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Definitive Healthcare Corp. Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

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On June 25, 2024, Definitive Healthcare (Nasdaq: DH) announced the granting of inducement awards to its new CEO, Kevin Coop. The awards include 1,137,038 performance-based restricted stock units (PSUs) and 1,170,047 time-based restricted stock units (RSUs), effective June 24, 2024. These grants are in accordance with Nasdaq Listing Rule 5635(c)(4) and are a part of the company's 2023 Inducement Plan.

The RSUs will vest in stages, with one-fourth vesting on July 1, 2025, and the rest in 12 equal quarterly installments. The PSUs are divided into four tranches, tied to specific stock price hurdles and performance periods, with vesting subject to the Human Capital Management and Compensation Committee's certification and Mr. Coop's continued service.

Positive
  • None.
Negative
  • Issuance of 2,307,085 RSUs and PSUs may dilute existing shareholders' equity.
  • Vesting of PSUs is contingent on stock price performance, adding risk and uncertainty.

FRAMINGHAM, Mass., June 25, 2024 (GLOBE NEWSWIRE) -- Definitive Healthcare (Nasdaq: DH), an industry leader in healthcare commercial intelligence, today announced that Definitive Healthcare’s Board of Directors (the “Board”) granted inducement awards consisting of 1,137,038 performance-based restricted stock units (“PSUs”) and 1,170,047 time-based restricted stock units (“RSUs”) to Kevin Coop, Definitive Healthcare’s new Chief Executive Officer and member of the Board, effective June 24, 2024. The awards were granted as an inducement material to Mr. Coop’s commencement of employment with Definitive Healthcare in accordance with Nasdaq Listing Rule 5635(c)(4).

The awards are subject to the terms and conditions of Definitive Healthcare’s 2023 Inducement Plan (the “Plan”) and the terms and conditions of the applicable award agreement covering the grant. One fourth of the shares underlying the RSUs vest on July 1, 2025, with the remaining shares vesting in 12 equal quarterly installments thereafter. The PSUs are divided into four vesting tranches, as follows: (i) 200,000 PSUs are subject to the first vesting tranche, (ii) 266,667 PSUs are subject to the second vesting tranche, (iii) 300,000 PSUs are subject to the third vesting tranche, and (iv) 370,371 PSUs are subject to the fourth vesting tranche. The first vesting tranche will vest during a two-year performance period beginning on the grant date and the other three vesting tranches will vest during a four-year performance period beginning on the grant date (each, a “Performance Period”). The PSUs become earned based on achievement of certain stock price hurdles and shall vest upon the Human Capital Management and Compensation Committee’s certification of the achievement of the stock price hurdle for the applicable vesting tranche and Performance Period, subject to Mr. Coop’s continued service (as defined in the Plan) through the date of such certification.

About Definitive Healthcare

At Definitive Healthcare, our passion is to transform data, analytics and expertise into healthcare commercial intelligence. We help clients uncover the right markets, opportunities and people, so they can shape tomorrow’s healthcare industry. Our SaaS platform creates new paths to commercial success in the healthcare market, so companies can identify where to go next. Learn more at definitivehc.com.

Investor Relations Contact:
Brian Denyeau
ICR for Definitive Healthcare
brian.denyeau@icrinc.com

Media Contacts:
Bethany Swackhammer
bswackhamer@definitivehc.com


FAQ

What are the inducement awards granted by Definitive Healthcare on June 24, 2024?

Definitive Healthcare granted 1,137,038 performance-based restricted stock units (PSUs) and 1,170,047 time-based restricted stock units (RSUs) as inducement awards to their new CEO, Kevin Coop.

How do the RSUs granted to Kevin Coop vest?

One fourth of the RSUs will vest on July 1, 2025, with the remaining shares vesting in 12 equal quarterly installments thereafter.

What is the vesting schedule for the PSUs granted to Kevin Coop?

The PSUs are divided into four tranches, with vesting tied to specific stock price hurdles over two-year and four-year performance periods, pending certification by the Human Capital Management and Compensation Committee.

What is the potential impact of the inducement awards on Definitive Healthcare’s shareholders?

The issuance of 2,307,085 RSUs and PSUs may dilute existing shareholders' equity and the vesting of PSUs is contingent on stock price performance, adding risk and uncertainty.

Definitive Healthcare Corp.

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