DEFINITIVE HEALTHCARE CORP CLASS A (DH)
Sector: Health Care
2026 Annual Meeting Analysis
DEFINITIVE HEALTHCARE CORP CLASS A · Meeting: June 4, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of Class II Directors
Against Analysis
Mr. Egan has served since July 2019 and his full tenure overlaps the severe stock price decline of -91.1% over three years against the healthcare sector benchmark (XLV — fallback; no named peer group) return of +13.8%, a gap of approximately 105 percentage points that far exceeds the 30-point threshold required to trigger a vote against; the five-year return of -97.7% provides no mitigating offset as it also dramatically underperforms the same benchmark.
Mr. Chilukuri joined in September 2022, which is more than 24 months before the 2026 annual meeting, so he is not exempt from the TSR trigger; the company's three-year stock return of -91.1% trails the healthcare sector benchmark XLV by approximately 105 percentage points, far exceeding the 30-point threshold, and this underperformance was already developing when he joined, which is noted as context but does not exempt him under policy.
Mr. Hamood has served since September 2020, meaning his tenure fully encompasses the three-year underperformance period during which the stock fell -91.1% compared to the healthcare sector benchmark XLV's gain of +13.8%, a gap of roughly 105 percentage points well beyond the 30-point policy threshold; the five-year return of -97.7% confirms this is sustained underperformance rather than a temporary trough, so no mitigating adjustment applies.
For Analysis
All three Class II director nominees — Chris Egan, Sastry Chilukuri, and Samuel Hamood — trigger a vote against under the stock performance policy. The company's three-year stock return of -91.1% lags the healthcare sector benchmark (XLV — fallback; no named peer group) by approximately 105 percentage points, far exceeding the 30-point threshold that applies when absolute returns are negative. Each nominee has served long enough that their tenure meaningfully overlaps this period of severe underperformance, and the five-year return of -97.7% confirms there is no longer-term track record to offset the three-year trigger.
Say on Pay
✗ AGAINSTCEO
Kevin Coop
Total Comp
$8,604,138
Prior Support
82%%
CEO Kevin Coop received total compensation of $8,604,138 — including $7,696,741 in stock awards — at a company with a current market cap of just $104 million and a three-year stock price decline of -91.1%; this level of pay at a micro-cap company almost certainly exceeds the CEO benchmark for a company of this size by more than the 20% policy threshold, and the pay-for-performance alignment check fails because variable pay is well above what a micro-cap healthcare company would warrant while the stock has underperformed the sector benchmark (XLV — fallback; no named peer group) by approximately 105 percentage points over three years. Although the prior year Say on Pay received 82% support — above the 70% threshold that would trigger an automatic No — the absolute magnitude of the pay-for-performance disconnect, combined with the company's near-total destruction of shareholder value, warrants a vote against the compensation program.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,352,500
Non-Audit Fees
$854,228
The non-audit fees paid to Deloitte in 2025 — which include audit-related fees of $15,000, tax advisory fees of $837,333, and other fees of $1,895, totaling approximately $854,228 — represent about 63% of the core audit fee of $1,352,500, exceeding the 50% threshold under our policy; a non-audit relationship of this relative size raises concerns about the auditor's independence from management, warranting a vote against ratification.
Overall Assessment
This ballot presents serious governance and performance concerns at Definitive Healthcare: all three director nominees trigger a vote against due to the company's catastrophic stock decline of -91.1% over three years against the healthcare sector benchmark XLV, and the auditor ratification fails due to non-audit fees representing 63% of audit fees. The Say on Pay vote also warrants opposition given the CEO's $8.6 million pay package at a $104 million market-cap company that has lost nearly all of its shareholder value over the past three years.