DEF 14A of Healthstream Inc
Filed Apr 10, 2025 · FY20240001437749-25-011677
Directors
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 ten members, of whom Mr. Dent and Ms. Tate are standing for re-election, and Mr. Beard is standing for election, as Class I Directors as set forth under “Proposal One – Election of Directors.” Mr. Beard was appointed to the Board as a Class I Director on March 7, 2025 and is standing for election by shareholders for the first time at the Annual Meeting. In addition, as previously disclosed by the Company, the Company's other Class I director, William W. Stead, M.D., is not standing for re-election and will be retiring from service on the Board concurrently with the Annual Meeting to be held on May 29, 2025. The names and certain information about members of the Board are set forth below.
Directors
| 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, 2027 | | Charles E. Beard, Jr. * | 62 | Director | 2025 | Class I, 2025 | | Thompson S. Dent | 74 | Director | 1995 | Class I, 2025 | | Frank Gordon | 61 | Director | 2002 | Class III, 2027 | | Alex Jahangir, M.D. | 46 | Director | 2023 | Class II, 2026 | | Jeffrey L. McLaren | 57 | Director | 1990 | Class II, 2026 | | Terry Allison Rappuhn | 67 | Director | 2022 | Class III, 2027 | | 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 |
Directors
* The Board approved the appointment of Charles E. Beard, Jr. to the Board of Directors on March 7, 2025, as previously disclosed in the Company's Form 8-K filed on March 11, 2025. ** As noted above, Dr. Stead is not standing for re-election to the Company's Board at the Annual Meeting and will be retiring from service on the Board concurrently with the Annual Meeting, as previously disclosed in the Company's Form 8-K filed on March 28, 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. Charles E. Beard, Jr. served as the Co-Founder and Chief Operating Officer of Guidehouse, Inc., a global consultancy firm with responsibility over the day-to-day execution of the company’s enterprise services, risk, and quality management strategy until his retirement from such role in December 2024. Mr. Beard has more than three decades of experience in professional advisory services focusing on technology management and technology-enabled operational transformations. Prior to 2018, he was with PwC, where his practice focused on cybersecurity-related services and corporate transactions in the technology sector. He formerly served as the Senior Vice President and Chief Information Officer and General Manager of the Cybersecurity and Intelligence Business Unit, which includes its technology products, for Science Applications International Corporation (now Leidos). Previously, Mr. Beard also led the global Transportation and Industrial markets of KPMG consulting. In addition, Mr. Beard serves on the boards of Fresh Del Monte, Inc. (NYSE: FDP), where he is a member of the Governance (Chair) and Compensation Committees; Inova Health System, where he is the Chair of the Patient Quality and Safety Committee; and Guidehouse, Inc. where he serves on the Audit, People, and Operating Committees. Mr. Beard holds a Master of Jurisprudence from the Seton Hall School of Law, a Masters in Business Administration from the University of Montana, and a Bachelor of Science from Texas A&M University. He is a graduate of the U.S. Air Force Space and Missile program. The Company believes that Mr. Beard’s decades of experience in cybersecurity, digital innovation, and healthcare including addressing the security and control challenges inherent in digital transformations and technology management, along with his service on numerous public and private company boards and committees, give him the qualifications and skills to serve as a director. 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 Associate Chief Medical Officer & Senior Vice President for Physician Network Development, vice-chair of the department of orthopaedic surgery, and director of the division of orthopaedic trauma surgery 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.
Directors
Terry Allison Rappuhn previously served on the boards of six publicly traded companies across the healthcare sector, including acute care hospitals, outpatient services, skilled nursing and assisted living facilities, a pharmaceutical company, a medical device company, and a manufacturer of medical beds and related products. Her prior board service included chairing the board of one company and chairing the audit committees of four companies. Previously, Ms. Rappuhn was Chief Financial Officer of Quorum Health Group, Inc., an owner and operator of acute care hospitals. Ms. Rappuhn began her career with Ernst & Young, LLP and is a Certified Public Accountant. She holds the CERT Certificate in Cybersecurity Oversight from NACD and Carnegie Mellon University and recently completed MIT Sloan School of Management’s executive program on Artificial Intelligence: Implications for Business Strategy. Ms. Rappuhn graduated from Middle Tennessee State University with a Bachelor's degree in Business Administration. The Company believes that Ms. Rappuhn brings to the Board valuable experience in corporate governance, healthcare operations, and financial oversight, with deep expertise in strategic, operational, and financial matters affecting public companies, giving her the qualifications and skills to serve as a director. 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 company: J2 Software, Inc. (doing business as CivicEye). In addition, she formerly served on the private company boards of Guidehouse, Inc., KPMG LLP, Tribridge Enterprises, Inc., Consensus Point, Inc., and Western Express 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 and Chair, 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. Deborah Taylor Tate has been self-employed as a strategic consultant and attorney since 2022. She 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 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 Co-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 Co-chair and 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.
Directors
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. Incumbent Director Not Standing for Re-election 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 served as member of the Audit Committee, National Academy of Sciences and 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.
