in a competitive market. It's a common practice for growth companies.
• The Current State: As of March 31, 2026, only 5,995,317 shares were left available to grant, while 18,942,446 shares were already subject to outstanding awards.

👉 Why it matters: Approving more shares can dilute existing shareholders. However, the company argues it's essential for aligning employee incentives with shareholder success.

💼 The Leadership Team

Here are the key executives running the company day-to-day:

• Kevin Coop (Age 61): CEO since June 2024. Has a long background in data analytics companies like Dun & Bradstreet and Verisk.
• Casey Heller (Age 37): CFO since June 2025. Previously at IBM for 15 years in finance and investor relations.
• Jonathan Paris (Age 51): Chief Legal Officer & Secretary since June 2025. A seasoned legal executive from life sciences and tech companies.

👉 Why it matters: This is a relatively new leadership team (CEO and CFO joined in 2024/2025), indicating a period of transition and fresh strategic direction.

📜 Governance & Committee Structure

The board has three main committees:

1. Audit Committee: Oversees financials and risk (includes cybersecurity). Samuel A. Hamood is Chair.
2. HCM & Compensation Committee: Oversees pay and talent. Scott Stephenson is Chair.
3. Nominating & Corporate Governance Committee: Oversees board candidates and ESG framework. Lauren Young is Chair.

Key Governance Points:

• Board Split: The board is 6 independent directors and 3 non-independent (CEO Coop, Executive Chairman Krantz, and Advent's Egan).
• Auditor Fees: Deloitte charged $2.21M for 2025 services (down from $2.53M in 2024), primarily for audit and tax work.

🔮 What's Next & The Bigger Picture

👍 Strengths:

• Specialized Niche: Operates in the valuable healthcare data analytics space.
• Strong Governance: Clear committee structures and independent board oversight.
• Experienced Nominees: Director nominees have deep finance, tech, and healthcare expertise.

⚠️ Risks to Watch:

• Dependence on Talent: The push for a larger equity pool highlights reliance on key employees; losing them could hurt performance.
• Transition Phase: A new CEO and CFO are still settling in; execution risk exists.
• Market Performance: As a data company, its value is tied to the health of the broader healthcare and tech sectors.

🧠 The Analogy

Think of this proxy as a homeowners' association (HOA) meeting packet. The "association" is Definitive Healthcare. You, as a shareholder, are a homeowner. The packet tells you:

• Who's running for the HOA board (director election).
• Which accounting firm will audit the HOA's books (ratification).
• Whether to approve a budget for new community incentives, paid with HOA shares (equity plan increase).
• Whether you're okay with how much the HOA manager is being paid (say-on-pay).

You need to read it to understand how your investment (your home) is being managed.

🧩 Final Takeaway

This is a routine but important proxy focused on continuity and fueling growth. The core ask is to approve more equity to reward employees, while reaffirming the current auditor and board. The new leadership team's performance will be key to watch. Vote "FOR" the board's recommendations if you support their current strategy and trust their management of the equity pool.