hstm20240223_def14a.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under Rule 14a-12

HEALTHSTREAM, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials:

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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HEALTHSTREAM, INC.

500 11^THAvenue North, Suite 1000

Nashville, Tennessee 37203

(615) 301-3100

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 30, 2024

Dear Shareholder:

On Thursday, May 30, 2024, HealthStream, Inc. will hold its 2024 Annual Meeting of Shareholders. The meeting will be held virtually via the Internet, with no physical in-person meeting. Shareholders of record and holders of shares in “street name,” in each case as of April 1, 2024, will be able to listen, vote, and submit questions, regardless of location, via the Internet by following the procedures set forth below in this proxy statement below under “How Do I Attend the Annual Meeting?” The meeting webcast will begin at 2:00 p.m. Central Daylight Time on May 30, 2024, and we encourage you to access the meeting prior to the start time.

At this meeting, we will consider the following proposals:

to elect the three (3) persons nominated by the Board of Directors identified in this proxy statement as Class III directors to hold office for a term of three (3) years and until their respective successors have been duly elected and qualified;

to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;

to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Company’s proxy statement that accompanies this notice; and

to determine, on an advisory basis, whether the Company will have future advisory votes regarding executive compensation every one year, every two years, or every three years; and

to transact such other business as may properly come before the meeting.

In reliance on SEC rules which allow issuers to make proxy materials available to shareholders on the Internet, we are mailing our shareholders a notice instead of paper copies of our proxy statement and our annual report. The notice contains instructions on how to access those documents on the Internet. The notice also contains instructions on how shareholders can receive a paper copy of our proxy materials, including the proxy statement, our 2023 annual report, and a form of proxy card.

Whether or not you plan to attend the virtual meeting, we request that you vote as soon as possible.

	By the Order of the Board of Directors,




Nashville, Tennessee		Robert A. Frist, Jr.
April 11, 2024		Chief Executive Officer and Chairman of the Board

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PROXY STATEMENT

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INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	1
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	9
Directors	9
Board Meetings and Committees	13
Executive Sessions	15
Independent Directors	15
Skills Assessment and Board Evaluation Process	15
Leadership Structure	15
Lead Independent Director	16
Risk Oversight	16
Corporate Responsibility - Environmental, Social, and Governance	17
Nominating Committee Process and Board Diversity	17
Board Diversity Matrix	18
Limitations on Other Board Service	18
Communication with the Board	18
Certain Relationships and Related Transactions	18
Compensation Committee Interlocks	20
Code of Conduct	20
Code of Ethics for Executive Officers and Directors	20
Succession Planning	20
Director Orientation	20
Strategic Planning	21
Recoupment Policy	21
Anti-Hedging Policy	21
Director Compensation	22
Executive Officers	23
EXECUTIVE COMPENSATION	25
Compensation Discussion and Analysis	25
Compensation Committee Report for 2023	31
Summary Compensation Table	31
Grants of Plan-Based Awards – Fiscal Year 2023	33
Outstanding Equity Awards at 2023 Fiscal Year End	35
Stock Vested During 2023	37
Equity Compensation Plan Information	37
Potential Payments Upon Termination or Change-in-Control	38
CEO Pay Ratio	40
Pay Versus Performance	41
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	44
Section 16(a) Beneficial Ownership Reporting Compliance	44
AUDIT COMMITTEE REPORT FOR 2023	45
PROPOSAL ONE - ELECTION OF DIRECTORS	46
PROPOSAL TWO - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	46
PROPOSAL THREE - ADVISORY VOTE ON EXECUTIVE COMPENSATION	47
PROPOSAL FOUR - ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION	48
DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS	48
APPENDIX A: NON-GAAP FINANCIAL MEASURE INFORMATION AND RECONCILIATION	49

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INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on May 30, 2024 (the "Annual Meeting"): HealthStream, Inc.’s (the “Company” or “HealthStream”) proxy statement, proxy card, and 2023 Annual Report to Shareholders are available to registered and beneficial shareholders at http://www.edocumentview.com/HSTM. This notice is not a form for voting and presents only an overview of the more complete proxy materials that contain important information. We encourage all shareholders to access and review the proxy materials before voting.

These materials were made available to shareholders on April 11, 2024.

What is the Purpose of the Annual Meeting?

At HealthStream’s Annual Meeting, shareholders will act upon (i) the election of three (3) persons nominated by the Board of Directors (the “Board”) and identified in this proxy statement as Class III directors, (ii) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers under applicable Securities and Exchange Commission (“SEC”) rules (the “Named Executive Officers”) as described in this proxy statement, (iv) the determination, on an advisory basis, regarding whether the Company will have future advisory votes regarding executive compensation every one year, every two years, or every three years, and (v) any other matters that may properly come before the meeting. The Annual Meeting will be held on May 30, 2024, and will begin at 2:00 p.m. Central Daylight Time.

What are the Board’s Recommendations?

Our Board recommends that you vote:

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FOR the election of each of the nominees set forth in this proxy statement to serve as Class III directors on our Board;

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FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm;

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FOR the approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers as described in this proxy statement; and

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FOR the approval of a frequency of every one year for future advisory votes regarding executive compensation.

What Happens if I Do Not Give Specific Voting Instructions?

Shareholders of Record. If you are a shareholder of record (that is, if you hold your shares in your own name with our transfer agent) and you:

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Indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board; or

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Sign and return a proxy card without giving specific voting instructions,

then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement.

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Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in “street name” (that is, if you hold your shares through a broker, bank, or other nominee), you have the right to direct your broker, bank, or other nominee how to vote your shares and will receive materials and voting instructions from any such nominee with respect to voting your shares. New York Stock Exchange (“NYSE”) Rule 452 (“Rule 452”) provides that brokers, banks, and other nominees may not exercise their voting discretion on specified non-routine matters without receiving instructions from the beneficial owner of the shares. Because Rule 452 applies specifically to securities brokers, virtually all of whom are governed by NYSE rules, Rule 452 applies to all companies listed on a national stock exchange including companies (such as the Company) listed on the Nasdaq Stock Market (“Nasdaq”). Therefore, since proposal one (the election of directors), proposal three (the non-binding advisory vote on executive compensation), and proposal four (the non-binding advisory vote on the frequency of future advisory votes regarding executive compensation) are not considered routine under Rule 452, if you do not issue instructions to your broker, bank, or other nominee with respect to these proposals, your broker, bank, or other nominee will not be allowed to exercise its voting discretion (the “non-vote”). As such, with respect to these proposals, broker non-votes will not impact the outcome of proposals one, three, or four. For proposal two, the ratification of the independent registered public accounting firm, absent receiving instructions from you, your broker may vote your shares at its discretion on your behalf. If your shares are held in street name and you do not give your broker, bank, or other nominee instructions on how to vote, your shares will still be counted toward the quorum requirement for the Annual Meeting provided that your broker, bank, or other nominee votes your shares utilizing its discretionary authority for proposal two as noted above.

How Do I Attend the Annual Meeting?

Our Annual Meeting will be held on a virtual basis, meaning that you attend the Annual Meeting via the Internet. Shareholders of record and holders of shares in street name, in each case as of April 1, 2024, may attend the virtual meeting by following the instructions set forth below.

Shareholders of Record. In order to attend the Annual Meeting, shareholders of record must have the information that is printed on their notice or proxy card. Shareholders of record may attend the virtual meeting by logging in at www.meetnow.global/MPPZGDU and providing the applicable information set forth on their notice or proxy card.

Street Name Holders. In order to attend the Annual Meeting, holders of shares in street name will need to register to attend in advance. To register to attend the Annual Meeting, street name holders must (i) follow the procedures provided by their broker, bank, or other nominee that holds their shares for obtaining a legal proxy; and (ii) register with Computershare by submitting proof of such holder’s legal proxy reflecting such holder’s HealthStream holdings, along with such holder’s name and email address, to Computershare. Requests for registration must be labeled as “Legal Proxy” and must be received no later than 2:00 p.m. Central Daylight Time on May 27, 2024. Street name holders will receive a confirmation of their registration by e-mail after Computershare has received their registration materials.

Requests for registration should be directed to Computershare by either e-mail or mail as follows:

By e-mail:

Forward the email from your broker or attach an image of your legal proxy to legalproxy@computershare.com

By mail:

Computershare

HealthStream, Inc. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

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After a street name holder has received confirmation of registration, the street name holder may participate in the meeting by logging in at www.meetnow.global/MPPZGDU and entering the control number provided with the confirmation of registration.

Shareholder Questions. We intend to answer questions pertinent to Company matters in accordance with our rules of conduct and procedures as time allows during the Annual Meeting. Questions may be submitted over the Internet prior to or during the Annual Meeting by holders of record and holders of shares in street name participating in the Annual Meeting on a virtual basis who have logged in to the annual meeting page at www.meetnow.global/MPPZGDU and have followed the instructions on such webpage for submitting a question. In order to allow maximum participation, we will limit each holder to one question. If any question submitted by a holder of record or holder in street name is not addressed at the Annual Meeting, such stockholder or holder in street name may contact the Company’s Investor Relations department following the Annual Meeting at 500 11^th Avenue North, Suite 1000, Nashville, Tennessee 37203 or by contacting us at (615) 301-3237 or at ir@healthstream.com.

Other Information. The meeting webcast will begin at 2:00 p.m. Central Daylight Time on May 30, 2024, and we encourage you to access the meeting prior to the start time. Rules of conduct and procedures for the Annual Meeting will be available on the website set forth above once you access the meeting.

If you have difficulty accessing the meeting or have other technical difficulties, please call the technical support number that will be posted on the Annual Meeting log-in page at www.meetnow.global/MPPZGDU.

For information regarding voting at the Annual Meeting (as well as other methods of voting), see below under “How Do I Vote?”

Who is Entitled to Vote at the Annual Meeting?

The Board has fixed the close of business on Monday, April 1, 2024 as the record date. Shareholders of record of our common stock at the close of business on April 1, 2024 may vote at this meeting.

As of the record date, there were 30,397,886 shares of our voting common stock outstanding. These shares were held by approximately 16,391 record holders. Every shareholder is entitled to one vote for each share of common stock the shareholder held on the record date.

Who is Soliciting My Vote?

This proxy solicitation is being made and paid for by HealthStream. In addition, we have retained Computershare and Georgeson Shareholder Communications to assist in the solicitation. We will pay these entities an aggregate of approximately $7,999 plus out-of-pocket expenses for their assistance in connection with the solicitation. Our directors, officers, and other employees not specially employed for this purpose may also assist in the solicitation of proxies. They will not be paid additional remuneration for their efforts. We will also request brokers and other fiduciaries to forward proxy solicitation materials to the beneficial owners of shares of the common stock that the brokers and fiduciaries hold of record. We will reimburse them for their reasonable out-of-pocket expenses.

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On What Matters May I Vote?

You may vote on (i) the election of the three (3) persons nominated by the Board and identified in this proxy statement to serve as Class III directors of our Board, (ii) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, (iii) the approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers as described in this proxy statement, (iv) the determination, on an advisory basis, regarding whether the Company will have future advisory votes regarding executive compensation every one year, every two years, or every three years, and (v) any other matters that may properly come before the meeting.

Why Did I Receive a One-Page Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?

Pursuant to rules adopted by the SEC, the Company has elected to provide access to its proxy materials via the Internet. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s shareholders. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

I Share an Address with Another Shareholder, and We Received Only One Paper Copy of the Proxy Materials. How May I Obtain an Additional Copy of the Proxy Materials?

The Company has adopted a procedure called “householding” in accordance with SEC rules. Under this procedure, the Company is delivering a single copy of the Notice and, if requested, this proxy statement and the Annual Report to multiple shareholders who share the same address unless the Company has received contrary instructions from one or more of the shareholders. This procedure reduces the Company’s printing costs, mailing costs, and fees. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, the Company will deliver promptly a separate copy of the Notice and, if requested, this proxy statement and the Annual Report to any shareholder at a shared address to which the Company delivered a single copy of any of these documents. To receive a separate copy of the Notice and, if requested, this proxy statement or the Annual Report, shareholders may write or call the Company at the following address and telephone number:

HealthStream, Inc.

Investor Relations Department

500 11^th Avenue North

Suite 1000

Nashville, Tennessee 37203

Telephone Number: (800) 845-1579

Email: ir@healthstream.com

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How Do I Vote?

Your vote is important. Whether or not you plan to attend the meeting on a remote basis, we urge you to submit your voting instructions to the Company as soon as possible (and, in any event, prior to the meeting).

Shareholders of Record (Prior to Annual Meeting). If you are a holder of record, you may vote in advance of the Annual Meeting (1) via the Internet by following the instructions provided in the Notice, (2) by mail, if you requested printed copies of the proxy materials, by filling out and returning your proxy card in the manner described below, or (3) by telephone, if you requested printed copies of the proxy materials, by calling the toll-free number found on the proxy card. Alternatively, you may vote at the Annual Meeting on a remote basis as described below.

If you requested printed copies of the proxy materials and properly sign your proxy card and return it in the prepaid envelope, your shares will be voted as you direct. If you requested printed copies of the proxy materials and return your signed proxy card but do not mark the boxes showing how you wish to vote, your shares will be voted in the manner recommended by the Board on all matters presented in this proxy statement.

The deadline for shareholders of record to submit voting instructions by telephone or the Internet is 11:59 p.m. Eastern Daylight Time on Wednesday, May 29, 2024. For information about shareholders of record changing their vote, see below under “Can I Change My Vote?”

Beneficial Owners of Shares Held in Street Name (Prior to Annual Meeting). If you hold your shares in street name, your broker, bank, or other nominee will provide you with materials and instructions for voting your shares, which may allow you to vote your shares prior to the Annual Meeting by using the Internet or a toll-free telephone number. If you hold shares through more than one broker, bank, or other nominee, you will receive separate materials and voting instructions from each such nominee. You will need to separately follow the instructions received from each broker, bank, or other nominee through which you hold shares in order to ensure that all of your shares are voted. The deadline for street name holders to submit voting instructions by telephone or the Internet is 11:59 p.m. Eastern Daylight Time on Wednesday, May 29, 2024. For information about holders in street name changing their vote, see below under “Can I Change My Vote?”

