Definitive Healthcare Appoints New CEO Clay Ritchey; Former CEO Coop Steps Down

What Happened
Definitive Healthcare (filed 8-K on Sept 2, 2026) announced that its board appointed Clay Ritchey as Chief Executive Officer and as a director, effective September 8, 2026. The filing also disclosed that former CEO Kevin Coop stepped down effective August 31, 2026. The company entered into an employment agreement with Mr. Ritchey dated August 28, 2026, which is attached to the filing.

Key Details

• Base salary and bonus: Ritchey will receive a $500,000 annual base salary and is eligible for the company’s annual bonus with a target equal to 87.5% of base salary.
• Equity grants: Initial annual equity target of at least $2,000,000; a New Hire Equity Incentive with a target grant date value of $4,000,000 (65% time‑based RSUs — $2.6M — four‑year vesting with one‑year cliff and quarterly thereafter; 35% performance‑based RSUs — $1.4M — three‑year performance period, cliff vesting). Shares will be calculated using a 30‑trading‑day VWAP from the grant date.
• Severance/Change‑in‑Control: If terminated without “Cause” or for “Good Reason,” Ritchey is eligible for 12 months’ salary continuation, unpaid prior annual bonus plus target bonus for the year of termination, acceleration of time‑based vesting for the next 12 months, prorated performance equity, and up to 12 months of COBRA. If termination occurs within 3 months before or 18 months after a Change in Control, benefits increase (18 months’ salary, 1.5× target bonus, full acceleration of time‑based equity, enhanced performance‑based vesting, and up to 18 months COBRA); severance is subject to executing a release.
• Other: No family relationships or related‑person transactions reported between Ritchey and company officers/directors. The company expects a separation agreement with Coop and will disclose material terms within four business days after it is executed.

Why It Matters
This is a leadership change that introduces a CEO with prior healthcare technology and executive experience and includes significant equity and severance protections that could affect future share dilution and executive compensation expenses. Investors should note the sizable upfront equity package ($4.0M target) and the change‑in‑control protections, and watch for the forthcoming separation agreement with the departing CEO, which the company will disclose when finalized.