Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
This filing amends Item 5.02 of the Current Report on Form 8-K filed by Health
Catalyst, Inc. (the "Company") with the Securities and Exchange Commission on
September 7, 2022 (the "Prior 8-K"). As previously reported in the Prior 8-K, J.
Patrick Nelli transitioned from his role as President of the Company to Senior
Advisor as of September 30, 2022. On December 30, 2022, Mr. Nelli and the
Company entered into a separation agreement (the "Separation Agreement") in
connection with Mr. Nelli's departure from the Company, effective December 31,
2022. In exchange for Mr. Nelli's general release of claims and compliance with
the restrictive covenants contained in his employment agreement with the
Company, Mr. Nelli will receive the following consideration: (i) a lump sum cash
payment of $258,740.46 within thirty (30) days, which represents 9 months' base
salary for Mr. Nelli and an amount equal to COBRA premiums for 9 months, (ii)
certain equity awards previously granted to Mr. Nelli will be accelerated under
the terms of the Separation Agreement, resulting in the vesting of 72,096
restricted stock units of the Company, and (iii) the one-year additional
extension of the expiration date for certain previously vested options to
purchase common stock of the Company held by Mr. Nelli. This arrangement is also
in recognition of Mr. Nelli's extraordinary contributions to the Company over
the past nine years, for which the Company is deeply grateful.
The foregoing description of the terms of the Separation Agreement is qualified
in its entirety by reference to the Separation Agreement, which will be filed as
an exhibit to the Company's Annual Report on Form 10-K for the fiscal year
ending December 31, 2022.
© Edgar Online, source Glimpses