Health Catalyst, Inc. 8-K

What Happened

• Health Catalyst filed an 8-K (Feb 18, 2026) announcing that the Board appointed Ben Albert as Chief Executive Officer and a Class III director effective February 12, 2026, succeeding Daniel Burton, who accelerated his retirement and will resign from the Board effective February 17, 2026. Mr. Albert stepped down as COO effective the same date and previously served as President/COO (since Sept 2025) and as CEO and co‑founder of Upfront Healthcare Services (acquired by Health Catalyst in Jan 2025).
• The Board also announced multiple director transitions: Dawn Smith and Duncan Gallagher resigned effective February 17, 2026; John A. Kane resigned as Board chair on February 12, 2026 and from the Board effective April 1, 2026; Justin Spencer was named Board chair. The Board size was temporarily increased to appoint Mr. Albert and then approved staged reductions (to 7, then 6, then 5 directors) with two Class I seats to be up for election at the 2026 annual meeting.

Key Details

• CEO pay and equity: Mr. Albert’s base salary is $600,000 and he is eligible for an annual bonus with a 100% target of base salary.
• Equity grants: 465,000 RSUs (77,500 vest Mar 10, 2026; remainder in 10 equal quarterly installments) plus 465,000 performance‑based RSUs (PRSUs) with board‑to‑set metrics; vesting of a prior 2025 467,000 RSU grant was amended (77,833 vest Mar 10, 2026; remainder in 10 quarterly installments).
• Upfront acquisition and consideration: at the Upfront merger (Jan 2025) Mr. Albert received about $1.21M cash and 269,765 shares of Health Catalyst common stock, plus potential earn‑out consideration (up to ~$12.5M cash and ~2.7M shares) tied to 2026 performance; he also received retention awards (18,000 RSUs and 16,573 PRSUs).
• Board and committee changes: audit, compensation and nominating committee memberships were reconstituted effective with the resignations; certain departing directors received accelerated RSU vesting and prorated director retainer payments.

Why It Matters

• A new CEO is a material governance and strategy event — investors should note leadership continuity (internal promotion) and the specific compensation and equity structure that aligns Mr. Albert’s pay with company performance.
• Large equity grants and amended vesting schedules increase potential share‑based compensation dilution and tie significant upside to future performance (including earn‑out metrics from the Upfront acquisition).
• Significant board turnover and committee reshuffles affect governance and oversight; two board seats will be contested at the 2026 annual meeting, which may influence future board composition and oversight priorities.