🧾 What This Document Is

This is a definitive proxy statement (DEF 14A). Think of it as an invitation and instruction manual for HealthStream's shareholders ahead of their annual meeting. It’s not about the company’s day-to-day operations or finances. Instead, it’s all about corporate governance—who runs the company, how they are paid, and what the shareholders get to vote on.

👉 Why it matters: This document is how the company asks for your vote as a shareholder. It tells you what’s on the ballot and gives you the information needed to make informed decisions about leadership and pay.

📅 The Annual Meeting: When & How

HealthStream is holding its 2026 Annual Meeting of Shareholders virtually on May 28, 2026, at 2:00 p.m. Central Daylight Time.

• Record Date: You must have been a shareholder by March 30, 2026, to vote.
• How to Attend: You can join, listen, vote, and ask questions online. The login details are provided in the notice.
• Why a virtual meeting? It allows shareholders from anywhere to participate easily.

🗳️ What You're Voting On

Shareholders will vote on three main proposals. The Board recommends voting FOR all of them.

1. Elect Directors: Vote for three people to join the Board as Class II directors. They will serve a three-year term.
2. Ratify the Auditor: Approve Ernst & Young LLP as the company's independent accounting firm for 2026. This is a routine check-up vote.
3. Advisory Vote on Pay (Say-on-Pay): A non-binding vote to approve the pay packages for the top executives, described in detail later in the document.

👥 Meet the Board & Leadership

The Board has 9 members, divided into three classes with staggered terms. Here are the key people up for re-election and other notable directors:

• Class II Nominees for Re-election:
  • A. Alex Jahangir, M.D. (Age 47): A senior medical executive at Vanderbilt University Medical Center. Brings deep clinical and healthcare operations expertise.
  • Jeffrey L. McLaren (Age 59): A co-founder of HealthStream and CEO of Medaxion, Inc. Has intimate historical knowledge of the company.
  • Linda Rebrovick (Age 70): A former CEO and executive at major tech/consulting firms (Dell, KPMG, IBM) with extensive board experience.
• New Director (Appointed March 2025):
  • Charles E. Beard, Jr. (Age 63): Former COO of Guidehouse, a global consultancy. Brings expertise in cybersecurity, digital innovation, and AI.
• Key Leadership:
  • Robert A. Frist, Jr. (Age 59): Co-founder, Chief Executive Officer, AND Chairman of the Board. This combined role is a deliberate choice by the Board.
  • Thompson S. Dent (Age 75): Serves as the Lead Independent Director, a role with significant authority to provide oversight and represent independent shareholder interests.

👉 Why it matters: The Board oversees management and sets strategic direction. The mix of skills—clinical expertise, company history, tech strategy, and governance—is designed to guide a healthcare technology company.

💼 Executive Compensation Deep Dive

This is a major section. It explains how the top executives are paid and why. The goal is to align their pay with company performance and shareholder interests.

The Main Components:

• Base Salary: Fixed cash payment.
• Annual Incentive (Bonus): Cash bonus tied to hitting specific financial and strategic goals.
• Long-Term Incentives (Equity): The biggest part of pay. It’s in the form of Restricted Stock Units (RSUs) and Performance Shares, which vest (become owned) over several years. This ties the executives' wealth directly to the company's long-term stock performance.

2025 Pay for Top Executives (Summary Compensation Table):

• Robert A. Frist, Jr. (CEO): Total compensation = $4,336,684
• Scott A. Roberts (CFO): Total compensation = $1,901,840
• Other Named Executives: Total compensation ranged from ~$1.3M to $1.6M.

👉 Why it matters: You can see exactly how much the leaders earn and what they are incentivized to achieve. A significant portion being equity means they lose money if the stock price falls.

⚖️ Governance & Risk Oversight

The company outlines its rules and checks-and-balances to ensure smooth, ethical operations.

• Committees: The Board has three key committees, all made up of independent directors:
  • Audit Committee: Oversees finances, accounting, and risks like cybersecurity and AI. Chaired by Terry Allison Rappuhn.
  • Compensation Committee: Designs the pay packages. Chaired by Frank Gordon.
  • Nominating & Governance Committee: Finds new directors and handles corporate governance rules. Chaired by Thompson S. Dent.
• Risk Management: The Audit Committee is primarily responsible for overseeing major risks. Management provides regular updates to the Board on cybersecurity, AI, and other enterprise risks.
• Shareholder Communication: You can contact the Board directly via mail or email (e.g., [email protected]).

📞 Important Contacts & Logistics

• For Meeting & Proxy Questions:
  • Sneha Oakley, VP, General Counsel or Mollie Condra, Head of Investor Relations
  • Phone: (615) 301-3237
  • Address: 500 11th Avenue North, Suite 850, Nashville, Tennessee 37203
• For Share Ownership Questions (Registered Shareholders):
  • Computershare (Transfer Agent)
  • Phone: (800) 962-4284
• To Vote: You can vote by Internet, telephone, or mail before the meeting, or online during the virtual meeting. The deadline for提前 voting is 11:59 p.m. Eastern Time on May 27, 2026.

🧠 The Analogy

Think of the annual shareholder meeting as a company-wide town hall, and this proxy statement is the agenda and candidate bios packet mailed to every citizen (shareholder). It tells you when and where the town hall is, what key decisions need a vote (like electing the town council), and provides background on the people running. It also includes a detailed report on how much the town mayor and managers are paid and the rules they follow.

🧩 Final Takeaway

This document is HealthStream's formal request for your shareholder vote. It's your opportunity to voice approval (or disapproval) on the company's leadership, its independent auditor, and its executive pay philosophy. By reviewing it, you're exercising your rights as an owner to hold the company's board and management accountable.