Voting at Annual Meeting. Alternatively, shareholders of record and holders of shares in street name, in each case as of April 1, 2024, who have logged into the Annual Meeting at www.meetnow.global/MPPZGDU after following the instructions set forth above under “How Do I Attend the Annual Meeting,” may vote at the Annual Meeting by following the instructions regarding how to vote set forth on such webpage.

The meeting webcast will begin at 2:00 p.m. Central Daylight Time on May 30, 2024, and we encourage you to access the meeting prior to the start time.

How Can I Get Electronic Access to the Proxy Materials?

The Notice will provide you with instructions regarding how to:

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View on the Internet the Company’s proxy materials for the Annual Meeting; and

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Instruct the Company to send future proxy materials to you by email.

The Company’s proxy materials are also available on the Company’s website at www.healthstream.com.

Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to you and will reduce the impact of the Company’s annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

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How Will Voting on Any Other Business be Conducted?

We do not know of any business to be considered at the Annual Meeting other than (i) the election of three (3) persons nominated by the Board and identified in this proxy statement as Class III directors, (ii) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, (iii) the approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers as described in this proxy statement, and (iv) the determination, on an advisory basis, regarding whether the Company will have future advisory votes regarding executive compensation every one year, every two years, or every three years. Our Bylaws require shareholders of the Company to give advance notice of any proposal intended to be presented at any annual meeting. The deadline for this notice for the Annual Meeting has passed, and we did not receive any such notice made in compliance with our Bylaws. If any other business were to be properly presented at the Annual Meeting, Robert A. Frist, Jr., our Chairman and Chief Executive Officer, and Scott A. Roberts, our Chief Financial Officer, are authorized to vote on such matters at their discretion.

What is a “Quorum”?

A “quorum” is a majority of our outstanding shares of common stock. The shares may be present at the meeting (on a virtual basis) or represented by proxy. There must be a quorum for business to be conducted at the meeting. Abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting.

What Vote is Required to Approve Each Item?

Each of the director nominees must receive affirmative votes from a plurality of the shares voting to be elected.

The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 will be approved if the number of shares of Company common stock cast “FOR” such proposal exceed the number of shares of Company common stock cast “AGAINST” such proposal.

The approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers as described in this proxy statement will be approved if the number of shares of Company common stock voted “FOR” such proposal exceeds the number of shares of Company common stock voted “AGAINST” such proposal.

The determination, on an advisory basis, regarding the frequency with which the Company will have future advisory votes regarding executive compensation will be based on which of the three alternatives (every one year, every two years, or every three years) receives the plurality of the shares of Company common stock voted on such proposal.

What are My Voting Options on the Proposals?

With respect to Proposal 1, you may vote FOR or WITHHOLD your vote with respect to each of the three (3) nominees set forth in this proxy statement to serve as Class III directors on our Board.

With respect to Proposals 2 and 3, you may vote FOR the proposal, AGAINST the proposal, or you may elect to ABSTAIN from voting.

With respect to Proposal 4, you may vote FOR every one year, FOR every two years, FOR every three years, or you may ABSTAIN from voting.

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What is the Effect of Abstentions?

If you abstain from voting on Proposals 2, 3, or 4, you will be counted for purposes of determining whether a quorum exists. So long as a quorum is present, abstaining from Proposals 2, 3, or 4 will have no effect on whether any such matter is approved.

What is the Effect of a Broker Non-Vote?

So long as a quorum is present, a broker non-vote will have no effect on the outcome of the election of Class III directors under Proposal 1 or whether Proposals 3 or 4 are approved.

Can I Change My Vote?

If you are a shareholder of record, you may change your vote by doing one of the following:

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If you requested printed copies of the proxy materials, by sending a written notice of revocation to our Vice President, General Counsel, Sneha Oakley, at 500 11^th Avenue North, Suite 1000, Nashville, TN 37203, which must be received prior to the Annual Meeting, stating that you revoke your proxy;

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If you requested printed copies of the proxy materials, by signing a later-dated proxy card and submitting it so that it is received prior to the Annual Meeting in accordance with the instructions included in the proxy card;

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If you requested printed copies of the proxy materials and voted by telephone, by calling the toll-free number found on the proxy card and submitting another vote by telephone;

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If you previously voted by Internet prior to the Annual Meeting pursuant to instructions set forth in the Notice, by submitting another vote over the Internet prior to the Annual Meeting pursuant to such instructions; or

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By attending the Annual Meeting by visiting www.meetnow.global/MPPZGDU and voting your shares as outlined above.

If you hold your shares in street name, you may change your vote by following the instructions provided by your broker, bank, or other nominee.

Who Will Count the Votes?

A representative of our transfer agent, Computershare, will count the votes.

Where Can I Find the Voting Results?

We will announce the voting results at the Annual Meeting. We also will report the voting results on a Current Report on Form 8-K, which we expect to file with the SEC within four business days following the meeting.

When are Shareholder Proposals Due in Order to be Included in Our Proxy Statement for the 2025 Annual Meeting?

Any shareholder proposals to be considered for inclusion in next year’s proxy statement under Exchange Act Rule 14a-8 must be submitted in writing to Secretary, HealthStream, Inc., 500 11^th Avenue North, Suite 1000, Nashville, Tennessee 37203, prior to the close of business on December 12, 2024 and otherwise comply with the requirements of Rule 14a-8.

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What is the Deadline for Submitting Other Business or Nominations for the 2025 Annual Meeting?

If you bring business before the Annual Meeting which is not the subject of a proposal for inclusion in the proxy statement under Rule 14a-8, or if you want to submit a director nomination, our Bylaws require that you deliver notice in proper written form to our Secretary no later than March 1, 2025, but not before January 30, 2025 (or, if the 2025 annual meeting is called for a date not within 30 days of May 30, 2025, the notice must be received not earlier than the 120^th day prior to such annual meeting and not later than the 90^th day prior to such annual meeting or, if the first public disclosure of the date of such annual meeting is less than 100 days prior to such annual meeting, the 10^th day following the day on which public disclosure of the date of the annual meeting is first made). If such notice is provided to us by a shareholder under our Bylaws, a nominating shareholder must provide the information required by our Bylaws, including information regarding the nominating shareholder and affiliated persons, and otherwise comply with the terms of our Bylaws. In addition, if such notice is in relation to a proposed director nominee, the notice must include certain biographical information regarding the proposed nominee, a completed written questionnaire with respect to such proposed nominee regarding the background and qualifications of the proposed nominee (which questionnaire will be provided by the Secretary of the Company upon request), the proposed nominee’s written consent to nomination, and the additional information set forth in our Bylaws.

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than Company nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 31, 2025.

Whom Should I Contact if I Have Questions?

If you have any questions about the Annual Meeting or these proxy materials, please contact Sneha Oakley, our Vice President, General Counsel, or Mollie Condra, our Vice President, Investor Relations and Communications, at 500 11^th Avenue North, Suite 1000, Nashville, Tennessee 37203, (615) 301-3237. If you are a registered shareholder and have any questions about your ownership of our common stock, please contact our transfer agent, Computershare, at 462 S. 4th Street, Suite 1600, Louisville, KY 40202, (800) 962-4284. If your shares are held in a brokerage account, please contact your broker.

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DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

You can access our Corporate Governance Principles, committee charters, Lead Independent Director charter, Code of Conduct, Code of Ethics for executive officers and directors, and other corporate governance-related information on our website, www.healthstream.com (under the “Corporate Governance” section of the Investor Relations page), or by addressing a written request to HealthStream, Inc., Attention: General Counsel and Corporate Secretary, 500 11^th Avenue North, Suite 1000, Nashville, Tennessee 37203. Please note that our website is provided as an inactive textual reference and information on our website, whether referenced here or elsewhere in this proxy statement, is not incorporated by reference in this proxy statement.

We believe that effective corporate governance is important to our long-term success and our ability to create value for our shareholders. With leadership from our Nominating and Corporate Governance Committee of our Board (the “Nominating and Corporate Governance Committee”), our Board regularly evaluates regulatory developments and trends in corporate governance to determine whether our policies and practices in this area should be enhanced. The Nominating and Corporate Governance Committee also administers an annual skills assessment process as well as an annual self and peer evaluation process for the Board. In addition, our directors are encouraged to attend director education programs.

Directors

The Board is divided into three classes (Class I, Class II, and Class III). At each annual meeting of shareholders, directors constituting one class are elected for a three-year term. Directors who were elected by the Board to fill a vacancy in a class whose term expires in a later year are elected for a term equal to the remaining term for their respective class. The Fourth Amended and Restated Charter of the Company provides that each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board. The Board currently consists of nine members, of whom Messrs. Frist and Gordon and Ms. Rappuhn are standing for re-election as Class III Directors as set forth under “Proposal One – Election of Directors.”

The names and certain information about members of the Board are set forth below.

Name	Age	Positions with the Company	Director Since	Class and Year in Which Term Will Expire
Robert A. Frist, Jr.	57	Chief Executive Officer and Chairman of the Board	1990	Class III, 2024
Thompson S. Dent	74	Director	1995	Class I, 2025
Frank Gordon	61	Director	2002	Class III, 2024
Alex Jahangir, M.D.	45	Director	2023	Class II, 2026
Jeffrey L. McLaren	57	Director	1990	Class II, 2026
Terry Allison Rappuhn	67	Director	2022	Class III, 2024
Linda Rebrovick	68	Director	2001	Class II, 2026
William W. Stead, M.D.	75	Director	1998	Class I, 2025
Deborah Taylor Tate	67	Director	2010	Class I, 2025

Robert A. Frist, Jr., one of our co‑founders, has served as our Chief Executive Officer and Chairman of the Board of Directors since 1990. Mr. Frist graduated with a Bachelor of Science in Business with concentrations in Finance, Economics, and Marketing from Trinity University.

The Company believes that Mr. Frist’s experience managing the day-to-day operations of the Company’s business, along with his active involvement with the Company since its inception and his comprehensive understanding of the Company’s mission, give him the qualifications and skills to serve as a director.

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Thompson S. Dent has served as the Chief Executive Officer and Chairman of the Board of Directors of Urgent Team, LLC, an independent operator of urgent care centers, since 2013. Mr. Dent has also served as the co-founder and Executive Chairman of Re: Cognition Health, Ltd. London, England, an independent provider for cognitive disorders and pharmaceutical clinical trials in Alzheimer's and other CNS diseases, since 2010. He served as executive chairman and chief executive officer of MedTel International Corporation, an international diagnostic imaging company based in Nashville, TN, from 2004 to 2008. Mr. Dent earned a Masters in Healthcare Administration from The George Washington University and a Bachelor’s degree in Business from Mississippi State University. He has served as our lead Independent Director since December 15, 2014.

The Company believes that Mr. Dent’s decades of healthcare services industry expertise, including service on numerous healthcare company boards and committees, give him the qualifications and skills to serve as a director.

Frank Gordon has served as managing partner of Crofton Capital LLP, a private equity fund, since 2002. Mr. Gordon currently serves on the board of directors of a number of non-profit organizations and private companies. Mr. Gordon earned a Bachelor of Science from the University of Texas in Austin and a Masters in Business Administration from Georgia State University.

The Company believes that Mr. Gordon’s extensive healthcare business experience, including, but not limited to, service as a director in a management capacity and as an investor with both start-up and well-established companies, gives him the qualifications and skills to serve as a director.

Alex Jahangir, M.D. is the vice president for business development, vice-chair of orthopaedic surgery, and director of the division of orthopaedic trauma at Vanderbilt University Medical Center. Since joining Vanderbilt University Medical Center in 2009, Dr. Jahangir has also served as the executive medical director of the Vanderbilt Trauma, Burn, and Emergency Surgery Patient Care Center and associate chief of staff for Vanderbilt University Hospital. Dr. Jahangir is a co-founder and director of Pendant Biosciences, an advanced biotechnology startup developing biocompatible polymer systems. Dr. Jahangir previously served two terms as chairman of the Nashville Metropolitan Board of Health and was named chairman of the Metropolitan Nashville Coronavirus Taskforce by Mayor John Cooper at the onset of the COVID-19 pandemic in March 2020 where he led Nashville’s response, developing and implementing policies that mitigated the spread, bringing stakeholders across the city together, spearheading access to testing and vaccination for vulnerable communities, and serving as the public’s primary source for information about the city’s effort to keep residents safe and healthy. Dr. Jahangir earned a Bachelor of Science from The George Washington University, a Masters of Management in Healthcare from Vanderbilt University, Owen Graduate School of Management, and an M.D. from the University of Tennessee.

The Company believes that Dr. Jahangir's extensive experience leading an academic medical center, a metropolitan public health department, and a biotechnology company gives him the qualifications and skills to serve as a director.

Jeffrey L. McLaren has served as the founder, chief executive officer, and director of Medaxion, Inc., a leading provider of anesthesia information solutions, since 2008. Mr. McLaren served as the chief executive officer of SaferSleep, LLC, a provider of anesthesia information management systems from 2004 to 2007. He served as the chief executive officer of Southern Genesis, LLC, a management consulting company from 2003 to 2010. Mr. McLaren, also one of our co-founders, served as our President from 1990 to 2000 and as our Chief Product Officer from 1999 to 2000. Mr. McLaren graduated from Trinity University with a Bachelor of Arts in Business and Philosophy.

The Company believes that Mr. McLaren’s extensive healthcare business expertise, along with his intimate knowledge of the Company’s operations, gives him the qualifications and skills to serve as a director.

Terry Allison Rappuhn served on the board of directors of Quorum Health Corporation ("QHC"), a publicly-held operator of general acute care hospitals and outpatient services from 2017 to 2020. She was chair of QHC's board of directors from 2018 to 2020 and chair of QHC's audit committee from 2017 until 2018. She served Akorn, Inc., a publicly-held pharmaceutical company, as a director from 2015 to 2020, including serving as a member of the nominating and governance committee and as the chair of the audit committee. From 2016 to 2017, Ms. Rappuhn served on the board of directors and audit committee of Span-America Medical Systems, Inc., a publicly-held manufacturer of beds and pressure management products for the medical market. From 2006 to 2010, she served as a director and chaired the audit committee of AGA Medical Holdings, Inc., a medical device company. From 2003 to 2007, she served as a director of Genesis HealthCare Corporation, where she chaired the audit committee, and from 2017 to 2021, she served on the board of Genesis Healthcare, Inc., an operator of skilled nursing and assisted living centers. Previously, Ms. Rappuhn also served as Chief Financial Officer of a publicly-held owner and operator of acute care hospitals. Ms. Rappuhn has 15 years of experience with Ernst & Young LLP, is a Certified Public Accountant, and holds the NACD CERT Certificate in Cyber-Risk Oversight. In addition, Ms. Rappuhn co-founded an agency that makes critical home repairs and mobility modifications, empowering older adults and people with disabilities to age in place safely and with dignity. Ms. Rappuhn graduated from Middle Tennessee State University with a Bachelor in Business Administration.