Certain Relationships and Related Transactions
| ● | 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; |
Director Compensation
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. 2024 Cash Compensation of Directors. During 2024, we paid each non-employee director an annual retainer of $30,000 and members of the Audit Committee an annual retainer of $32,500, provided that the Audit Committee Chair and Lead Independent Director/Nominating and Corporate Governance Chair each received an additional retainer of $10,000 and the Compensation Committee Chair received an additional retainer of $2,750. These amounts were changed in certain respects in comparison to the cash compensation paid to our non-employee directors in 2023, during which our non-employee directors received a flat fee of $20,000 and the members of the Audit Committee received a flat fee of $22,500 and an annual retainer of $10,000 an annual retainer of $10,000, provided that the Audit Committee Chair and Lead Independent Director/Nominating and Corporate Governance Chair each received an additional retainer of $7,500, and the Compensation Committee Chair received an additional retainer of $2,000. 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. 2024 Equity Compensation of Directors. During 2024, we granted 3,018 restricted share units (“RSUs”) (with a grant date fair value of $81,999) under our 2022 Plan to each non-employee director. 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 2024 was approximately $1,500 more than the grant date fair value of RSUs granted to directors in 2023. Directors must remain in the service of the Company as a director for the RSUs to vest unless otherwise determined by the Compensation Committee. Employee directors are not eligible for any compensation for service on the Board or its committees. Summary of 2024 Director Compensation. The following table sets forth the compensation for the Company’s non-employee directors during 2024.
Director Compensation
| | Fees Earned - | Fees Earned - | Stock | | | Name | Paid in Cash ($) | Paid in Stock ($)(1) | Awards ($)(2) | Total ($) | | Thompson S. Dent | $40,000 | $— | $81,999 | $121,999 | | Frank Gordon | — | 32,770 | 81,999 | 114,769 | | Alex Jahangir, M.D. | 30,000 | — | 81,999 | 111,999 | | Jeffrey L. McLaren | 30,000 | — | 81,999 | 111,999 | | Terry Allison Rappuhn | 42,500 | — | 81,999 | 124,499 | | Linda Rebrovick | 32,500 | — | 81,999 | 114,499 | | William W. Stead, M.D. | 32,500 | — | 81,999 | 114,499 | | Deborah Taylor Tate | 30,000 | — | 81,999 | 111,999 |
Director Compensation
| (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 2024) as noted above. | | (2) Represents the aggregate grant date fair value of the RSUs granted to non-employee directors in 2024 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, 2024, filed with the SEC on February 28, 2025. |
Director Compensation
The following table shows the aggregate number of outstanding RSUs held by each non-employee director at fiscal year-end 2024.
Director Compensation
| Name | Restricted Share Unit Awards Outstanding | | Thompson S. Dent | 6,419 | | Frank Gordon | 6,419 | | Alex Jahangir, M.D. | 5,270 | | Jeffrey L. McLaren | 6,419 | | Terry Allison Rappuhn | 6,599 | | Linda Rebrovick | 6,419 | | William W. Stead, M.D. | 6,419 | | Deborah Taylor Tate | 6,419 |
EXECUTIVE COMPENSATION
| ● | Named Executive Officers were eligible to receive short-term awards in the form of a cash bonus under the Company’s 2024 Cash Incentive Bonus Plan. The threshold and target amounts payable under the 2024 Cash Incentive Bonus Plan were based on the level of attainment of the Company's Adjusted EBITDA (as defined under the 2024 Cash Incentive Bonus Plan). The Company's Adjusted EBITDA (as so defined under the 2024 Cash Incentive Bonus Plan) exceeded the target level of attainment for 2024, and as such Messrs. Frist, Sousa, and Collier received their target payout opportunity of 40 percent of base salary, and Messrs. O'Hara and Roberts received their target payout opportunity of 35 percent of base salary. Additionally, under the terms of the 2024 Cash Incentive Bonus Plan, in the event that the target level of Adjusted EBITDA (as defined under such plan) was fully achieved, Named Executive Officers were also eligible to receive an additional payment (the "Stretch Bonus Amount") in an amount equal to a percentage between 0% and 20% of base salary based on the achievement of certain revenue growth percentage targets (as defined under the 2024 Cash Incentive Bonus Plan) established by the Compensation Committee. The Company did not achieve the revenue growth percentage targets, and, therefore, no Stretch Bonus Amount was received by Messrs. Frist, Sousa, Collier, O'Hara, or Roberts under the Company's 2024 Cash Incentive Bonus Plan. |
EXECUTIVE COMPENSATION
| ● | RSUs subject to time-based vesting were granted as part of the Company’s annual equity grants in the following amounts: 5,360 RSUs granted to each of Messrs. Frist, Sousa, Collier, and 4,288 RSUs granted to each of Messrs. O'Hara and Roberts. |
EXECUTIVE COMPENSATION
| ● | Mr. O'Hara was granted 6,100 performance-based RSUs during 2024 in recognition of his executive leadership and to incentivize Mr. O'Hara in connection with the Company's achievement of key annual performance objectives over a five-year time horizon. These RSUs are eligible for vesting in five increments of 10%, 15%, 20%, 25%, and 30% in February 2025, 2026, 2027, 2028, and 2029, 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 Mr. O'Hara in 2024, which were eligible for vesting in February 2025 based on 2024 performance, as well as the performance-based RSUs granted to Messrs. Collier, O'Hara, and Roberts in 2022 and the performance-based RSUs granted to Messrs. Sousa, Collier, O'Hara, and Roberts in 2023, all of which were eligible for vesting in early 2025 based on 2024 performance, vested in full based on the Company’s level of attainment of 2024 RSU Company Adjusted EBITDA (as defined below), which was the performance metric for 2024 for all of these RSUs. |
EXECUTIVE COMPENSATION
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. The Compensation Committee did not engage any compensation consultant in relation to the Compensation Committee’s evaluation of director and executive officer compensation in 2024. The Compensation Committee annually reviews executive compensation and the Company’s compensation policies to ensure that our Chief Executive Officer and 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. 2024 Advisory Vote on Executive Compensation. At the Company’s 2024 annual meeting of shareholders, shareholders holding approximately 96% 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. The specific analysis regarding the components of total executive compensation for 2024 is described below. The primary components of the 2024 program were cash compensation, consisting of a base salary and bonuses and equity incentives, consisting of time-based RSUs and, in the case of a grant made to Mr. O'Hara during 2024 as described below, 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.
