Independent
Tenure on this board
3.0 yrs
3 nominees · 3 ballot items.
Elect three Class II directors; ratify Ernst & Young LLP as independent registered public accounting firm for 2026; and approve, on an advisory basis, the compensation of the Company’s named executive officers.
Elect three Class II directors—A. Alex Jahangir, M.D.; Jeffrey L. McLaren; and Linda Rebrovick—to serve three-year terms expiring in 2029.
Ratify the appointment of Ernst & Young LLP as HealthStream’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in this proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation disclosures and program for its Named Executive Officers, as presented in the proxy statement. Management seeks this advisory approval to confirm investor support for its compensation design, which it describes as a pay‑for‑performance program composed of base salary, annual cash bonuses tied primarily to an adjusted EBITDA metric (with potential stretch payments linked to revenue growth), time‑based RSUs and option grants, and multi‑year performance‑based RSUs that vest upon achievement of specified adjusted EBITDA targets. The Compensation Committee emphasizes alignment with shareholder interests and retention, noting that target bonus and equity awards are structured to reward attainment of financial goals and long‑term value creation. The proxy notes that the Company received overwhelming shareholder support on say‑on‑pay in the prior year (reported as strong, mid‑90% approval), which the Compensation Committee views as validation of its approach. Because the vote is advisory and non‑binding, the Board retains discretion but states it will consider the vote’s outcome when setting future compensation. The management recommendation to vote "FOR" is justified by the Committee on the basis that the pay program ties a substantial portion of compensation to measurable company performance and includes long‑term equity that vests over time to promote retention and alignment. Potential governance considerations include the use of adjusted EBITDA as the core short‑term metric (which management adjusts for acquisitions and certain expenses), single‑year and multi‑year performance awards that may accelerate in certain change‑in‑control scenarios, and the absence of an explicit benchmarking policy but reliance on a market check and internal discretion. For an analyst assessing stewardship and alignment, key points are the measured use of performance metrics, the reported robust prior shareholder support, and the Board’s stated commitment to consider shareholder feedback in future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.2% | 2,674,760 | $55M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.7% | 1,385,548 | $29M |
| 3 | Copeland Capital Management, LLC | 4.4% | 1,276,739 | $26M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 1,047,927 | $22M |
| 5 | STATE STREET CORP | 3.4% | 995,557 | $21M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.2% | 921,846 | $19M |
| 7 | TWO SIGMA INVESTMENTS, LP | 2.9% | 844,420 | $17M |
| 8 | BlackRock, Inc. | 2.3% | 672,838 | $14M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 630,983 | $13M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 1.6% | 477,848 | $10M |
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