Business Context and Reporting Period
This Form 8-K Current Report was filed by Definitive Healthcare Corp. on October 2, 2023. The filing primarily addresses the departure of a senior executive and the appointment of a successor.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate governance and personnel changes rather than financial performance data.
Material Changes
- Executive Departure: Joseph Mirisola, Chief Revenue Officer (CRO), notified the Board of his intent to resign on June 8, 2023. A Separation Agreement was executed on October 2, 2023.
- Transition Timeline: Mr. Mirisola will cease serving as CRO effective November 1, 2023, transitioning to the role of Senior Advisor. His final date of employment is December 31, 2023.
- Succession: Carrie Lazorchak has been appointed as the new Chief Revenue Officer, effective November 1, 2023.
Compensatory Arrangements and Separation Terms
Pursuant to the Separation Agreement, Mr. Mirisola will receive the following benefits:
- A lump-sum cash payment equal to 9 months of his current base salary.
- Payment of the 2023 annual cash bonus, contingent on payment to other executives.
- 9 months of COBRA premium coverage.
- 6 months of outplacement assistance.
- Acceleration of remaining unvested Management Incentive Units under the AIDH Topco, LLC 2019 Equity Incentive Plan.
- Acceleration of time-based Restricted Stock Units under the 2021 Equity Incentive Plan that would have vested during the 9 months following his final employment date.
Investor Verification Checklist
- Verify the exact vesting acceleration terms for Mr. Mirisola's equity awards in the full Separation Agreement (Exhibit 10.1).
- Confirm the effective date of Carrie Lazorchak's appointment as CRO (November 1, 2023) via the press release (Exhibit 99.1).
- Monitor future filings for any impact on revenue growth or sales strategy following the leadership transition.
- Note that the filing explicitly states the press release information is not deemed "filed" for Section 18 liability purposes.