EXECUTIVE COMPENSATION
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 April 2024, the Compensation Committee adopted the 2024 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 2024 Cash Incentive Bonus Plan, the Compensation Committee established threshold and target performance objectives that would reward Named Executive Officers and certain other vice presidents and management level employees of the Company for achieving 2024 Incentive Plan Company Adjusted EBITDA goals (as defined below), and additional stretch performance objectives that would further reward Named Executive Officers and certain other vice presidents based on the achievement of revenue growth performance objectives in the event that the target level of attainment of 2024 Incentive Plan Company Adjusted EBITDA was met, as further described below. For purposes of this bonus calculation, “2024 Incentive Plan Company Adjusted EBITDA” was defined as our consolidated adjusted EBITDA for the year ended December 31, 2024, 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 2024 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 2024 Incentive Plan Company Adjusted EBITDA, takes into account any bonus amounts payable by the Company under the 2024 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, 2024 to the most comparable GAAP measure, net income. The Compensation Committee chose 2024 Incentive Plan Company Adjusted EBITDA as the core measure under the 2024 Cash Incentive Bonus Plan because it believed that this was a key measure of our operating performance during 2024 and because it believes that this measure correlates over time with long-term shareholder value. The 2024 Cash Incentive Bonus Plan for the Named Executive Officers was structured with a target payout opportunity of 35 percent of base salary for Messrs. O'Hara and Roberts and 40 percent of base salary for Messrs. Frist, Sousa, and Collier. Under the 2024 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 25% of the target bonus pool was funded. Incremental adjusted EBITDA above the threshold performance level then begins to fund the remaining 75% 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). Moreover, payouts under the 2024 Cash Incentive Bonus Plan between such threshold and target performance levels would be linearly interpolated between threshold and target performance goal levels.
EXECUTIVE COMPENSATION
| Stretch | | | 2024 Incentive Plan Revenue Growth Percentage Rate | Bonus Achievement as a Percentage of Base Salary | | 6.0% | 10% | | 7.0% | 15% | | 8.0% | 20% |
EXECUTIVE COMPENSATION
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 2024 Incentive Plan Company Adjusted EBITDA and 2024 Incentive Plan Revenue meeting or exceeding the performance levels of 2024 Incentive Plan Company Adjusted EBITDA and 2024 Incentive Plan Revenue Growth Percentage Rates set forth in the charts above. At the time that levels of attainment for 2024 Incentive Plan Company Adjusted EBITDA and 2024 Incentive Plan Revenue Growth Percentage were set under 2024 Cash Incentive Bonus Plan as described above, the Compensation Committee believed that such levels of attainment were appropriately challenging, taking into account the economic conditions then impacting the Company, and that achieving such levels of attainment (particularly at the target and stretch level) would require significant effort from our Named Executive Officers. The 2024 Incentive Plan Company Adjusted EBITDA in 2024, as defined above, was approximately $66.7 million, which exceeded the target performance level of $66.0 million. This achievement resulted in the target bonus payout of 35 percent of base salary for Messrs. O'Hara and Roberts and 40 percent of the base salary for Messrs. Frist, Sousa, and Collier. The calculation of 2024 Incentive Plan Company Adjusted EBITDA included an adjustment of $0.1 million pursuant to clause (ii) of the first paragraph of this discussion under “Cash Bonuses” as a result of adjusted EBITDA during the year ended December 31, 2024 associated with the businesses acquired pursuant to the two acquisitions we consummated in the fourth quarter of 2024. Accordingly, our 2024 Incentive Plan Company Adjusted EBITDA was less than our publicly disclosed adjusted EBITDA for the year ended December 31, 2024 by $0.1 million. In addition, 2024 Incentive Plan Revenue was $291.5 million, representing revenues of $291.6 million as publicly disclosed less an adjustment of $0.1 million as a result of revenue during the year ended December 31, 2024 associated with the business acquired pursuant to the two acquisitions we consummated in the fourth quarter of 2024, which resulted in the 2024 Incentive Plan Revenue Growth Percentage Rate being less than 6%, such that no applicable stretch bonuses were paid to our Named Executive Officers for 2024 performance. 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 2024. 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. Time-Based RSU Awards. 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 (which grants generally had been made in March) would be divided into two semi-annual grants to be awarded approximately six months apart in order to, among other things, promote retention through staggered vesting periods. Consistent with the semi-annual grant framework reflected above, the Compensation Committee approved, in March 2024, the first installment of the 2024 semi-annual grant of time-based RSUs to our Named Executive Officers. In addition, in September 2024, the Compensation Committee approved the second installment of the 2024 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 2024 as described above. The time-based RSU awards made to our Named Executive Officers in March 2024 and September 2024 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 2024 were in the following amounts: Robert A. Frist, Jr. - 5,360 RSUs; Michael Sousa - 5,360 RSUs; Michael M. Collier - 5,360 RSUs; Kevin P. O'Hara - 4,288 RSUs; and Scott A. Roberts - 4,288 RSUs. The aggregate grant date fair value of the time-based RSU awards made by the Company to each of these Named Executive Officers during 2024 was approximately the same as the aggregate grant date fair value of the time-based RSUs made by the Company to each such Named Executive Officer during 2023. In addition to the time-based RSUs, on August 23, 2024, the Compensation Committee approved the grant of 6,100 performance-based RSUs to Mr. O'Hara in recognition of Mr. O'Hara's executive leadership and to incentivize Mr. O'Hara 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 subject to time-based vesting requirements as provided below. The RSUs approved in March 2024 and September 2024 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 2024 and September 2024 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. The chart below summarizes the time-based equity awards made to our Named Executive Officers in March 2024 and September 2024. Performance-based equity awards made to Named Executive Officers during 2024 are discussed in the narrative below the chart.