The Company believes that Ms. Rappuhn’s extensive financial and healthcare industry expertise, including service on numerous healthcare company boards and committees, gives her the qualifications and skills to serve as a director.

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Linda Eskind Rebrovick is President of Impact Corporate Consulting, where she has served since 2018. Ms. Rebrovick has served on the boards of six public and private companies (not including her Board service with the Company). Ms. Rebrovick currently serves as a director of the following private companies: J2 Software, Inc. (doing business as CivicEye) and Consensus Point, Inc. In addition, she formerly served on the private company boards of Guidehouse, Inc., KPMG LLP, and Tribridge Enterprises, Inc. and the corporate boards of Pinnacle Financial Partners, Inc. and Reliant Bancorp, Inc. From April 2018 to June 2018, she served as Chief Executive Officer of Integrated Healing Technologies, where she assisted the company with its evaluation of potential strategies and alternatives, which ultimately led to the board's decision to wind down the company and file for Chapter 7 bankruptcy protection in the Middle District of Tennessee on July 9, 2018. The bankruptcy case was closed on February 16, 2021.

Ms. Rebrovick previously served as the CEO of Consensus Point, Inc. and held executive leadership roles at Dell, KPMG Consulting, BearingPoint, and IBM. As Area Vice President, Dell Healthcare and the EVP, Healthcare, KPMG Consulting, she was responsible for the national healthcare businesses, providing consulting, process improvement, organizational analysis, and implementation of healthcare technology solutions for their clients. As the Chief Marketing Officer of BearingPoint, Inc., she led the global marketing organization and managed the successful rebranding of the global consulting business in 40 countries. During her 16-year career with IBM, she was promoted from Marketing Representative to Marketing Manager and Business Unit Executive. Ms. Rebrovick was a 2021 Fellow, Harvard University, Advanced Leadership Initiative. She received her Bachelor of Science, Marketing, from Auburn University, Harbert College of Business. She has been recognized as a member of ODK and one of the Top 400 Women Graduates of the past 100 years at Auburn University.

Ms. Rebrovick was a candidate for Mayor, Metropolitan Nashville and Davidson County Government, in 2015. Her current community activities include the Advisory Board, Harvard University, Edmond & Lily Safra Center for Ethics; Board of Trustees, Leadership Nashville; and Board of Directors, Middle Tennessee Community Foundation. She is a founder and former Co-Chair of the Tennessee Chapter, Women Corporate Directors, and she was recognized as a "Director to Watch" by Directors & Boards.

The Company believes that Ms. Rebrovick’s public and private company board and executive experience, technology, market research and sales expertise, and background as a healthcare executive with global management technology and consulting companies, give her the qualifications and skills to serve as a director.

William W. Stead, M.D. is McKesson Foundation Professor in the Department of Biomedical Informatics and Professor of Medicine at Vanderbilt University Medical Center, where he has served as Chief Strategy Officer (2009-2020), Chief Information Officer (1991-2013) and associate vice chancellor for health affairs of Vanderbilt University (1991 to 2016). He is a founding fellow of the American College of Medical Informatics and the American Institute for Engineering in Biology and Medicine and a member of the National Academy of Medicine. He currently serves as member of the Audit Committee, National Academy of Sciences and served as a presidential appointee to the Systemic Interoperability Commission. He is past chairman, National Committee for Vital Health and Statistics, Department of Health and Human Services, Board of Regents, National Library of Medicine, and past president of the American College of Medical Informatics. Dr. Stead earned a Bachelor of Arts in Chemistry and an M.D. from Duke University.

The Company believes that Dr. Stead’s service as chief strategy officer for Vanderbilt University Medical Center, plus leadership in organizations devoted to the study of biomedical informatics, give him the qualifications and skills to serve as a director.

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Deborah Taylor Tate previously served as the Director of the Administrative Office of the Courts for the Tennessee Supreme Court and State of Tennessee from 2015 to 2022. She also served as a member of the American Judges Association and the Conference of State Court Administrators, where she was on the national board of directors until February 2022. In addition, Ms. Tate served as National Co-chair of the National Judicial Opioid Task Force, developing and implementing training and resources regarding the opioid epidemic to thousands of judges across the nation from 2017 to 2021. Ms. Tate, a licensed attorney, served as the Tennessee Supreme Court’s appointee to numerous state boards and commissions, including the Tennessee Consolidated Retirement System Board overseeing the state’s $60 billion pension fund, where she also was elected to the Audit Committee until February 2022. Ms. Tate previously served on the Tennessee Information Systems Council, which oversees all technology projects for the State of Tennessee. Currently, Ms. Tate serves as the Vice President on the Executive Board of the Leadership Nashville Alumni Association. Nationally, she serves as vice-chairman of the national Multicultural Media, Telecommunications and Internet Council, a position she has held since 2021. She was twice-nominated to the Federal Communications Commission (FCC) by President George W. Bush and unanimously confirmed by the U.S. Senate in 2005. She served as the only female Commissioner of the FCC until 2009, serving as chair of two Federal Joint Boards regarding advanced communications services and represented the FCC internationally at the International Telecommunications Union (ITU) and in bilateral telecommunications negotiations. She was named the first ITU Envoy for her work with children’s internet policy as well as receiving the honor of Laureate for Childhood Online Protection. At the time of her presidential appointment, Ms. Tate was serving as the chairman and director of the Tennessee Regulatory Authority, the state regulatory body for all telecom and utility companies and previously served as executive director of the Health Facilities Commission overseeing the state’s healthcare facility and services regulation. Ms. Tate served on the legal counsel and senior staff for former Senator Lamar Alexander, and former Governor Don Sundquist. She presently serves as vice-chair of the Council of National Policy Advisors to Centerstone America, the leading informatics, analytics, and clinical research provider for behavioral healthcare. Ms. Tate received both her undergraduate degree and Juris Doctorate (J.D.) from the University of Tennessee, and also attended Vanderbilt Law School.

Ms. Tate serves as a Trustee for the Community Foundation of Middle Tennessee and helped co-found numerous organizations including a residential placement for mothers and children affected by addiction and a financial literacy program for middle and high school girls. She has received numerous state, national, and international awards for her professional, public and nonprofit service including the End Slavery Public Service award for her work with Human Trafficking and the Justice Janice Holder Access to Justice Award for her national work in the opioid crisis. In 2023, Ms. Tate was honored by both Houses of the Tennessee General Assembly with a Joint Resolution to honor her lifetime of public service to the state and nation as well as her non-profit work with families and children.

The Company believes that Ms. Tate’s extensive background in various legal, leadership, and policymaking roles with both healthcare companies and state and federal regulatory agencies gives her the qualifications and skills to serve as a director.

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Board Meetings and Committees

Our business is managed under the direction of our Board. Our Board is responsible for establishing our corporate policies and strategic objectives, reviewing our overall performance, and overseeing management’s performance. The Board delegates the conduct of the business to our senior management team. Directors have regular access to senior management. They may also seek independent, outside advice. The Board oversees all major decisions to be made by the Company. The Board holds regular quarterly meetings, an annual strategic planning meeting, and meets on other occasions when advisable. The Board operates pursuant to our Corporate Governance Principles, a copy of which may be accessed in the “Corporate Governance” section of the Investor Relations page of our website at www.healthstream.com.

During 2023, our Board held twelve meetings, the Audit Committee of our Board (the “Audit Committee”) held six meetings, the Compensation Committee of our Board (the “Compensation Committee”) held five meetings, and the Nominating and Corporate Governance Committee held five meetings. Each of our directors attended at least 90% of the meetings of the board and the committees on which such director served during 2023 in the aggregate. In addition, (1) each of our directors attended all of our board meetings in 2023, except for two members who were unable to attend one meeting, (2) each of our directors serving on the Compensation Committee in 2023 attended all of the committee meetings in 2023, (3) each of our directors serving on the Nominating and Corporate Governance Committee attended all of the committee meetings in 2023, and (4) each of our directors serving on the Audit Committee attended all of the committee meetings in 2023. Our Board has adopted a policy strongly encouraging all of our directors to attend the annual meeting of shareholders. For the Annual Meeting, the attendance of our directors will be on a remote basis as the result of the fact that we are holding a virtual annual meeting as reflected herein. All directors attended, on a remote basis, our prior annual meeting of shareholders in May 2023, which was similarly held on a virtual basis.

Each of our independent directors also devotes his or her time and attention to the Board’s standing committees. The Board has established three standing committees consistent with the rules of Nasdaq so that certain areas can be addressed in more depth than may be possible at a full Board meeting. Ad hoc task forces of board members may also be formed from time to time to consider acquisitions or other strategic issues. Each standing committee has a written charter that has been approved by the committee and the Board and that is reviewed at least annually. The committees, their primary functions, and memberships are as follows:

Audit Committee. The Audit Committee’s primary duties and responsibilities are oversight of the integrity of HealthStream’s financial reporting process; oversight of our system of internal controls regarding finance, accounting, and legal compliance; oversight of the processes and programs utilized by management for identifying, evaluating, and mitigating various risks inherent in the Company’s business, including enterprise security risks such as privacy, data, cybersecurity and information security; selecting and evaluating the qualification, independence, and performance of our independent registered public accounting firm; monitoring compliance with the Company’s Code of Ethics for executive officers and directors and Code of Conduct; monitoring the reporting hotline; and providing an avenue of communication among the independent registered public accounting firm, management, and the Board.

The Audit Committee operates pursuant to the terms of an Audit Committee Charter, a copy of which may be accessed in the “Corporate Governance” section of the Investor Relations page of our website at www.healthstream.com. The current members of the Audit Committee are Terry Allison Rappuhn (Chair), Linda Rebrovick, and William W. Stead, M.D. The members of the Audit Committee during 2023, were Michael D. Shmerling (Chair), William W. Stead, M.D., Terry Allison Rappuhn, Alex Jahangir, M.D., and Linda Rebrovick. Ms. Rappuhn was appointed Chairperson of the Audit Committee in May 2023 upon the retirement of Mr. Shmerling and has continued to serve as Chairperson of the Audit Committee since such time. Dr. Jahangir was appointed a member of the Audit Committee in June 2023 and served in such role until such time that he was appointed to the Nominating and Governance Committee in July 2023. Ms. Rebrovick was appointed a member of the Audit Committee in July 2023 and has continued to serve in such role since such time. See “Audit Committee Report for 2023.”

The Board has determined that all members of the Audit Committee are financially literate under the current listing standards of Nasdaq and are independent within the meaning of the listing standards of Nasdaq and Rule 10A-3 of the Securities Exchange Act. The Board also determined that Terry Allison Rappuhn qualifies as an “Audit Committee Financial Expert” as defined by the regulations of the SEC adopted pursuant to the Sarbanes-Oxley Act of 2002.

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What is the Audit Committee’s and the Board’s role in overseeing information security?

The Company’s cybersecurity risk management program is designed to employ industry best practices, including ongoing enhancement of governance, risk, and compliance management, regular updates to our response planning and protocols, security policy and standards maintenance, and new technology implementation to proactively monitor vulnerabilities and reduce risk, including processes designed to identify material cybersecurity risks associated with our use of third-party service providers. This program includes the engagement of consulting firms and other third parties. The Company maintains cyber liability insurance to help mitigate potential liabilities resulting from cybersecurity matters.

The Company’s cybersecurity risk management processes are integrated into the Company’s overall risk management program. In this regard, our Board of Directors has designated the Audit Committee as being primarily responsible for overseeing risk management at a board level, and has delegated certain specific categories of risk oversight matters to the Audit Committee as well as to the other standing committees of the Board, within their respective areas of responsibilities. Additionally, the Audit Committee makes periodic reports to the Board regarding briefing and reports provided by management and advisors regarding various risk oversight matters as well as the Audit Committee’s own analysis and conclusions regarding the adequacy of the Company’s risk management program.

For additional information, see Part I, Item 1C of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 26, 2024.

Compensation Committee. The Compensation Committee has responsibility for reviewing and approving the salaries, bonuses, and other compensation and benefits of our executive officers; evaluating the performance of the Chief Executive Officer; establishing and reviewing Board compensation; reviewing and advising management regarding benefits and other terms and conditions of compensation of management; reviewing the Compensation Discussion and Analysis section of this proxy statement; issuing the Compensation Committee report included in this proxy statement; administering the Company’s 2016 Omnibus Incentive Plan (the "2016 Plan") and 2022 Omnibus Incentive Plan (the "2022 Plan"), including cash bonus plans adopted pursuant to the terms of the 2022 Plan for our Named Executive Officers; and overseeing and administering the Company's compensation recoupment policy. The Compensation Committee operates pursuant to the terms of a Compensation Committee Charter, a copy of which may be accessed in the “Corporate Governance” section of the Investor Relations page of our website at www.healthstream.com. The current members of the Compensation Committee are (and the members of the Compensation Committee during 2023 were) Frank Gordon (chair), Linda Rebrovick, and Jeffrey McLaren, each of whom is independent within the meaning of the listing standards of Nasdaq. See “Compensation Committee Report for 2023.”

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee provides assistance to the Board in identifying and recommending individuals qualified to serve as directors of the Company, reviews the composition of the Board, reviews and recommends corporate governance policies for the Company, reviews the management succession plan of the Company and annually evaluates the skills and performance of the Board, oversees environmental, social, and governance ("ESG") considerations impacting the Company, and reviews and oversees diversity-related initiatives, policies and procedures that the Company may adopt with the guidance and supervision of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee operates pursuant to the terms of a Nominating and Corporate Governance Committee Charter, a copy of which may be accessed in the “Corporate Governance” section of the Investor Relations page of our website at www.healthstream.com. The current members of the Nominating and Corporate Governance Committee are Thompson Dent (chair), Alex Jahangir, M.D., and Deborah Taylor Tate. The members of the committee during 2023 were Thompson Dent (Chair), Alex Jahangir, M.D., William W. Stead, M.D., and Deborah Taylor Tate. Dr. Jahangir was appointed to the Committee in July 2023 in place of Dr. Stead. Mr. Dent, Dr. Jahangir, Dr. Stead, and Ms. Tate are each independent within the meaning of the listing standards of Nasdaq.

