Definitive Healthcare Corp. 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report was filed by Definitive Healthcare Corp. on October 7, 2021. The filing discloses a significant executive appointment effective on the same date.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. This report focuses exclusively on executive compensation and appointment details.
Material Changes
The primary material change is the appointment of Robert Musslewhite as President of the Company, effective October 7, 2021. Mr. Musslewhite, age 51, had previously served as a member of the Board since June 2021. His background includes serving as CEO of OptumInsight, Optum360, and The Advisory Board Company.
Management Commentary and Compensation Arrangements
In connection with his appointment, Mr. Musslewhite entered into an employment agreement with the following terms:
- Base Salary: $429,000 annually.
- Annual Bonus: Target of 68% of base salary. For 2021, the bonus is pro-rated from the effective date.
- Equity Awards:
- First Restricted Stock Unit (RSU) award: 433,550 shares of Class A common stock. Vesting schedule: 25% on the one-year anniversary, followed by quarterly vesting of 6.25% over the subsequent three years.
- Second RSU award: 216,450 shares of Class A common stock. Vesting schedule: 33% on the one-year anniversary, followed by quarterly vesting of 8.33% over the subsequent two years.
- Termination Provisions: If terminated without cause or for good reason, Mr. Musslewhite is entitled to:
- Accrued unpaid base salary.
- 12 months of continued base salary payments.
- A bonus payment within 30 days equal to the greater of the current year target or the average of the last two calendar years.
- Acceleration of vesting for all equity awards that would have vested during the 12-month period following termination.
Investor Verification Checklist
- Verify the full text of the Employment Agreement filed as Exhibit 10.1 for complete terms and conditions.
- Review the Press Release attached as Exhibit 99.1 for additional strategic context regarding the appointment.
- Monitor future filings for the impact of this executive change on company strategy and performance.