EXECUTIVE COMPENSATION
| Name and Title | Shares Subject to Time-Based Vesting RSU Approved in March 2024 | Aggregate Grant Date Fair Value of Shares Approved in March 2024 Subject to Time Based Vesting(1) | Shares Subject to Time-Based Vesting RSU Approved in September 2024 | Aggregate Grant Date Fair Value of Shares Approved in September 2024 Subject to Time Based Vesting(1) | | Robert A. Frist, Jr. | 2,800 | $75,012 | 2,560 | $75,008 | | Michael Sousa | 2,800 | 75,012 | 2,560 | 75,008 | | Michael M. Collier | 2,800 | 75,012 | 2,560 | 75,008 | | Kevin P. O'Hara | 2,240 | 60,010 | 2,048 | 60,006 | | Scott A. Roberts | 2,240 | 60,010 | 2,048 | 60.006 |
EXECUTIVE COMPENSATION
Performance-Based RSU Awards. In March 2022, the Compensation Committee made a determination to grant Messrs. Collier, O'Hara, and Roberts performance-based RSUs in recognition of the executive leadership of these individuals and to incentivize Messrs. Collier, O'Hara, 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. Collier received 17,224 performance-based RSUs and Messrs. O'Hara and Roberts 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, O'Hara, and Roberts' continuing employment as of any such vesting date. During 2024, the performance criteria was established for 3,445 of these performance-based RSUs granted to Mr. Collier in March 2022, and 2,461 of these performance-based RSUs granted to each of Messrs. O'Hara and Roberts in March 2022, the vesting of which was based on the achievement of performance criteria for 2024 as described in greater detail below. In accordance with SEC guidance, the Summary Compensation Table set forth below for 2024 reflects the grant date fair value of these 3,445 performance-based RSUs for Mr. Collier and 2,461 performance-based RSUs for each of Messrs. O'Hara and Roberts. The performance criteria for Mr. Collier’s 3,445 RSUs and Messrs. O'Hara and Roberts’ 2,461 RSUs granted in 2022 which were eligible for vesting based on the performance period in 2024 and for which performance criteria was established in 2024, was based upon the achievement of "2024 RSU Company Adjusted EBITDA," which is defined as our consolidated adjusted EBITDA for the year ended December 31, 2024, 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 2024 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 2024 RSU Company Adjusted EBITDA greater than or equal to $66.0 million, and (ii) no vesting of RSUs for achieving 2024 RSU Company Adjusted EBITDA below $66.0 million. The Company achieved 2024 RSU Company Adjusted EBITDA of $66.7 million for purposes of this performance criteria. Therefore, 100% of the 3,445 RSUs vested for Mr. Collier and 100% of the 2,461 RSUs vested for Messrs. O'Hara and Roberts for the performance period of 2024. The calculation of 2024 RSU Company Adjusted EBITDA included an adjustment of $0.1 million pursuant to clause (ii) of the second sentence of this paragraph as a result of adjusted EBITDA during the year ended December 31, 2024 associated with the businesses acquired pursuant to the two acquisitions we consummated in the fourth quarter of 2024. Accordingly, our 2024 RSU Company Adjusted EBITDA was less than our publicly disclosed adjusted EBITDA for the year ended December 31, 2024 by $0.1 million. The performance criteria for the remaining 7,751 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 2025 and 4,306 RSUs in 2026. The performance criteria for the remaining 5,536 performance-based RSUs granted to each of Messrs. O'Hara and Roberts in March 2022 will be determined based on the achievement of financial performance criteria on an annual basis as follows: 2,460 RSUs in 2025 and 3,076 RSUs in 2026. The performance-based RSUs for Messrs. Collier, O'Hara, and Roberts vesting based on performance in 2025 and 2026 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 Messrs. Sousa, Collier, O'Hara, and Roberts performance-based RSUs in February 2023 in recognition of their executive leadership and to incentivize Messrs. Sousa, Collier, O'Hara, 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 Messrs. O'Hara and Roberts 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, O'Hara, and Roberts' continuing employment as of any such vesting date. During 2024, the performance criteria was established for 12,000 of these performance-based RSUs granted to Mr. Sousa in February 2023, 3,600 of these performance-based RSUs granted to Mr. Collier in February 2023, and 2,000 of the performance-based RSUs granted to each of Messrs. O'Hara and Roberts in February 2023, the vesting of which was based on the achievement of performance criteria for 2024 as described in greater detail below. In accordance with SEC guidance, the Summary Compensation Table set forth below for 2024 reflects the grant date fair value of these 12,000 performance-based RSUs for Mr. Sousa, 3,600 performance-based RSUs for Mr. Collier, and 2,000 performance-based RSUs for each of Messrs. O'Hara and Roberts. The performance criteria for Mr. Sousa's 12,000 RSUs, Mr. Collier's 3,600 RSUs, and Messrs. O'Hara and Roberts' 2,000 RSUs granted in 2023 which were eligible for vesting based on the performance period in 2024 and for which performance criteria was established in 2024, was based upon the achievement of 2024 RSU Company Adjusted EBITDA. The performance criteria for these awards was structured to provide (i) 100% vesting of RSUs for achieving 2024 RSU Company Adjusted EBITDA greater than or equal to $66.0 million, and (ii) no vesting of RSUs for achieving 2024 RSU Company Adjusted EBITDA below $66.0 million. The Company achieved 2024 RSU Company Adjusted EBITDA of $66.7 million for purposes of this performance criteria (which was calculated as described above). Therefore, 100% of these 12,000 RSUs for Mr. Sousa, 3,600 RSUs for Mr. Collier, and 2,000 RSUs for Messrs. O'Hara and Roberts vested for the performance period of 2024.