Our Chairman and Chief Executive Officer proposes the agenda for the Board meetings and presents the agenda to the Nominating and Corporate Governance Committee, which reviews the agenda with our Lead Independent Director and our Chairman and Chief Executive Officer, and may raise other matters to be included in the agenda or at the meetings. All directors receive the agenda and supporting information in advance of the meetings. Directors may raise other matters to be included in the agenda or at the meetings. Our Chairman and Chief Executive Officer and other members of senior management make presentations to the Board at the meetings and a substantial portion of the meeting time is devoted to the Board’s discussion of and questions regarding these presentations.

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Executive Sessions

The independent directors meet in executive session (i.e., with no members of management present) periodically, in at least two regularly scheduled meetings each year. The Lead Independent Director, or his or her designee, presides at these meetings.

Independent Directors

The Board has determined that Thompson S. Dent, Frank Gordon, Alex Jahangir, M.D., Jeffrey L. McLaren, Terry Allison Rappuhn, Linda Rebrovick, William W. Stead, M.D., and Deborah Taylor Tate do not have any relationship that, in the opinion of the Board, would interfere with the exercise of the director’s independent judgment in carrying out the responsibilities of a director and that such directors are “independent” under the listing standards of Nasdaq. In addition, all of the standing committees of the Board are comprised solely of independent directors as set forth above. Robert A. Frist, Jr., our Chief Executive Officer and Chairman, is not independent under the Nasdaq listing standards and does not serve on any standing committee.

During this review, the Board considered whether there are or have been any transactions, relationships, or arrangements involving our non-management directors (including family members) that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of the Company in accordance with Nasdaq listing standards. The purpose of this review was to determine whether any of these relationships, transactions, or arrangements were inconsistent with a determination that such non-management directors were independent. In making its independence determinations, the Board considered the ordinary course, non-preferential relationships involving non-management directors set forth in the paragraph below, and determined that none of these relationships would cause such non-management directors to not be independent.

HealthStream in the ordinary course of business has certain vendor agreements with entities where Messrs. Dent and McLaren, two of our directors, serve as executive officers. These vendor agreements are for certain of the Company's software-as-a-service offerings that are used broadly throughout the healthcare provider market, and such agreements do not involve consulting or professional services. The Company considered the types and amounts of commercial dealings between the Company and the organizations with which Messrs. Dent and McLaren are affiliated as referenced above in connection with reaching its conclusion that these relationships did not constitute material relationships involving either such director and the Company, and the agreements were entered into at arms-length without the participation of the applicable director.

Skills Assessment and Board Evaluation Process

The Nominating and Corporate Governance Committee is responsible for assessing the Board’s skills, evaluating director performance, and providing feedback to directors in connection with the evaluation of their performance. Further, the Nominating and Corporate Governance Committee annually assesses the skills required of the Board to support appropriate governance and corporate oversight. In connection with these responsibilities, the Nominating and Corporate Governance Committee annually conducts a board skills assessment as well as self and peer evaluations for the full Board. The Board evaluation process includes self and peer reviews, suggestions for individual improvement, and year to year comparison and trend analysis for both individual directors and the Board on a composite basis. The Board annually reviews the results to improve the effectiveness of the Board as a whole. The skills assessment and Board evaluation processes are used to determine skill requirements for new director nominations, assess committee assignments, review the qualifications of incumbent directors to determine whether to recommend them to the Board as nominees for re-election, and to facilitate improvement of the effectiveness of the Board.

Leadership Structure

The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as the Board believes it is in the best interests of the Company to make that determination based on the position and direction of the Company, the membership of the Board, and the background and knowledge of the Chief Executive Officer. The Board has determined that having the Company's current Chief Executive Officer, Robert A. Frist, Jr., serve as Chairman is in the best interest of the Company's shareholders at this time. The Board believes that this structure makes the best use of Mr. Frist's extensive knowledge of the Company and its industry and also facilitates effective communication between the Company's management and the Board. The Board also believes that, in light of the combined role of the Chairman and Chief Executive Officer at the Company, it is beneficial to the Company and its investors to have a strong Lead Independent Director with clearly defined roles and responsibilities. The Board also believes that having Mr. Frist serve as Chairman of the Board provides an efficient and effective leadership model for us by fostering clear accountability, effective decision making, and alignment of corporate strategy. The Board believes that its current management structure, taking into account the significant duties of the Lead Independent Director as described below, is in the best interest of shareholders and strikes an appropriate balance for the Company.

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Thompson S. Dent serves as Lead Independent Director—a position that, at HealthStream, entails significant responsibility for independent Board leadership as noted in more detail below. During his tenure as a director, Mr. Dent has demonstrated strong leadership skills and independent thinking as well as a deep understanding of the Company’s business.

Lead Independent Director

The position of Lead Independent Director at HealthStream comes with a clear mandate and significant authority and responsibilities under a Board-approved charter. These responsibilities and authority include the following:

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presiding at all meetings of the Board at which the Chairman and Chief Executive Officer is not present, including executive sessions of the independent Directors;

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having the authority to call meetings of the independent Directors;

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serving as a liaison between the independent Directors and the Chairman and Chief Executive Officer;

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approving, in consultation with the Chairman and Chief Executive Officer, meeting agendas for the Board;

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approving the type of information sent to the Board;

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facilitating the Board’s approval of the number and frequency of Board meetings and approving meeting schedules to assure that there is sufficient time for discussion of all agenda items;

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being regularly apprised of inquiries from shareholders and involved in correspondence responding to these inquiries, when appropriate; and

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being available to meet with major shareholders, upon their reasonable request, to receive input and ensure that such input is communicated to the independent directors and, as appropriate, management.

The Charter of the Lead Independent Director can be found on our website at www.healthstream.com (under the “Corporate Governance” section of the Investor Relations page).

Risk Oversight

The Board believes that an effective risk management system should be focused on (1) timely identifying the material risks that the Company faces, (2) communicating necessary information with respect to material risks to senior executives and, as appropriate, to the Board or relevant Board committee, (3) implementing appropriate and responsive risk management strategies consistent with the Company's risk profile, and (4) integrating risk management into Company decision-making. The Board has designated the Audit Committee as being primarily responsible for overseeing risk management at a board level and has delegated certain specific categories of risk oversight matters to the Audit Committee. Additionally, the Audit Committee makes periodic reports to the Board regarding briefings and reports provided by management and advisors regarding various risk oversight matters as well as the Audit Committee's own analysis and conclusions regarding the adequacy of the Company's risk management program. Moreover, the Audit Committee oversees significant financial risk exposures and the steps that management has taken to monitor, control, and report such exposures. Another particular area of risk that the Audit Committee evaluates and oversees on a regular basis is that of cybersecurity and information security. A summary of this review is also provided by management to the Board during each quarterly Board meeting. In addition, the Board encourages management to promote a corporate culture that incorporates risk management into the Company's corporate strategy and day-to-day business operations. The Board also works, with the input of the Company's executive officers, to assess and analyze the most likely areas of future risk for the Company.

In addition to the oversight responsibilities of the Audit Committee as summarized above, the Board has delegated certain other categories of risk oversight to the other standing committees of the Board within their areas of responsibility or as may otherwise be delegated by the Board. In this regard, on an annual basis the Nominating and Corporate Governance Committee, in conjunction with the Audit Committee, reviews and recommends an Incident Response Policy for the Board’s approval. The Incident Response Policy is intended to categorize certain risk scenarios, designate members of senior management charged with addressing them, and provide for escalation of certain risk events from management to the appropriate Board Committee or the Board as a whole. In addition, the Nominating and Corporate Governance Committee oversees ESG risks which may impact the Company. Moreover, the Compensation Committee considers the risks that may be implicated by our executive compensation programs. Based upon the comprehensive review of the executive compensation programs, the Compensation Committee has concluded that the Company’s executive compensation programs are not reasonably likely to have a material adverse effect on the Company as a whole.

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Corporate Responsibility – Environmental, Social, and Governance

We believe that incorporating corporate responsibility and ESG concerns into our day-to-day business operations helps promote long-term growth for our company. Both the Nominating and Corporate Governance Committee and the Board receive periodic reports from management on our ESG initiatives, which include the following:

Diversity, Equity, & Inclusion. We are committed to fostering a work culture that promotes diversity, equity, and inclusion ("DEI"). Our DEI strategy is grounded in our corporate DEI Point-of-View statement and demonstrates our commitment to advancing and preserving a culture of DEI. In 2023, StreamForward, our employee-led DEI initiative, highlighted the importance and benefits of a diverse, equitable, and inclusive organization through education, content, programs, and training that enhance cultural competency, reduce bias, and promote a culture of belonging. In 2022, we launched DEI training for all managers, supervisors, and executives with an emphasis on unconscious bias, leading diverse teams, and fostering a diverse workplace and culture, which we subsequently expanded to the Company’s workforce as a whole during 2023. Our commitment to creating a more inclusive organization makes us a stronger organization and, in turn, drives our actions to make a positive impact on the equitable delivery of healthcare. Our DEI Point-of-View may be accessed in the “Corporate Governance” section of the Investor Relations page of our website at www.healthstream.com

Community Engagement. Guided by the Constitutional value of “streaming good,” we strive to create a positive social impact on the communities we serve. Being outstanding stewards of our communities – at all levels – is expected of employees as we recognize the value of “giving back” to others. We live this value through our Streaming Good corporate social responsibility program which enables employees to participate in various initiatives to support our current selected organization, The American Cancer Society. Additionally, all employees are provided with paid time off to volunteer at the not-for-profit organization of their choosing through our Paid Time Off program.

Environmental Sustainability. We believe in operating our business in an environmentally responsible manner, as evidenced by our selection of a LEED-certified building as our corporate headquarters.

Nominating Committee Process and Board Diversity

The Nominating and Corporate Governance Committee is responsible for identifying qualified individuals to serve as members of the Company’s Board as well as reviewing the qualifications and performance of incumbent directors to determine whether to recommend them to the Board as nominees for re-election. In identifying candidates for membership on the Board, the Nominating and Corporate Governance Committee takes into account all factors it considers appropriate, which may include (a) ensuring that the Board, as a whole, is diverse and consists of individuals with various and relevant career experience, technical skills, industry knowledge and experience, financial expertise (including expertise that could qualify a director as an “audit committee financial expert,” as that term is defined by the rules of the SEC), and local or community ties and (b) appropriate qualifications on an individual level, including strength of character, mature judgment, time availability, familiarity with the Company’s business and industry, independence of thought, and an ability to work collegially. The Nominating and Corporate Governance Committee also may consider the extent to which the candidate would fill a present need on the Board. With respect to new candidates for Board service, a full evaluation generally also includes a detailed background check. With respect to the appointment of Dr. Jahangir to the Board in May 2023, the above-described process was followed. Dr. Jahangir was recommended to the Board by our Chief Executive Officer and Chairman based on Dr. Jahangir’s professional qualifications and leadership experience in healthcare and health policy.

The Company does not have a formal policy with regard to the consideration of diversity in identifying director nominees, but the Nominating and Corporate Governance Committee strives to nominate directors with a variety of complementary skills and backgrounds so that, as a group, the Board will possess the appropriate talent, skills, and expertise to oversee the Company's business.

In addition, the Nominating and Corporate Governance Committee takes into account gender, racial, and ethnic diversity when selecting and nominating individuals to serve on the Board of Directors. In this regard, the Board currently includes three female members and one member of Middle Eastern ethnicity. The Nominating and Corporate Governance Committee intends to continue to take into account racial, ethnic, and cultural diversity considerations when assessing potential candidates to serve as new members of the Board on a going forward basis in light of the Company's DEI initiatives as noted above, as well as applicable laws, rules, regulations, and listing standards.

The Nominating and Corporate Governance Committee will consider nominees for the Board recommended by shareholders as provided below. Shareholders may propose nominees for consideration by the Nominating and Corporate Governance Committee by submitting the names and supporting information to: General Counsel and Corporate Secretary, HealthStream, Inc., 500 11^th Avenue North, Suite 1000, Nashville, Tennessee 37203. The Nominating and Corporate Governance Committee will only consider candidates who are recommended by shareholders in accordance with the procedures set forth above under “What is the Deadline for Submitting Other Business or Nominations for the 2024 Annual Meeting?”

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Board Diversity Matrix

The matrix below summarizes the self-identified gender and demographic background statistics for the Board in accordance with Nasdaq Rule 5606. Each of the categories listed in the matrix below has the meaning as it is used in Nasdaq Rule 5605(f). To see our board diversity matrix as of April 10, 2023, please see the proxy statement filed by the Company with the SEC on April 10, 2023.

Board Diversity Matrix (As of April 11, 2024)
Total Number of Directors	9
	Female	Male	Non-Binary	Did not Disclose Gender
Part I: Gender Identity
Directors	3	5		1
Part II: Demographic Background
African American or Black
Alaskan Native or Native American
Asian
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White*	3	5
Two or More Races or Ethnicities
LGBTQ+	0
Did Not Disclose Demographic Background	3

^*	Includes one male who self-identifies as Middle Eastern.

Limitations on Other Board Service

Our Code of Conduct and Governance Principles provide that a director may not serve on more than two other public company boards without Board approval. Otherwise, we do not believe that our directors should be categorically prohibited from serving on boards and/or board committees of other organizations. Service on boards and/or committees of other organizations must also be consistent with our conflict of interest policy, as set forth in our Code of Conduct and Code of Ethics for executive officers and directors, which, among other things, require a director to provide notice to the Board of his or her acceptance of a nomination to serve on the board of another public company.

