Business Context and Reporting Period
This Form 8-K Current Report, dated August 28, 2026, pertains to Definitive Healthcare Corp. (DH), a Delaware corporation. The filing reports significant changes in executive leadership and board composition effective late August and early September 2026.
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 personnel changes.
Material Changes
Appointment of Chief Executive Officer
Clay Ritchey was appointed Chief Executive Officer and Board member, effective September 8, 2026. Mr. Ritchey, age 55, previously served as CEO of Verato (April 2021–May 2026) and held senior roles at Evariant, Imprivata, and Equinox Healthcare.
Compensation Package for New CEO
- Base Salary: $500,000 annually.
- Target Bonus: 87.5% of base salary.
- Annual Equity Target: No less than $2,000,000.
- New Hire Equity Incentive: Aggregate target grant date value of $4,000,000, split into:
- 65% time-based restricted stock units ($2,600,000) vesting over four years with a one-year cliff.
- 35% performance-based restricted stock units ($1,400,000) vesting over a three-year performance period.
Separation of Former Chief Executive Officer
Kevin Coop stepped down as CEO and Board member, effective August 31, 2026. The departure is not due to any disagreement regarding operations or policies. It constitutes a termination without "Cause." A Separation Agreement is expected to be filed within four business days of execution.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding business performance. The primary risk disclosed relates to the transition of leadership and the potential financial obligations associated with the separation of the former CEO, the terms of which are pending execution of a Separation Agreement.
Investor Verification Checklist
- Verify the terms of the Separation Agreement for Kevin Coop once filed (expected within four business days of execution).
- Confirm the grant date and share count for Clay Ritchey's $4,000,000 New Hire Equity Incentive based on the 30-trading-day trailing volume-weighted average price.
- Monitor future filings for any changes to the Board composition resulting from Mr. Ritchey's appointment and Mr. Coop's departure.
- Review the full text of the Employment Agreement (Exhibit 10.1) for specific definitions of "Cause," "Good Reason," and "Change in Control."