EXECUTIVE COMPENSATION
The performance criteria for the remaining 11,700 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 2025, 3,600 RSUs in 2026, and 4,500 RSUs in 2027. The performance criteria for the remaining 6,500 performance-based RSUs granted to each of Messrs. O'Hara and Roberts in February 2023 will be determined based on the achievement of financial performance criteria on an annual basis as follows: 2,000 RSUs in 2025, 2,000 RSUs in 2026, and 2,500 RSUs in 2027. The performance-based RSUs for Messrs. Sousa, Collier, O'Hara and Roberts vesting based on performance in 2025 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. In addition, in connection with Mr. Sousa's resignation from his position effective March 31, 2025, as described above, Mr. Sousa forfeited all unvested equity awards pursuant to the terms of such award agreements and the 2022 Plan, including the 39,000 unvested performance-based RSUs granted to him in February 2023. As noted above, the Compensation Committee also made a determination to grant Mr. O'Hara performance-based RSUs in August 2024 in recognition of his executive leadership and to incentivize Mr. O'Hara in connection with the Company’s achievement of key annual performance objectives over a five-year time horizon. In connection with this grant, Mr. O'Hara received 6,100 performance-based RSUs, which were eligible for vesting in five increments of 10%, 15%, 20%, 25%, and 30% in February 2025, 2026, 2027, 2028, and 2029, 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 Mr. O'Hara's continuing employment as of any such vesting date. During 2024, the performance criteria was established for 610 of these performance-based RSUs granted to Mr. O'Hara in August 2024, the vesting of which was based on the achievement of performance criteria for 2024 as described in greater detail below. In accordance with SEC guidance, the Summary Compensation Table set forth below for 2024 reflects the grant date fair value of these 610 performance-based RSUs for Mr. O'Hara. The performance criteria for Mr. O'Hara's 610 RSUs granted in 2024 which were eligible for vesting based on the performance period in 2024 and for which performance criteria was established in 2024, was based upon the achievement of 2024 RSU Company Adjusted EBITDA. The performance criteria for these awards was structured to provide (i) 100% vesting of RSUs for achieving 2024 RSU Company Adjusted EBITDA greater than or equal to $66.0 million, and (ii) no vesting of RSUs for achieving 2024 RSU Company Adjusted EBITDA below $66.0 million. The Company achieved 2024 RSU Company Adjusted EBITDA of $66.7 million (which was calculated as described above) for purposes of this performance criteria. Therefore, 100% of these 610 RSUs for Mr. O'Hara vested for the performance period of 2024. The performance criteria for the remaining 5,490 performance-based RSUs granted to Mr. O'Hara in August 2024 will be determined based on the achievement of financial performance criteria on an annual basis as follows: 915 RSUs in 2025, 1,220 RSUs in 2026, 1,525 RSUs in 2027, and 1,830 in 2028. The performance-based RSUs for Mr. O'Hara vesting based on performance in 2025 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, O'Hara's and Roberts’ award agreements with respect to the performance-based RSUs granted in 2022, 2023, and 2024, as applicable, described above 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. Sousa, Collier, O'Hara, and Roberts in March 2022 and February 2023 which were eligible for vesting based on the Company’s performance during the 2023 performance period ultimately vested, these individuals did not have any performance-based RSUs eligible for catch-up vesting in relation to 2024 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 2024. 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.
Summary Compensation Table
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.