Communication with the Board

Shareholders may communicate with any of the Company’s directors by writing to them c/o HealthStream, Inc., 500 11^th Avenue North, Suite 1000, Nashville, Tennessee 37203. Shareholders may also communicate with our directors by sending an email to boardofdirectors@healthstream.com. Shareholders may communicate with the chair of any committee by sending an email to auditchair@healthstream.com (Audit Committee), nomgovchair@healthstream.com (Nominating and Corporate Governance Committee), or compchair@healthstream.com (Compensation Committee), or with our outside directors as a group by sending an email to outsidedirectors@healthstream.com. Shareholders may also communicate with the Lead Independent Director by sending an email to LID@healthstream.com. Sneha Oakley, Vice President, General Counsel is our Compliance Officer, and she reviews all such correspondence and regularly forwards to the Board a summary of all such correspondence and copies of all correspondence that, in the opinion of the Compliance Officer, deals with the functions of the Board or committees thereof or that she otherwise determines requires their attention. Our Compliance Officer reserves the right to reject from this process any material that is harassing, unduly offensive or otherwise not credible, or that solicits business on behalf of the sender. Concerns relating to accounting, financial reporting, internal controls, or auditing matters are immediately brought to the attention of the Company’s Audit Committee and handled in accordance with procedures established by the Audit Committee. Concerns relating to the Board’s overall governance are brought to the immediate attention of the Lead Independent Director and are handled in accordance with procedures established by the Lead Independent Director.

Certain Relationships and Related Transactions

The Board has adopted a written Related-Party Transaction Policy (the “Policy”) providing for approval of transactions in which (1) the aggregate amount involved will or may be reasonably expected to exceed $120,000 in any calendar year, (2) the Company or any of its subsidiaries is a participant, and (3) any of our directors, director nominees, executive officers, greater than five percent beneficial owners, or an immediate family member of any of the foregoing individuals (“Related Party”) has or will have a direct or indirect material interest (other than solely as a result of being a director, officer or a less than ten percent beneficial owner of another entity) (“Related Party Transaction”). A copy of the Policy may be accessed in the “Corporate Governance” section of the Investor Relations page of our website at www.healthstream.com.

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The Board has determined that the Audit Committee is best suited to review and approve Related Party Transactions. Pursuant to the Policy, the Audit Committee reviews Related Party Transactions and determines whether or not to approve or ratify those Related Party Transactions and may also review and approve transactions with Related Parties that do not constitute a “Related Party Transaction” as defined above as the result of not meeting the dollar or materiality thresholds set forth above; provided, however, that the Chair of the Audit Committee will review and consider any Related Party Transaction if it is not practicable for the entire committee to consider such matter. The Policy provides that the Audit Committee (or Chair) will take into the following factors, as applicable, in connection with its review of the Related Party Transaction:

●

The Related Party’s interest in the Related Party Transaction;

●

The approximate dollar value of the amount involved in the Related Party Transaction;

●

The approximate dollar value of the amount of the Related Party’s interest in the transaction without regard to the amount of any profit or loss;

●

Whether the transaction was undertaken in the ordinary course of business of the Company;

●

Whether the transaction with the Related Party is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party;

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The purpose of, and the potential benefits to the Company of, the Related Party Transaction;

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Required public disclosure, if any; and

●

Any other information regarding the Related Party Transaction or the Related Party in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

As set forth in the Policy, the Audit Committee has reviewed the types of Related Party Transactions described below and determined that each of the following types of Related Party Transactions shall be deemed to be pre-approved by the Audit Committee, even if the aggregate amount involved will exceed $120,000, unless otherwise specifically determined by the Audit Committee:

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Any employment by the Company of an executive officer of the Company or any of its subsidiaries, as long as the executive officer is not an immediate family member of another executive officer, director, or nominee for director of the Company, and the related compensation is approved (or recommended to the Board for approval) by the Company’s Compensation Committee;

●

Any compensation paid to a director if the compensation is consistent with the Company’s director compensation policies and is required to be reported in the Company’s proxy statement under Item 402 of Regulation S-K promulgated by the SEC;

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Any transaction with another company at which a Related Party’s only relationship is as an employee (other than an executive officer or director) or beneficial owner of less than ten percent of that company’s equity, if the aggregate amount involved does not exceed the greater of $1,000,000, or two percent of that company’s total annual revenues;

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Any charitable contribution, grant, or endowment by the Company to a charitable organization, foundation, or university at which a Related Party’s only relationship is as an employee (other than an executive officer or director), if the aggregate amount involved does not exceed the greater of $1,000,000, or two percent of the charitable organization’s total annual receipts; and

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Any transaction where the Related Party’s interest arises solely from the ownership of the Company’s common stock and all holders of the Company’s common stock received the same benefit on a pro rata basis (e.g., dividends).

Since January 1, 2023, the Company has not been a participant in any transaction, and is not a participant in any currently proposed transaction, with any of our directors, executive officers, greater than five percent beneficial owners, or their respective immediate family members which would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act.

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Compensation Committee Interlocks

The members of the Compensation Committee are responsible for determining executive compensation and equity-based grants to executive officers. The Compensation Committee is comprised of (and during 2023 was comprised of) Frank Gordon, Jeffrey L. McLaren, and Linda Rebrovick, each of whom is independent within the meaning of the listing standards of Nasdaq. Other than Mr. McLaren, who served as the Company’s President from 1990 to 2000 and as Chief Product Officer from 1999 to 2000, none of these persons has at any time been an officer or employee of the Company or any of its subsidiaries. In addition, there are no relationships among the Company’s executive officers, members of the Compensation Committee, or entities whose executive serves on the Board or the Compensation Committee that require disclosure under applicable SEC rules.

Code of Conduct

The Company has established a Code of Conduct that applies to all directors and employees of HealthStream, Inc. The purpose of the Code of Conduct is, among other things, to provide written standards for our directors and employees that are reasonably designed to support high standards of business and personal ethics in the discharge of their duties. A copy of the Code of Conduct may be accessed in the “Corporate Governance” section of the Investor Relations page of our website at www.healthstream.com.

Code of Ethics for Executive Officers and Directors

The Company has established a Code of Ethics that applies to all executive officers and directors of HealthStream, Inc., including our principal executive officer, principal financial officer, and principal accounting officer. The purpose of the Code of Ethics is, among other things, to provide written standards that are reasonably designed to deter wrongdoing and to promote: honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest; full, fair, accurate, timely, and understandable disclosure in reports and documents filed with the SEC and other public communications by the Company; compliance with applicable governmental laws, rules, and regulations; prompt internal reporting of violations of the code; and accountability for adherence to the Code of Ethics. A copy of the Code of Ethics may be accessed in the “Corporate Governance” section of the Investor Relations page of our website at www.healthstream.com. In addition, the Company intends to post amendments to or waivers, if any, from its Code of Ethics at this location on its website.

Succession Planning

Annually, during an executive session of our directors, our Board reviews the Company’s succession plan. In preparation for this session, the Nominating and Corporate Governance Committee reviews the Company’s succession plan with our Chairman and Chief Executive Officer.

Director Orientation

Upon the election of a new director, management and the Nominating and Corporate Governance Committee conduct an orientation session with the new director. During this session, the director is provided with an overview of the Company’s operations, its organizational structure, its products and services, management’s risk assessment, corporate governance documents and guidelines, compliance, and reporting requirements, as well as our annual Board calendar. Orientation is further customized for any particular new director to address anticipated committee assignments or specific requests of our directors.

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Strategic Planning

The Board and executive team meet annually to review the Company’s strategic plan. During this session, discussions include a high-level review of the Company’s mission and vision as well as the Company’s strategic plan for the next three to five years.

Recoupment Policy

On July 14, 2023, the Board approved, based on the recommendation of the Compensation Committee, an amended and restated Compensation Recoupment Policy (the “Compensation Recoupment Policy”), which amended the prior recoupment policy of the Company and is administered by our Compensation Committee. The Board approved the Compensation Recoupment Policy to comply with the final recoupment rules adopted by the SEC, pursuant to Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934 (“Rule 10D-1”), and the applicable rules of Nasdaq, as set forth in Nasdaq Listing Rule 5608 (the “Nasdaq Rules” and, together with Rule 10D-1, the “Final Clawback Rules”). The Compensation Recoupment Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation (as defined in the Compensation Recoupment Policy) on a pre-tax basis from current and former executive officers (as defined in Rule 10D-1) of the Company within a specified lookback period in the event that the Company is required to prepare an accounting restatement, subject to limited impracticability exceptions, in accordance with the Final Clawback Rules. The Compensation Recoupment Policy does not provide for enforcement discretion by the Compensation Committee (subject to the impracticability exceptions referenced above) and requires recovery of such compensation regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement.

In addition, Section 304 of the Sarbanes-Oxley Act of 2002 requires the recovery of incentive awards in certain circumstances. If we are required to restate our financial statements due to material noncompliance with any financial reporting requirements as a result of misconduct, our Chief Executive Officer and Chief Financial Officer will be required under Section 304 of the Sarbanes-Oxley Act to reimburse us for (1) any bonus or other incentive- or equity-based compensation received during the 12 months following the first public issuance of the non-complying document, and (2) any profits realized from the sale of our securities during such 12 month period.

Anti-Hedging Policy

The Company has established an anti-hedging policy that prohibits the Company’s directors, executive officers, and certain other key employees, including vice presidents and associate vice presidents, from engaging in hedging or monetization transactions with respect to the Company’s securities. The Board believes that it is inappropriate for directors, executive officers, and certain other key employees to hedge or monetize transactions to lock in the value of holdings in the Company’s securities. Such transactions, while allowing the holder to own the Company’s securities without the full risks and rewards of ownership, potentially separates the holder’s interests from those of the public shareholders of the Company. Moreover, certain short-term or speculative transactions in the Company’s securities create the potential for heightened legal risk and/or the appearance of improper or inappropriate conduct involving the Company’s securities.

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Director Compensation

Overview. Our Compensation Committee has approved a compensation program for non-employee directors (i.e., all directors other than the Company's Chief Executive Officer and Chairman), which consists of both cash and equity-based compensation as further described below. Non-employee director compensation is typically reviewed annually by the Compensation Committee, and adjusted if needed, on the same cycle as our executive compensation.

2023 Cash Compensation of Directors. During 2023, we paid each non-employee director a flat fee of $20,000 for their board and committee meeting attendance and participation, except for members of the Audit Committee who received a flat fee of $22,500, and an annual retainer of $10,000, except for the Audit Committee Chair and Lead Independent Director/Nominating and Corporate Governance Chair, each of whom was paid an additional retainer of $7,500, and the Compensation Committee Chair who was paid an additional retainer of $2,000. These amounts were the same in 2023 as they were in 2022. In addition, non-employee directors have the option to elect to receive shares of HealthStream, Inc. common stock pursuant to the terms of the 2022 Plan in lieu of the cash compensation otherwise payable to such non-employee directors (with such number of shares to be based on the fair market value of our common stock at such times that the cash compensation would otherwise be payable) by making an election to this effect by the end of the prior calendar year.

2023 Equity Compensation of Directors. During 2023, we granted 3,377 restricted share units (“RSUs”) (with a grant date fair value of $80,508) under our 2022 Plan to each non-employee director, with the exception of Michael D. Shmerling who did not receive a grant of restricted share units due to his retirement at our annual meeting in May 2023. The RSUs vest annually, in three equal increments as of the first, second, and third anniversaries of the grant date provided that the non-employee director continues to serve as a director on such vesting dates. The grant date fair value of the RSUs granted to directors in 2023 was approximately $10,500 more than the grant date fair value of RSUs granted to directors in 2022. Directors must remain in the service of the Company as a director for the RSUs to vest unless otherwise determined by the Compensation Committee. In connection with the retirement of Michael D. Shmerling as a director on May 25, 2023, the Compensation Committee approved the acceleration of the vesting of unvested RSUs of Mr. Shmerling which had been awarded in 2021 and 2022 (which accelerated RSUs constituted 3,241 RSUs in the aggregate).

Employee directors are not eligible for any compensation for service on the Board or its committees.

Summary of 2023 Director Compensation. The following table sets forth the compensation for the Company’s non-employee directors during 2023.

	Fees Earned -		Fees Earned -		Stock
Name	Paid in Cash ($)		Paid in Stock ($)⁽¹⁾		Awards ($)⁽²⁾			Total ($)
Thompson S. Dent	$	37,500	$	—	$	80,508		$	118,008
Frank Gordon		—		32,003		80,508			112,511
Alex Jahangir, M.D.		22,141		—		80,508			102,649
Jeffrey L. McLaren		30,000		—		80,508			110,508
Terry Allison Rappuhn		36,996		—		80,508			117,504
Linda Rebrovick		31,087		—		80,508			111,595
Michael D. Shmerling		12,775		—		68,396	⁽³⁾		81,171
William W. Stead, M.D.		32,500		—		80,508			113,008
Deborah Taylor Tate		30,000		—		80,508			110,508

(1)

Reflects shares of common stock issued to non-employee directors who elected to receive shares in lieu of the cash compensation otherwise payable to such non-employee directors (which number of shares was based on the fair market value of our common stock at such times that the cash compensation was otherwise payable during 2023) as noted above.

(2)

Represents the aggregate grant date fair value of the RSUs granted to non-employee directors in 2023 computed in accordance with FASB ASC Topic 718. For significant assumptions with regard to such valuation, see Note 10 – Stock Based Compensation in the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 26, 2024.

(3)	Represents the fair value computed in accordance with FASB ASC Topic 718 associated with the acceleration in 2023 of the vesting of Mr. Shmerling's unvested RSUs granted in 2021 and 2022 as set forth in the narrative above. Mr. Shmerling retired at our annual meeting on May 25, 2023.

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The following table shows the aggregate number of outstanding RSUs held by each non-employee director at fiscal year-end 2023.

Name	Restricted Share Unit Awards Outstanding
Thompson S. Dent		6,618
Frank Gordon		6,618
Alex Jahangir, M.D.		3,377
Jeffrey L. McLaren		6,618
Terry Allison Rappuhn		6,035
Linda Rebrovick		6,618
William W. Stead, M.D.		6,618
Deborah Taylor Tate		6,618

Executive Officers

The following table sets forth certain information regarding the executive officers of the Company. Information pertaining to Mr. Frist, who is both a director and an executive officer of the Company, is located in the section entitled “Directors.”

