Current Report · Items 5.02 · 8-K
HealthStream, Inc.
HSTMNASDAQEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On September 18, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of HealthStream, Inc.…
Disclosure sections
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 18, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of HealthStream, Inc. (the “Company”) approved special grants of time-based restricted share units (“Time-Based RSUs”) and performance-based restricted share units (“Performance-Based RSUs”) to the named executive officers of the Company pursuant to the Company’s shareholder-approved 2022 Omnibus Incentive Plan to incentivize future performance and retention, as described below.
The Committee approved the grant of (i) 15,395 Time-Based RSUs to each of Robert A. Frist, Jr., Michael M. Collier, Trisha L. Coady, and Kevin P. O’Hara (with a grant date fair value of $450,000 for each such named executive officer); and (ii) 12,316 Time-Based RSUs to Scott A. Roberts (with a grant date fair value of $360,000). These Time-Based RSUs will vest in equal annual installments of 25% on the first, second, third, and fourth anniversaries of the grant date.
The Committee also approved the grant of (i) 5,132 Performance-Based RSUs to each of Mr. Frist, Mr. Collier, Ms. Coady, and Mr. O’Hara (with a grant date fair value of $150,000 for each such named executive officer); and (ii) 4,105 Performance-Based RSUs to Mr. Roberts (with a grant date fair value of $120,000). These Performance-Based RSUs will be eligible for vesting in equal increments of 25% based on the Company’s level of achievement with respect to annual performance targets to be established by the Committee for 2027, 2028, 2029, and 2030, respectively.