Summary Compensation Table
| | | | | | Non-Equity | | | | | | | Stock | Option | Incentive Plan | All Other | | | Name and Principal Position | Year | Salary | Awards (1) | Awards (1) | Compensation (2) | Compensation (3) | Total | | Robert A. Frist, Jr. | 2024 | $387,667 | $150,020 | — | $156,600 | $7,844 | $702,131 | | Chief Executive Officer | 2023 | 380,000 | 150,006 | — | 190,000 | 7,103 | 727,109 | | | 2022 | 375,000 | 205,336 | — | 160,088 | 9,477 | 749,901 | | Michael Sousa | 2024 | 383,667 | 471,500(4) | — | 155,200 | 7,825 | 1,018,192 | | Former Executive Vice President, | 2023 | 375,000 | 386,256(10) | — | 187,500 | 7,077 | 955,833 | | Enterprise Applications (15) | 2022 | 368,333 | 418,696(13) | — | 157,982 | 6,405 | 951,416 | | Michael M. Collier | 2024(5) | 359,333 | 338,756(6) | — | 145,600 | 5,158 | 848,847 | | Executive Vice President, | 2023 | 343,333 | 311,286(11) | — | 175,000 | 4,628 | 834,247 | | Corporate Strategy, Development, and Operations (16) | | | | | | | | | Kevin P. O'Hara | 2024(7) | 342,333 | 257,088(8) | — | 121,975 | 1,510 | 722,906 | | Executive Vice President, | | | | | | | | | Enterprise Workforce Platform (17) | | | | | | | | | Scott A. Roberts | 2024 | 330,000 | 239,526(9) | — | 117,250 | 5,104 | 691,880 | | Senior Vice President and | 2023 | 313,333 | 223,992(12) | — | 144,000 | 4,574 | 685,899 | | Chief Financial Officer | 2022 | 291,667 | 196,589(14) | — | 96,386 | 6,285 | 590,927 |
Summary Compensation Table
| (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, 2024, filed with the SEC on February 28, 2025. |
Summary Compensation Table
| (2) Reflects amounts earned during the relevant fiscal year under our Cash Incentive Bonus Plan. |
Summary Compensation Table
| (3) Other compensation for 2024, 2023, and 2022 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. | | (4) Represents the $150,020 grant date fair value of the time-based RSUs granted to Mr. Sousa in 2024 as well as the $321,480 grant date fair value of 12,000 performance-based RSUs granted to Mr. Sousa in 2023 for which performance criteria was established in 2024 and which were eligible for vesting based on 2024 performance. | | (5) Compensation for Mr. Collier is not provided for 2022 since Mr. Collier was not a named executive officer during such year. | | (6) Represents the $150,020 grant date fair value of the time-based RSUs granted to Mr. Collier in 2024 as well as the $188,736 grant date fair value of 7,045 performance-based RSUs granted to Mr. Collier in 2022 and 2023 in the aggregate which were eligible for vesting based on 2024 performance (including (i) 3,600 performance-based RSUs granted to Mr. Collier in 2023 for which performance criteria was established in 2024, and (ii) 3,445 performance-based RSUs granted to Mr. Collier in 2022 for which performance criteria was established in 2024). | | (7) Compensation for Mr. O'Hara is not provided for 2023 and 2022 since Mr. O'Hara was not a named executive officer during such years. | | (8) Represents the $120,016 grant date fair value of the time-based RSUs granted to Mr. O'Hara in 2024 as well as the $137,072 grant date fair value of 5,071 performance-based RSUs granted to Mr. Collier in 2022, 2023, and 2024 in the aggregate which were eligible for vesting based on 2024 performance (including (i) 610 performance-based RSUs granted to Mr. O'Hara in 2024 for which performance criteria was established in 2024, (ii) 2,000 performance-based RSUs granted to Mr. O'Hara in 2023 for which performance criteria was established in 2024, and (iii) 2,461 performance-based RSUs granted to Mr. O'Hara in 2022 for which performance criteria was established in 2024). | | (9) Represents the $120,016 grant date fair value of the time-based RSUs granted to Mr. Roberts in 2024 as well as the $119,510 grant date fair value of 4,461 performance-based RSUs granted to Mr. Roberts in 2022 and 2023 in the aggregate which were eligible for vesting based on 2024 performance (including (i) 2,000 performance-based RSUs granted to Mr. Roberts in 2023 for which performance criteria was established in 2024, and (ii) 2,461 performance-based RSUs granted to Mr. Roberts in 2022 for which performance criteria was established in 2024). | | (10) 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. |
Summary Compensation Table
| (11) 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 in the aggregate 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). | | (12) Represents the $120,016 grant date fair value of the time-based RSUs granted to Mr. Roberts in 2023 as well as the $103,976 grant date fair value of 3,961 performance-based RSUs granted to Mr. Roberts in 2022 and 2023 in the aggregate which were eligible for vesting based on 2023 performance (including (i) 1,500 performance-based RSUs granted to Mr. Roberts in 2023 for which performance criteria was established in 2023, and (ii) 2,461 performance-based RSUs granted to Mr. Roberts in 2022 for which performance criteria was established in 2023). |
Summary Compensation Table
| (13) 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. | | (14) Represents the $159,098 grant date fair value of the time-based RSUs granted to Mr. Roberts in 2022 as well as the $37,490 grant date fair value of 1,845 performance-based RSUs granted to Mr. Roberts in 2022 for which performance criteria was established in 2022 and which were eligible for vesting based on 2022 performance. | | (15) Mr. Sousa served as Executive Vice President, Enterprise Applications until his resignation effective March 31, 2025. | | (16) Mr. Collier was promoted to this position in February 2025, and served as Executive Vice President, Corporate Strategy and Development during 2024. | | (17) Mr. O'Hara was promoted to this position in February 2025, and served as Senior Vice President, Platform Solutions during 2024. |
Grants of Plan-Based Awards – Fiscal Year 2024
Grants of Plan-Based Awards – Fiscal Year 2024 The following table provides information related to plan-based awards granted to the Named Executive Officers during the 2024 fiscal year.