Name	Position with the Company	Age
Michael M. Collier	Executive Vice President, Corporate Strategy and Development	48
Michael Sousa	Executive Vice President, Enterprise Applications	55
Scott A. Roberts	Senior Vice President and Chief Financial Officer	47
Jeffrey D. Cunningham	Senior Vice President and Chief Technology Officer	57
Trisha L. Coady	Senior Vice President, Workforce Development Solutions	48
M. Scott McQuigg	Senior Vice President, Digital & Network Development	56
Kevin P. O’Hara	Senior Vice President, Platform Solutions	54
Scott Fenstermacher	Senior Vice President, Sales	55

Michael M. Collier joined the Company in August 2011 as vice president and general counsel, began serving as the vice president of business development and general counsel shortly thereafter, was promoted to senior vice president in July 2017, and was promoted to executive vice president, corporate strategy and development in April 2022. From August 2011 through the end of 2022, Mr. Collier also served as the Company’s Corporate Secretary. He graduated with bachelors and masters degrees in Philosophy and Religion from University of Tennessee-Knoxville and earned a Juris Doctorate (J.D.) from University of California, Berkeley – School of Law.

Michael Sousa joined the Company in October 2004 and served as senior vice president of sales from January 2010 to June 2014. In June 2014, he was promoted to senior vice president of business development. In February 2015, he was named president of HealthStream’s Provider Solutions business segment, while continuing to serve as a senior vice president of the Company. In February 2023, he was promoted to executive vice president, Enterprise Applications. He earned a Bachelor of Science degree from Boston College and a Master of Business Administration from Boston University.

Scott A. Roberts joined the Company in January 2002 and served as vice president of accounting and finance beginning in January 2015, following service in multiple positions to which he was promoted. Thereafter, Mr. Roberts was appointed as interim chief financial officer in February 2019 and was appointed as chief financial officer and senior vice president of the Company in September 2019. He earned a Bachelor of Business Administration degree from Middle Tennessee State University.

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Jeffrey D. Cunningham joined the Company in July 2017 as senior vice president and chief technology officer. Prior to joining the Company, he founded and served as chief technology officer and chief strategy officer for Informatics Corporation of America for twelve years. He earned a Bachelor of Science in Computer Science from the University of North Texas.

Trisha L. Coady joined the Company in January 2014 and served as associate vice president and subsequently vice president and general manager of clinical development solutions from June 2015 to November 2018. In November 2018, she was promoted to senior vice president and general manager of clinical solutions. Ms. Coady currently serves as senior vice president of workforce development solutions. She earned a Bachelor of Science in Nursing degree from Université de Moncton.

M. Scott McQuigg joined the Company in January 2019 as senior vice president of hStream solutions and then served as general manager of scheduling solutions. Mr. McQuigg currently serves as senior vice president of digital & network development. Prior to joining the Company, he co-founded and served as chief executive officer for GoNoodle from 2005 to 2018. Before this role, he co-founded and served as chief executive officer of HealthLeaders.

Kevin O’Hara joined the Company in January 2021 as senior vice president and general manager of platform solutions and currently serves as senior vice president of platform solutions. Prior to joining the Company, he served as chief product officer for Caresyntax Corporation from 2019 to 2020 and as chief executive officer for Syus, Inc., a predecessor entity, from 2011 to 2019. He earned a Bachelor of Arts in Public Policy Studies and a J.D. from Vanderbilt University.

Scott Fenstermacher joined the Company in 2012 and served as vice president of sales beginning in 2017 and was promoted to senior vice president of sales in January 2021. He graduated from University of Pittsburgh with a Bachelor of Arts and a Bachelor of Science.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

Company Performance in 2023 and Impact on Executive Compensation

In 2023, the Company continued its focus on improving patient outcomes through the development of healthcare organizations’ greatest asset: their people.

Below is an overview of the Company’s performance in 2023 as compared to 2022.

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Revenue. Revenue of $279.1 million, an increase of five percent;

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Operating income. Operating income of $16.0 million, an increase of 29 percent;

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Net income. Net income of $15.2 million, an increase of 26 percent; and

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Adjusted EBITDA⁽¹⁾. Adjusted EBITDA of $61.3 million, an increase of 15 percent.

⁽¹⁾

Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for a definition of adjusted EBITDA, an explanation as to why we believe adjusted EBITDA presents useful information to investors, and a reconciliation of adjusted EBITDA to the most comparable GAAP measure (net income).

We ended 2023 capitalized with $71.1 million in cash and marketable securities and full availability under our $50.0 million revolving credit facility.

Compensation decisions for Named Executive Officers in 2023 reflected the results of the Company’s performance and are summarized in the bullets below.

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The Company increased the base salaries of Messrs. Collier and Roberts and Ms. Coady between six and eight percent in comparison to 2022 levels. The base salaries of Messrs. Frist and Sousa remained the same in comparison to 2022 levels.

●

Named Executive Officers were eligible to receive short-term awards in the form of a cash bonus under the Company’s 2023 Cash Incentive Bonus Plan. Messrs. Frist, Sousa, and Collier were eligible for a maximum payout opportunity of 50 percent of base salary, and Mr. Roberts and Ms. Coady were eligible for a maximum payout opportunity of 45 percent of base salary, based on the level of attainment of 2023 Incentive Plan Company Adjusted EBITDA (as defined below). Based on the amount of the 2023 Incentive Plan Company Adjusted EBITDA in 2023, Messrs. Frist, Sousa, Collier, and Roberts, and Ms. Coady, received the maximum cash bonus under the Company’s 2023 Cash Incentive Bonus Plan.

●

RSUs subject to time-based vesting were granted as part of the Company’s annual equity grants in the following amounts: 6,372 RSUs granted to each of Messrs. Frist, Collier, and Sousa; 5,098 RSUs granted to each of Mr. Roberts and Ms. Coady.

●

Mr. Sousa was granted 60,000 performance-based RSUs, Mr. Collier was granted 18,000 performance-based RSUs, and Mr. Roberts and Ms. Coady were each granted 10,000 performance-based RSUs, which are eligible for vesting in five increments of 15%, 20%, 20%, 20%, and 25% in February 2024, 2025, 2026, 2027, and 2028, respectively, based on the Company's level of achievement of annual financial targets established on an annual basis for the fiscal year preceding such vesting. The performance-based RSUs granted to these individuals in 2023 as noted above which were eligible for vesting in February 2024 based on 2023 performance, as well as the performance-based RSUs granted to Messrs. Collier and Roberts and Ms. Coady in 2022 which were eligible for vesting in early 2024 based on 2023 performance, all vested in full based on the Company’s level of attainment of 2023 RSU Company Adjusted EBITDA (as defined below), which was the performance metric for 2023 for all of these RSUs.

Overview of Compensation Process. The Compensation Committee is responsible for setting the compensation of the Company’s executive officers, overseeing the Board’s evaluation of the performance of our Chief Executive Officer, and administering the Company’s equity-based and incentive plans for our Named Executive Officers, among other things. The Compensation Committee undertakes these responsibilities pursuant to a written charter adopted by the Compensation Committee, which is reviewed at least annually by the Compensation Committee. The Compensation Committee Charter may be accessed on our website in the “Corporate Governance” section of our Investor Relations page at www.healthstream.com.

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The Compensation Committee did not engage any compensation consultant in relation to the Compensation Committee’s evaluation of director and executive officer compensation in 2023.

The Compensation Committee annually reviews executive compensation and the Company’s compensation policies to ensure that the Chief Executive Officer and the other executive officers are rewarded appropriately for their contributions to the Company and that our overall compensation strategy supports the objectives and values of our organization, as well as shareholder interests. The Compensation Committee also annually reviews the executive officers’ expense reimbursements with the Company’s Controller.

The Compensation Committee solicits the views and recommendations of our Chief Executive Officer when setting the base salaries of each member of the executive team, other than the Chief Executive Officer, given his insight into internal pay equity and positioning issues, as well as executive performance. At a Compensation Committee meeting typically held during the first quarter of each year, the Chief Executive Officer summarizes his assessment of the performance during the previous year of each member of the executive team, other than the Chief Executive Officer, including his recommendations on compensation for such members of the executive team, other than the Chief Executive Officer. Following the Chief Executive Officer’s presentation and Compensation Committee discussion, the Compensation Committee discusses and approves the compensation for each member of the executive team, other than the Chief Executive Officer, based on competitive considerations, the Chief Executive Officer’s assessment of individual performance, the Company’s overall performance, and the executive’s current compensation package.

The process is similar for determining the compensation for the Chief Executive Officer, except that the Chief Executive Officer does not provide the Compensation Committee with a recommendation or otherwise participate in discussions regarding his compensation. The Compensation Committee meets to discuss and approve the Chief Executive Officer’s compensation, based on its assessment of the Chief Executive Officer’s performance, the Company’s performance, competitive considerations, the Chief Executive Officer’s current compensation package, and other factors which may be deemed appropriate by the Compensation Committee. The Compensation Committee also solicits comments about the Chief Executive Officer’s performance from the other independent directors.

2023 Advisory Vote on Executive Compensation. At the Company’s 2023 annual meeting of shareholders, shareholders holding approximately 94% of the votes cast voted to approve, on an advisory basis, our executive compensation as described in our proxy statement. The Compensation Committee believes the result of this vote affirmed shareholders’ support of the Company’s approach to executive compensation.

Compensation Philosophy. The fundamental objective of our executive compensation policies is to attract and maintain executive leadership that will execute the Company’s business strategy, uphold the Company’s mission, vision, and values, and deliver results and long-term value to the Company’s shareholders. Accordingly, the Compensation Committee seeks to develop and maintain a compensation structure that will attract, retain, and motivate highly qualified and high-performing executives through compensation that is fair, balanced, aligned with shareholder interests, and linked to overall financial performance.

We believe we have a strong “pay for performance” philosophy designed to reward executive officers for maximizing our success, as determined by our performance relative to our financial and operational goals. The Compensation Committee’s compensation philosophy for the executive team emphasizes an overall analysis of the executive’s performance for the past year, projected role and responsibilities for the coming year, required impact on execution of the Company’s strategy, total cash and equity compensation, and other factors the Compensation Committee deems appropriate. In addition, while the Compensation Committee may consider information regarding executive compensation paid at companies comparable to the Company as part of a “market check” with the goal of ensuring that the compensation paid to our Named Executive Officers is reasonably competitive in comparison to compensation at such comparable companies, the Compensation Committee does not target or benchmark any element of compensation or the total compensation paid to our Named Executive Officers based on compensation surveys or data or the executive compensation practices of other public companies. Our philosophy also considers employee retention, vulnerability to recruitment by other companies, and the difficulty and costs associated with replacing executive talent. Based on these objectives, the Compensation Committee has determined that our Company should provide its executives compensation packages comprised of three primary elements: (i) base salary, which reflects individual performance and is designed to provide a secure level of guaranteed cash compensation; (ii) annual cash bonuses based on the overall financial performance of the Company in accordance with annual goals established by the Compensation Committee; and (iii) long-term equity-based incentive awards which further align the interests between executive officers and our shareholders.

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The specific analysis regarding the components of total executive compensation for 2023 is described below. The primary components of the 2023 program were cash compensation, consisting of a base salary and bonuses, and equity incentives, consisting of time-based and performance-based RSUs.

Base Salary. We seek to provide base salaries for our executive officers that provide a secure level of guaranteed cash compensation in accordance with their experience, professional status, and job responsibilities. Each year, the Compensation Committee reviews and approves a revised annual salary plan for executive officers, taking into account several factors, including prior year salary, responsibilities, tenure, performance, salaries paid by similar companies for comparable positions solely for purposes of a “market check” with the goal of ensuring that the Company’s base salary levels are reasonably competitive compared to base salary levels at similar companies, and the Company’s recent financial performance. Taking these factors into account, the Compensation Committee approved base salaries for the Named Executive Officers in the amounts in the following table.

	2023 Base		2022 Base		Percentage
Name and Title	Salary⁽¹⁾		Salary⁽¹⁾		Increase
Robert A. Frist, Jr., Chief Executive Officer	$	380,000	$	380,000		0.0	%
Michael Sousa, Executive Vice President, Enterprise Applications		375,000		375,000		0.0	%
Michael M. Collier, Executive Vice President, Corporate Strategy and Development		350,000		330,000		6.1	%
Scott A. Roberts, Senior Vice President, Chief Financial Officer		320,000		300,000		6.7	%
Trisha L. Coady, Senior Vice President, Workforce Development Solutions		335,000		310,000		8.1	%

⁽¹⁾

Commencing May 1 of each year.

Cash Bonuses. In addition to base salary, our cash bonus plan compensation provides our executive officers with the potential for enhanced cash compensation based on the financial performance of the Company. In March 2023, the Compensation Committee adopted the 2023 Cash Incentive Bonus Plan for each Named Executive Officer and certain other vice presidents and management level employees of the Company. In connection with the adoption of the 2023 Cash Incentive Bonus Plan, the Compensation Committee established performance objectives that would reward Named Executive Officers and certain other vice presidents and management level employees of the Company for achieving 2023 Incentive Plan Company Adjusted EBITDA goals (as defined below). For purposes of this bonus calculation, “2023 Incentive Plan Company Adjusted EBITDA” was defined as our consolidated adjusted EBITDA for the year ended December 31, 2023, as publicly disclosed by the Company, subject to the following adjustments: (i) excluding acquisition-related expenses incurred during the year to the extent such expenses were in excess of the amount originally allocated to such purpose in the Company's 2023 budget, and (ii) excluding the impact on adjusted EBITDA from acquisitions and divestitures consummated during the year. For purposes of clarity, the calculation of consolidated adjusted EBITDA as publicly disclosed by the Company, as well as 2023 Incentive Plan Company Adjusted EBITDA, takes into account any bonus amounts payable by the Company under the 2023 Cash Incentive Bonus Plan. See Appendix A for additional information regarding adjusted EBITDA as publicly disclosed by the Company, including a reconciliation of adjusted EBITDA for the year ended December 31, 2023 to the most comparable GAAP measure, net income. The Compensation Committee chose 2023 Incentive Plan Company Adjusted EBITDA as the measure under the 2023 Cash Incentive Bonus Plan because it believed that this was a key measure of our operating performance during 2023 and because it believes that this measure correlates over time with long-term shareholder value.

The 2023 Cash Incentive Bonus Plan for the Named Executive Officers who participated in this plan was structured with a target payout opportunity of 35 percent of base salary for Mr. Roberts and Ms. Coady and 40 percent of base salary for Messrs. Frist, Sousa, and Collier.