Grants of Plan-Based Awards – Fiscal Year 2024
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | | | | Name | Award Type | Grant Date | Threshold ($) | 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 | — | $39,150 | $156,600 | $234,900 | — | $— | | | Time-based RSUs (3) | 3/20/2024 | — | — | — | 2,800 | 75,012 | | | Time-based RSUs (3) | 9/18/2024 | — | — | — | 2,560 | 75,008 | | Michael Sousa | Cash Bonus | — | 38,800 | 155,200 | 232,800 | — | — | | | Time-based RSUs (3) | 3/20/2024 | — | — | — | 2,800 | 75,012 | | | Time-based RSUs (3) | 9/18/2024 | — | — | — | 2,560 | 75,008 | | | Performance-based RSUs (4) | 3/20/2024 | — | — | — | 12,000 | 321,480 | | Michael M. Collier | Cash Bonus | — | 36,400 | 145,600 | 218,400 | — | — | | | Time-based RSUs (3) | 3/20/2024 | — | — | — | 2,800 | 75,012 | | | Time-based RSUs (3) | 9/18/2024 | — | — | — | 2,560 | 75,008 | | | Performance-based RSUs (5) | 3/20/2024 | — | — | — | 3,600 | 96,444 | | | Performance-based RSUs (6) | 3/20/2024 | — | — | — | 3,445 | 92,292 | | Kevin P. O'Hara | Cash Bonus | — | 30,494 | 121,975 | 191,675 | — | — | | | Time-based RSUs (3) | 3/20/2024 | — | — | — | 2,240 | 60,010 | | | Time-based RSUs (3) | 9/18/2024 | — | — | — | 2,048 | 60,006 | | | Performance-based RSUs (7) | 3/20/2024 | — | — | — | 2,000 | 53,580 | | | Performance-based RSUs (8) | 3/20/2024 | — | — | — | 2,461 | 65,930 | | | Performance-based RSUs (9) | 8/23/2024 | — | — | — | 610 | 17,562 | | Scott A. Roberts | Cash Bonus | — | 29,313 | 117,250 | 184,250 | — | — | | | Time-based RSUs (3) | 3/20/2024 | — | — | — | 2,240 | 60,010 | | | Time-based RSUs (3) | 9/18/2024 | — | — | — | 2,048 | 60,006 | | | Performance-based RSUs (7) | 3/20/2024 | — | — | — | 2,000 | 53,580 | | | Performance-based RSUs (8) | 3/20/2024 | — | — | — | 2,461 | 65,930 |
Grants of Plan-Based Awards – Fiscal Year 2024
| (1) The amounts reflected in the threshold and target columns set forth above reflect the amounts payable under the Company’s 2024 cash bonus plan assuming achievement of the threshold and target bonus levels, respectively, as described above under “Compensation Discussion and Analysis — Cash Bonuses.” Additionally, the amounts reflected in the maximum column set forth above reflects the maximum aggregate amount payable under the Company's 2024 Cash Incentive Bonus Plan assuming full achievement of the stretch bonus level, as described above under "Compensation Discussion and Analysis — Cash Bonuses." |
Grants of Plan-Based Awards – Fiscal Year 2024
| (2) Represents the aggregate grant date fair value 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, 2024, filed with the SEC on February 28, 2025. |
Grants of Plan-Based Awards – Fiscal Year 2024
| (3) Each time-based RSU has a value equal to the fair market value of one share of the Company’s common stock. The time-based RSUs granted in 2024 vest annually in 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 remains in the employment of the Company on such dates. |
Grants of Plan-Based Awards – Fiscal Year 2024
| (4) Represents the grant date fair value of 12,000 performance based RSUs granted to Mr. Sousa in 2023 which were eligible for vesting in February 2025 based on 2024 performance and for which performance criteria was determined in 2024. See “Compensation Discussion and Analysis – Long-Term Stock-Based Incentive Compensation” above for further discussion. Each performance-based RSU has a value equal to the fair market value of one share of the Company’s common stock. These performance-based RSUs vest in accordance with the terms of the award made in 2023, under which 12,000 of the RSUs granted in 2023 were eligible for vesting in February 2025 subject to achievement of the applicable annual performance measure of the Company in 2024. The performance measure of the Company was fully achieved during 2024 such that Mr. Sousa received the 12,000 shares eligible for vesting in February 2025. | | (5) Represents the grant date fair value of 3,600 performance based RSUs granted to Mr. Collier in 2023 which were eligible for vesting in February 2025 based on 2024 performance and for which performance criteria was determined in 2024. See “Compensation Discussion and Analysis – Long-Term Stock-Based Incentive Compensation” above for further discussion. Each performance-based RSU has a value equal to the fair market value of one share of the Company’s common stock. These performance-based RSUs vest in accordance with the terms of the award made in 2023, under which 3,600 of the RSUs granted in 2023 were eligible for vesting in February 2025 subject to achievement of the applicable annual performance measure of the Company in 2024. The performance measure of the Company was fully achieved during 2024 such that Mr. Collier received the 3,600 shares eligible for vesting in February 2025. |
Grants of Plan-Based Awards – Fiscal Year 2024
| (6) Represents the grant date fair value of 3,445 performance based RSUs granted to Mr. Collier in 2022 which were eligible for vesting in March 2025 based on 2024 performance and for which performance criteria was determined in 2024. See “Compensation Discussion and Analysis – Long-Term Stock-Based Incentive Compensation” above for further discussion. Each performance-based RSU has a value equal to the fair market value of one share of the Company’s common stock. These performance-based RSUs vest in accordance with the terms of the award made in 2022, under which 3,445 of the RSUs granted in 2022 were eligible for vesting in March 2025 subject to achievement of the applicable annual performance measure of the Company in 2024. The performance measure of the Company was fully achieved during 2024 such that Mr. Collier received the 3,445 shares eligible for vesting in March 2025. | | (7) Represents the grant date fair value of 2,000 performance based RSUs granted to Messrs. O'Hara and Roberts in 2023 which were eligible for vesting in February 2025 based on 2024 performance and for which performance criteria was determined in 2024. See “Compensation Discussion and Analysis – Long-Term