Under the 2023 Cash Incentive Plan, the bonus pool was funded in increments based on meeting or exceeding certain performance level goals. Once the "threshold" performance level (as set forth in the table below) is reached, then 35% of the target bonus pool was funded. Incremental adjusted EBITDA above the threshold performance level then begins to fund the remaining 65% of the target bonus pool up to 100% of the target bonus pool, which amount is reached upon achievement of the "target" performance level (as set forth in the table below). If the target performance level under the 2023 Cash Incentive Plan was achieved, then Messrs. Frist, Sousa, Collier, and Roberts and Ms. Coady, would be eligible to receive up to an additional 10% of their base salary to the extent that the “maximum” performance is achieved (e.g., up to a maximum payout of 45 percent of base salary for Mr. Roberts and Ms. Coady and up to a maximum payout of 50 percent of base salary for Messrs. Frist, Sousa, and Collier). The additional amount is funded by incremental adjusted EBITDA achieved in excess of the target performance level and is fully funded upon achievement of the "maximum" performance level (as defined below). If the threshold performance level is not achieved, then no payout is made. Payouts under the 2023 Cash Incentive Bonus Plan are linearly interpolated between threshold, target, and maximum performance goal levels.

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The 2023 Cash Incentive Bonus Plan required achievement by the Company of 2023 Incentive Plan Company Adjusted EBITDA goal levels as follows:

Threshold	Target	Maximum
$ 57.5 million	$ 59.0 million	$ 60.5 million

The bonus payment scale was established with the intent of aligning the interests of our Named Executive Officers with our shareholders and to incentivize our executive officers by funding the bonus pool incrementally based on the amount of 2023 Incentive Plan Company Adjusted EBITDA meeting or exceeding the performance levels of 2023 Incentive Plan Company Adjusted EBITDA set forth in the chart above.

The 2023 Incentive Plan Company Adjusted EBITDA in 2023, as defined above, was approximately $61.3 million, which exceeded the maximum performance level of $60.5 million. This achievement resulted in the maximum bonus payout of 45 percent of base salary for Mr. Roberts and Ms. Coady and 50 percent of the base salary for Messrs. Frist, Sousa, and Collier. The calculation of 2023 Incentive Plan Company Adjusted EBITDA did not include any adjustments pursuant to clauses (i) and (ii) of the first paragraph of this discussion under “Cash Bonuses” because no transactions that would have otherwise resulted in such adjustments occurred during 2023. Accordingly, our 2023 Incentive Plan Company Adjusted EBITDA was the same as our publicly disclosed adjusted EBITDA for the year ended December 31, 2023.

Long-Term Stock-Based Incentive Compensation. As described above, one of our key compensation philosophies is that long-term stock-based incentive compensation strengthens the alignment of the interests of our executive officers with our shareholders. The Compensation Committee believes that the strategy of granting time-based vesting restricted stock units (RSU) awards is in the best interest of the Company and its shareholders, as the value of such awards is tied to the stock price of the Company, and executive officers only receive the benefit from these awards to the extent they continue their employment with the Company through the applicable vesting periods. In addition, the Compensation Committee has approved the grant of performance-based vesting restricted stock unit awards to certain of our executive officers from time to time, including in 2023.

The Compensation Committee may also approve additional equity incentive awards (including performance-based equity awards) in certain circumstances, such as promotion of an executive officer to a new position, the addition of new executive team members, in recognition of special contributions or achievements by an executive officer, for retention purposes, or to further incentivize executive officers. Such additional equity incentive awards, such as performance-based RSU grants, are separate and distinct from the Company’s annual time-based RSU grants, and are awarded only when the Compensation Committee determines that such performance-based RSU grants are merited.

In October 2022, the Compensation Committee determined that it was in the best interest of the Company and its shareholders to modify the Company's preexisting annual grant program with respect to time-based RSUs so that what had previously been an annual grant of time-based RSUs (generally in March) would be divided into two semi-annual grants to be awarded approximately six months apart. In this regard, the Compensation Committee determined at this time that it would be advisable (i) to split the annual award of time-based RSUs into two semi-annual grants, with the intention that 50% of the grant date fair value of awards would be granted in the first half of each year and the other 50% of the grant date fair value of awards would be granted in the second half of each year, which would result in staggered vesting periods intended to promote retention, and (ii) increase the grant date fair value of such semi-annual grants of time-based RSUs on an aggregate (annual) basis approved in October 2022 to be approximately 15% - 25% (15% as to the annual grant date fair value of time-based RSUs for Messrs. Frist and Sousa, 20% as to the annual grant date fair value of time-based RSUs for Mr. Roberts and Ms. Coady, and 25% as to the annual grant date fair value of time-based RSUs for Mr. Collier) higher than the grant date value of annual time-based RSUs approved by the Compensation Committee in March 2022. To commence such semi-annual grant program, the Compensation Committee approved the grant of time-based RSUs to our Named Executive Officers in October 2022, with the grant date fair value of such grants intended to equal approximately 50% of the total anticipated rolling annual grant date value of time-based RSUs to be made to our Named Executive Officers under such program (after giving effect to the approximate 15% - 25% grant date fair value increase referenced in clause (ii) of the prior sentence), with the intent to grant time-based RSUs with a grant date fair value equal to the remaining 50% of such awards in March 2023.

Consistent with the semi-annual grant framework reflected above, the Compensation Committee approved, in March 2023, the first installment of the 2023 semi-annual grant of time-based RSUs to our Named Executive Officers with a grant date fair value which approximately equaled the grant date fair value of the time-based RSUs awarded in October 2022 as described above. In addition, on September 20, 2023, the Compensation Committee approved the second installment of the 2023 semi-annual grant of time-based RSUs to our Named Executive Officers, which awards had a grant date fair value approximately equal to the grant date fair value of the time-based RSUs awarded in March 2023 as described above. The time-based RSU awards made to our Named Executive Officers in March 2023 and September 2023 as part of our semi-annual equity grants were consistent with the Company’s retention, performance, and shareholder alignment objectives. The total grants of time-based RSU awards to our Named Executive Officers approved by the Compensation Committee in 2023 were in the following amounts: Robert A. Frist, Jr. - 6,372 RSUs; Michael Sousa - 6,372 RSUs; Michael M. Collier - 6,372 RSUs; Scott A. Roberts - 5,098 RSUs; and Trisha L. Coady - 5,098 RSUs. In addition to the time-based RSUs, on February 23, 2023, the Compensation Committee approved the grant of 60,000 performance-based RSUs to Mr. Sousa, 18,000 performance-based RSUs to Mr. Collier, and 10,000 performance-based RSUs to each of Mr. Roberts and Ms. Coady in recognition of the executive leadership of these individuals and to incentivize Messrs. Sousa, Collier, and Roberts, and Ms. Coady, in connection with the Company’s achievement of key annual performance objectives over a five-year time horizon, as described in greater detail below.

Each time-based RSU described above represents the contractual right to receive one share of the Company’s common stock. The RSUs approved in March 2023 and September 2023 are subject to the terms of the 2022 Plan, as well as the individual grant award agreements. The time-based RSUs granted to our Named Executive Officers in March 2023 and September 2023 as noted above vest annually in four increasing increments of 15%, 20%, 30%, and 35% as of the first, second, third, and fourth anniversaries of the grant date, respectively, provided that the grantee is employed on such vesting date. Further, vesting is subject to acceleration under certain circumstances as contemplated in the 2022 Plan, and/or the individual grant agreement.

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The chart below summarizes the time-based equity awards made to our Named Executive Officers in March 2023 and September 2023. Performance-based equity awards made to Named Executive Officers during 2023 are discussed in the narrative below the chart.

Name and Title	Shares Subject to Time-Based Vesting RSU Approved in March 2023		Aggregate Grant Date Fair Value of Shares Approved in March 2023 Subject to Time Based Vesting⁽¹⁾		Shares Subject to Time-Based Vesting RSU Approved in September 2023		Aggregate Grant Date Fair Value of Shares Approved in September 2023 Subject to Time Based Vesting⁽¹⁾
Robert A. Frist, Jr., Chief Executive Officer		2,857	$	74,996		3,515	$	75,010
Michael Sousa, Executive Vice President, Enterprise Applications		2,857		74,996		3,515		75,010
Michael M. Collier, Executive Vice President, Corporate Strategy and Development		2,857		74,996		3,515		75,010
Scott A. Roberts, Senior Vice President and Chief Financial Officer		2,286		60,008		2,812		60,008
Trisha L. Coady, Senior Vice President, Workforce Development Solutions		2,286		60,008		2,812		60.008

(1)

Grant date for share-based payment awards is established in accordance with FASB ASC Topic 718.

In March 2022, the Compensation Committee made a determination to grant Messrs. Collier and Roberts and Ms. Coady performance-based RSUs in recognition of the executive leadership of these individuals and to incentivize Messrs. Collier and Roberts and Ms. Coady in connection with the Company's achievement of key annual performance objectives over a five-year time horizon. In connection with this grant, Mr. Collier received 17,224 performance-based RSUs and Mr. Roberts and Ms. Coady each received 12,303 performance-based RSUs, which were eligible for vesting in five increments of 15%, 20%, 20%, 20%, and 25% in March 2023, 2024, 2025, 2026, and 2027, respectively, based on whether the Company had achieved certain annual financial performance targets (which may include, among other things, adjusted EBITDA and revenue thresholds) for the fiscal year preceding such vesting as determined by the Compensation Committee on an annual basis, subject to Messrs. Collier and Roberts and Ms. Coady's continuing employment as of any such vesting date.

During 2023, the performance criteria was established for 3,444 of these performance-based RSUs granted to Mr. Collier in March 2022, and 2,461 of these performance-based RSUs granted to each of Mr. Roberts and Ms. Coady in March 2022, the vesting of which was based on the achievement of performance criteria for 2023 as described in greater detail below. In accordance with SEC guidance, the Summary Compensation Table set forth below for 2023 reflects the grant date fair value of these 3,444 performance-based RSUs for Mr. Collier and 2,461 performance-based RSUs for each of Mr. Roberts and Ms. Coady.

The performance criteria for Mr. Collier’s 3,444 RSUs and Ms. Coady’s and Mr. Roberts’ 2,461 RSUs granted in 2022 which were eligible for vesting based on the performance period in 2023 and for which performance criteria was established in 2023, was based upon the achievement of 2023 RSU Company Adjusted EBITDA, which is defined as our consolidated adjusted EBITDA for the year ended December 31, 2023, as publicly disclosed by the Company, subject to the following adjustments: (i) excluding acquisition-related expenses incurred during the year to the extent such expenses were in excess of the amount originally allocated to such purpose in the Company’s 2023 budget, and (ii) excluding the impact on adjusted EBITDA from acquisitions and divestitures consummated during the year. The performance criteria for these awards was structured to provide (i) 100% vesting of RSUs for achieving 2023 RSU Company Adjusted EBITDA greater than or equal to $59.0 million, and (ii) no vesting of RSUs for achieving 2023 RSU Company Adjusted EBITDA below $59.0 million. The Company achieved 2023 RSU Company Adjusted EBITDA of $61.3 million for purposes of this performance criteria. Therefore, 100% of the 3,444 RSUs vested for Mr. Collier and 100% of the 2,461 RSUs vested for Ms. Coady and Mr. Roberts for the performance period of 2023. The calculation of 2023 RSU Company Adjusted EBITDA did not include any adjustments pursuant to clauses (i) and (ii) of the second sentence of this paragraph because no transactions that would have otherwise resulted in such adjustments occurred during 2023. Accordingly, our 2023 RSU Company Adjusted EBITDA was the same as our publicly disclosed adjusted EBITDA for the year ended December 31, 2023.

The performance criteria for the remaining 11,196 performance-based RSUs granted to Mr. Collier in March 2022 will be determined based on the achievement of financial performance criteria on an annual basis as follows: 3,445 RSUs in 2024, 3,445 RSUs in 2025, and 4,306 RSUs in 2026. The performance criteria for the remaining 7,997 performance-based RSUs granted to each of Ms. Coady and Mr. Roberts in March 2022 will be determined based on the achievement of financial performance criteria on an annual basis as follows: 2,461 RSUs in 2024, 2,460 RSUs in 2025, and 3,076 RSUs in 2026. The performance-based RSUs for Ms. Coady and Messrs. Collier and Roberts vesting based on performance in 2024 and succeeding years will be reported in the Summary Compensation Table during the year in which the performance criteria is set by the Compensation Committee and the Company is able to determine the grant date fair value.

As noted above, the Compensation Committee also made a determination to grant Ms. Coady and Messrs. Sousa, Collier, and Roberts performance-based RSUs in February 2023 in recognition of their executive leadership and to incentivize Ms. Coady and Messrs. Sousa, Collier, and Roberts in connection with the Company’s achievement of key annual performance objectives over a five-year time horizon. In connection with this grant, Mr. Sousa received 60,000 performance-based RSUs, Mr. Collier received 18,000 performance-based RSUs, and each of Mr. Roberts and Ms. Coady received 10,000 performance-based RSUs, which were eligible for vesting in five increments of 15%, 20%, 20%, 20%, and 25% in February 2024, 2025, 2026, 2027, and 2028, respectively, based on whether the Company has achieved certain annual financial performance targets (which may include, among other things, adjusted EBITDA and revenue thresholds) for the fiscal year preceding such vesting as determined by the Compensation Committee on an annual basis, subject to Messrs. Sousa, Collier, and Roberts and Ms. Coady’s continuing employment as of any such vesting date.

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During 2023, the performance criteria was established for 9,000 of these performance-based RSUs granted to Mr. Sousa in February 2023, 2,700 of these performance-based RSUs granted to Mr. Collier in February 2023, and 1,500 of the performance-based RSUs granted to each of Ms. Coady and Mr. Roberts in February 2023, the vesting of which was based on the achievement of performance criteria for 2023 as described in greater detail below. In accordance with SEC guidance, the Summary Compensation Table set forth below for 2023 reflects the grant date fair value of these 9,000 performance-based RSUs for Mr. Sousa, 2,700 performance-based RSUs for Mr. Collier, and 1,500 performance-based RSUs for each of Ms. Coady and Mr. Roberts.

The performance criteria for Mr. Sousa's 9,000 RSUs, Mr. Collier's 2,700 RSUs, and Mr. Roberts' and Ms. Coady’s 1,500 RSUs granted in 2023 which were eligible for vesting based on the performance period in 2023 and for which performance criteria was established in 2023, was based upon the achievement of 2023 RSU Company Adjusted EBITDA. The performance criteria for these awards was structured to provide (i) 100% vesting of RSUs for achieving 2023 RSU Company Adjusted EBITDA greater than or equal to $59.0 million, and (ii) no vesting of RSUs for achieving 2023 RSU Company Adjusted EBITDA below $59.0 million. The Company achieved 2023 RSU Company Adjusted EBITDA of $61.3 million for purposes of this performance criteria. Therefore, 100% of these 9,000 RSUs for Mr. Sousa, 2,700 RSUs for Mr. Collier, and 1,500 RSUs for Mr. Roberts and Ms. Coady vested for the performance period of 2023.

The performance criteria for the remaining 51,000 performance-based RSUs granted to Mr. Sousa in February 2023 will be determined based on the achievement of financial performance criteria on an annual basis as follows: 12,000 RSUs in 2024, 12,000 RSUs in 2025, 12,000 RSUs in 2026, and 15,000 RSUs in 2027. The performance criteria for the remaining 15,300 performance-based RSUs granted to Mr. Collier in February 2023 will be determined based on the achievement of financial performance criteria on an annual basis as follows: 3,600 RSUs in 2024, 3,600 RSUs in 2025, 3,600 RSUs in 2026, and 4,500 RSUs in 2027. The performance criteria for the remaining 8,500 performance-based RSUs granted to each of Mr. Roberts and Ms. Coady in February 2023 will be determined based on the achievement of financial performance criteria on an annual basis as follows: 2,000 RSUs in 2024, 2,000 RSUs in 2025, 2,000 RSUs in 2026, and 2,500 RSUs in 2027. The performance-based RSUs for Messrs. Sousa, Collier, and Roberts and Ms. Coady vesting based on performance in 2024 and succeeding years will be reported in the Summary Compensation Table during the year in which the performance criteria is set by the Compensation Committee and the Company is able to determine the grant date fair value.

Messrs. Sousa's, Collier's, and Roberts’ and Ms. Coady’s 2022 and 2023 award agreements, as applicable, provide that, to the extent that any RSUs do not vest in any year (based on the failure to fully achieve the performance criteria for any such year) (“Catch-Up RSUs”), any such Catch-Up RSUs will be eligible for vesting in connection with the achievement of performance criteria in the next year (but not in succeeding years) as determined by the Compensation Committee (which performance criteria for the Catch-Up RSUs may require the overachievement of the applicable performance metric(s) for such year). As a result of the fact that all of the performance-based RSUs granted to Messrs. Collier and Roberts and Ms. Coady in March 2022 which were eligible for vesting based on the Company’s performance during the 2022 performance period ultimately vested, these individuals did not have any performance-based RSUs eligible for catch-up vesting in relation to 2023 performance.

The Compensation Committee determines the number of RSUs awarded to the executive officers in any year based upon, among other factors, the recommendations of the Chief Executive Officer (for awards made to executive officers other than our Chief Executive Officer), prior equity grants, responsibilities, tenure, individual and Company performance, our annual budget, retention considerations, the estimated annual financial accounting compensation expense associated with the awards, and long-term equity incentives awarded by similar companies for comparable positions solely for purposes of a “market check” with the goal of ensuring that the Company’s long-term stock-based incentive compensation levels are reasonably competitive compared to those at similar companies. The weighting of these and other relevant factors is determined on a case-by-case basis for each executive officer so as to reward and incentivize the executive officers for their long-term strategic management of the Company. The Compensation Committee took these factors into account in determining the appropriate equity grants to executive officers during 2023.

Perquisites and Other Benefits. Our executive officers are also eligible for benefits generally available to and on the same terms as the Company’s other employees, including a 401(k) plan match, health insurance, disability insurance, dental insurance, and life insurance.

Employment Agreement, Severance, and Change In Control Agreements. We entered into an employment agreement with Robert A. Frist, Jr., our Chief Executive Officer, on July 21, 2005, which continues to be in effect. The term of Mr. Frist’s employment agreement is automatically extended for successive one year periods unless, on or before a date that is 90 days prior to the expiration of the then current employment term, either the Company or Mr. Frist shall have given written notice to the other of its or his intention not to further extend the employment term, in which case the employment agreement shall expire and terminate at the end of the then current employment term. Mr. Frist is also entitled to participate in any bonus program or stock option plan that is generally available to our officers or senior management. Under his employment agreement, Mr. Frist has agreed not to compete with the Company and not to solicit our customers or employees for one year after his employment is terminated, with limited exceptions. Mr. Frist is entitled to severance benefits if we terminate him without cause. He is also entitled to severance benefits if he resigns for good reason after a change in control, if he resigns upon the occurrence of a material change in the terms of his employment, or if he resigns upon the occurrence of a material breach of the employment agreement by the Company. If any such termination occurs, Mr. Frist will be entitled to a severance benefit equal to 1.5 times the most recent salary recommended by our Compensation Committee for him. In addition, if Mr. Frist terminates his employment for good reason after the occurrence of a change in control, all options, shares, and other benefits will fully vest immediately. We do not maintain employment, severance, or change in control agreements with any of our other executive officers.

Tax Deductibility of Compensation. Section 162(m) of the Internal Revenue Code generally disallows a corporate deduction for compensation over $1.0 million paid in any tax year to certain of the most highly-compensated officers of a publicly-held company, including its chief executive officer and chief financial officer. The Compensation Committee generally intends to design and administer executive compensation programs in a manner that will preserve the deductibility of compensation paid to our Named Executive Officers. However, the Compensation Committee believes that shareholder interests are best served if it retains discretion and flexibility in awarding compensation to our Named Executive Officers, even where the compensation paid under such programs may not be fully deductible. The Compensation Committee may approve the payment of compensation that is in excess of the deductibility limitations of Section 162(m).

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Compensation Committee Report for 2023

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with our management. Taking this review and discussion into account, the undersigned Compensation Committee members recommended the inclusion of the Compensation Discussion and Analysis in our proxy statement on Schedule 14A for filing with the SEC.

Submitted by the Compensation Committee of the Board:

Frank Gordon, Compensation Committee Chairperson

Jeffrey L. McLaren, Compensation Committee Member

Linda Rebrovick, Compensation Committee Member

The foregoing report of the Compensation Committee shall not be deemed incorporated by reference by any general statement incorporating by reference the proxy statement into any filing under the Securities Act of 1933 or the Securities Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.

Summary Compensation Table

The following table sets forth information for the fiscal years set forth below regarding the compensation earned by the Named Executive Officers.


									Non-Equity
									Incentive
				Stock			Option		Plan			All Other
Name and Principal Position	Year		Salary	Awards ⁽¹⁾			Awards ⁽¹⁾		Compensation ⁽²⁾			Compensation ⁽³⁾			Total
Robert A. Frist, Jr.	2023	$	380,000	$	150,006			—	$	190,000	$	7,103		$	727,109
Chief Executive Officer	2022		375,000		205,336			—		160,088			9,477		749,901
	2021		358,350		131,548			—		146,000			6,052		641,950

Michael M. Collier	2023	⁽⁴⁾	343,333		311,286	⁽⁵⁾		—		175,000			4,628		834,247
Executive Vice President,
Corporate Strategy and Development

Michael Sousa	2023		375,000		386,256	⁽⁶⁾		—		187,500			7,077		955,833
Executive Vice President,	2022		368,333		418,696	⁽⁹⁾		—		157,982			6,405		951,416
Enterprise Applications	2021		349,967		493,956	⁽¹²⁾		—		142,000			5,589		991,512

Scott A. Roberts	2023		313,333		223,992	⁽⁷⁾		—		144,000			4,574		685,899
Senior Vice President and	2022		291,667		196,589	⁽¹⁰⁾		—		96,386			6,285		590,927
Chief Financial Officer	2021		266,666		119,997			—		82,500			4,291		473,454

Trisha L. Coady	2023	⁽⁸⁾	326,667		223,992	⁽⁷⁾		—		150,750			4,599		706,008
Senior Vice President,	2022		303,334		338,294	⁽¹¹⁾		—		99,599			6,307		747,534
Workforce Development Solutions

(1)

Represents the aggregate grant date fair value of equity awards computed in accordance with FASB ASC Topic 718. For significant assumptions with regard to such valuation, see Note 10 – Stock Based Compensation in the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 26, 2024.

(2)	Reflects amounts earned during the relevant fiscal year under our Cash Incentive Bonus Plan and, in the case of Mr. Sousa for 2021, our VerityStream Bonus Plan. See “Compensation Discussion and Analysis – Cash Bonuses” above for additional information.

(3)

Other compensation for 2023, 2022, and 2021 was composed of matching contributions made by the Company to the Company’s 401(k) plan and the economic value of the death benefit provided by the Company’s group life insurance program (the imputed income reported represents the portion of the premium paid by the Company that is attributable to term life insurance coverage for the executive officer), which program provides only an insurance benefit with no cash compensation element to the executive officer.

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(4)

Compensation for Mr. Collier is not provided for 2022 and 2021 since Mr. Collier was not a named executive officer during such years.

(5)

Represents the $150,006 grant date fair value of the time-based RSUs granted to Mr. Collier in 2023 as well as the $161,280 grant date fair value of 6,144 performance-based RSUs granted to Mr. Collier in 2022 and 2023 which were eligible for vesting based on 2023 performance (including (i) 2,700 performance-based RSUs granted to Mr. Collier in 2023 for which performance criteria was established in 2023, and (ii) 3,444 performance-based RSUs granted to Mr. Collier in 2022 for which performance criteria was established in 2023).

(6)

Represents the $150,006 grant date fair value of the time-based RSUs granted to Mr. Sousa in 2023 as well as the $236,250 grant date fair value of 9,000 performance-based RSUs granted to Mr. Sousa in 2023 for which performance criteria was established in 2023 and which were eligible for vesting based on 2023 performance.

(7)

Represents the $120,016 grant date fair value of the time-based RSUs granted to Mr. Roberts and Ms. Coady in 2023 as well as the $103,976 grant date fair value of 3,961 performance-based RSUs granted to Mr. Roberts and Ms. Coady in 2022 and 2023 which were eligible for vesting based on 2023 performance (including (i) 1,500 performance-based RSUs granted to Mr. Roberts and Ms. Coady in 2023 for which performance criteria was established in 2023, and (ii) 2,461 performance-based RSUs granted to Mr. Roberts and Ms. Coady in 2022 for which performance criteria was established in 2023).

(8)	Compensation for Ms. Coady is not provided for 2021 since Ms. Coady was not a named executive officer during such year.

(9)	Represents the $205,336 grant date fair value of the time-based RSUs granted to Mr. Sousa in 2022 as well as the $213,360 grant date fair value of 10,500 performance-based RSUs granted to Mr. Sousa in 2018 for which performance criteria was established in 2022 and which were eligible for vesting based on 2022 performance.
(10)	Represents the $159,098 grant date fair value of the time-based RSUs granted to Mr. Roberts in 2022 as well as the $37,490 grant date fair value of 1,845 performance-based RSUs granted to Mr. Roberts in 2022 for which performance criteria was established in 2022 and which were eligible for vesting based on 2022 performance.
(11)	Represents the $300,804 grant date fair value of the time-based RSUs granted to Ms. Coady in 2022 as well as the $37,490 grant date fair value of 1,845 performance-based RSUs granted to Ms. Coady in 2022 for which performance criteria was established in 2022 and which were eligible for vesting based on 2022 performance.
(12)	Represents the $131,548 grant date fair value of the time-based RSUs granted to Mr. Sousa in 2021 as well as the $362,408 grant date fair value of 15,750 performance-based RSUs granted to Mr. Sousa in 2018 which were eligible for vesting based on 2021 performance (including (i) 8,750 performance-based RSUs granted to Mr. Sousa in 2018 for which performance criteria was established in 2021, and (ii) 7,000 Catch-Up RSUs). The Catch-Up RSUs represented 7,000 performance-based RSUs which were originally eligible for vesting based on 2020 performance and for which performance criteria was originally established in 2020 (and not ultimately satisfied), which subsequently became eligible for vesting in 2021 based on catch-up performance criteria for 2021 established by the Compensation Committee. The grant date fair value of the 7,000 Catch-Up RSUs is included in the Stock Awards column set forth above for 2021 taking into account the fact that such fair value associated with these Catch-Up RSUs was included as a compensation expense for the Company in 2021 under FASB ASC Topic 718.

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Grants of Plan-Based Awards – Fiscal Year 2023

The following table provides information related to plan-based awards granted to the Named Executive Officers during the 2023 fiscal year.

				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾
Name	Award Type	Grant Date		Threshold ($)		Target ($)		Maximum ($)		All Other Stock Awards: Number of Shares of Units (#)		Grant Date Fair Value of Stock Awards ($) ⁽²⁾
Robert A. Frist, Jr.	Cash Bonus		—	$	53,200	$	152,000	$	190,000		—	$	—
	Time-based RSUs ⁽³⁾	3/22/2023			—		—		—		2,857		74,996
	Time-based RSUs ⁽³⁾	9/20/2023			—		—		—		3,515		75,010

Michael M. Collier	Cash Bonus		—		49,000		140,000		175,000		—		—
	Time-based RSUs ⁽³⁾	3/22/2023			—		—		—		2,857		74,996
	Time-based RSUs ⁽³⁾	9/20/2023			—		—		—		3,515		75,010
	Performance-based RSUs ⁽⁴⁾	2/23/2023			—		—		—		2,700		70,875
	Performance-based RSUs ⁽⁵⁾	3/22/2023			—		—		—		3,444		90,405

Michael Sousa	Cash Bonus		—		52,500		150,000		187,500		—		—
	Time-based RSUs ⁽³⁾	3/22/2023			—		—		—		2,857		74,996
	Time-based RSUs ⁽³⁾	9/20/2023			—		—		—		3,515		75,010
	Performance-based RSUs ⁽⁶⁾	2/23/2023			—		—		—		9,000		236,250

Scott A. Roberts	Cash Bonus		—		39,200		112,000		144,000		—		—
	Time-based RSUs ⁽³⁾	3/22/2023			—		—		—		2,286		60,008

SEC Form DEF 14A filed by HealthStream Inc.