Stock-Based Incentive Compensation” above for further discussion. Each performance-based RSU has a value equal to the fair market value of one share of the Company’s common stock. These performance-based RSUs vest in accordance with the terms of the award made in 2023, under which 2,000 of the RSUs granted in 2023 were eligible for vesting in February 2025 subject to achievement of the applicable annual performance measure of the Company in 2024. The performance measure of the Company was fully achieved during 2024 such that Messrs. O'Hara and Roberts received the 2,000 shares eligible for vesting in February 2025. | | (8) Represents the grant date fair value of 2,461 performance based RSUs granted to Messrs. O'Hara and Roberts in 2022 which were eligible for vesting in March 2025 based on 2024 performance and for which performance criteria was determined in 2024. See “Compensation Discussion and Analysis – Long-Term Stock-Based Incentive Compensation” above for further discussion. Each performance-based RSU has a value equal to the fair market value of one share of the Company’s common stock. These performance-based RSUs vest in accordance with the terms of the award made in 2022, under which 2,461 of the RSUs granted in 2022 were eligible for vesting in March 2025 subject to achievement of the applicable annual performance measure of the Company in 2024. The performance measure of the Company was fully achieved during 2024 such that Messrs. O'Hara and Roberts received the 2,461 shares eligible for vesting in March 2025. | | (9) Represents the grant date fair value of 610 performance based RSUs granted to Mr. O'Hara in 2024 which were eligible for vesting in February 2025 based on 2024 performance and for which performance criteria was determined in 2024. See “Compensation Discussion and Analysis – Long-Term Stock-Based Incentive Compensation” above for further discussion. Each performance-based RSU has a value equal to the fair market value of one share of the Company’s common stock. These performance-based RSUs vest in accordance with the terms of the award made in 2024, under which 610 of the RSUs granted in 2024 were eligible for vesting in February 2025 subject to achievement of the applicable annual performance measure of the Company in 2024. The performance measure of the Company was fully achieved during 2024 such that Mr. O'Hara received the 610 shares eligible for vesting in February 2025. |
Outstanding Equity Awards at 2024 Fiscal Year End
Outstanding Equity Awards at 2024 Fiscal Year End The following table provides information related to the stock awards held by the Named Executive Officers that were outstanding at the end of fiscal year 2024.
Outstanding Equity Awards at 2024 Fiscal Year End
| Name | Number of Shares Underlying Unexercised Options (#) Exercisable | Number of Shares Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Shares Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | Number of Units of Stock That Have Not Vested | Market Value of Units of Stock That Have Not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Market Value of Unearned Units of Stock That Have Not Vested(1) | | Robert A. Frist, Jr. | — | — | — | $— | — | 19,060(3) | $606,108 | — | $— | | Michael Sousa | — | — | — | — | — | 19,060(3) | 606,108 | 51,000(7) | 1,621,800 | | Michael M. Collier | 18,000(2) | —(2) | — | 20.34 | 12/9/2030 | 18,379(4) | 584,452 | 26,496(8) | 842,573 | | Kevin P. O'Hara | 18,000(2) | —(2) | — | 20.34 | 12/9/2030 | 18,150(5) | 577,170 | 22,597(9) | 718,585 | | Scott A. Roberts | 18,000(2) | —(2) | — | 20.34 | 12/9/2030 | 15,306(6) | 486,731 | 16,497(10) | 524,605 |
Outstanding Equity Awards at 2024 Fiscal Year End
| (1) The dollar amount was determined by multiplying the number of share units by $31.80 (the closing price of the Company’s common stock on December 31, 2024, the last day of trading in 2024). |
Outstanding Equity Awards at 2024 Fiscal Year End
| (2) The number of shares underlying unexercised options represent stock options that were granted on December 9, 2020 and that vest in the following manner assuming continued employment through the vesting date: 2,700 options vested December 2021; 3,600 options vested December 2022; 5,400 options vested December 2023; and 6,300 options vested December 2024. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (3) The units of stock that were not vested as of December 31, 2024 represent time-based RSUs that were granted on various dates and that vest in the following manner assuming continued employment through the vesting date: 4,933 shares vested March 2025; 1,087 shares vest September 2025; 958 shares vest October 2025; 3,682 shares vest March 2026; 1,567 shares vest September 2026; 1,119 shares vest October 2026; 1,840 shares vest March 2027; 1,998 shares vest September 2027; 980 shares vest March 2028; and 896 shares vest September 2028. As set forth earlier in "Compensation Discussion and Analysis — Long-Term Stock-Based Incentive Compensation," in connection with his resignation effective March 31, 2025, Mr. Sousa forfeited all equity awards that were unvested as of such date pursuant to the terms of his award agreements and the 2022 Plan. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (4) The units of stock that were not vested as of December 31, 2024 represent time-based RSUs that were granted on various dates and that vest in the following manner assuming continued employment through the vesting date: 4,588 shares vested March 2025; 1,087 shares vest September 2025; 895 shares vest October 2025; 3,484 shares vest March 2026; 1,567 shares vest September 2026; 1,044 shares vest October 2026; 1,840 shares vest March 2027; 1,998 shares vest September 2027; 980 shares vest March 2028; and 896 shares vest September 2028. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (5) The units of stock that were not vested as of December 31, 2024 represent time-based RSUs that were granted on various dates and that vest in the following manner assuming continued employment through the vesting date: 2,844 shares vested January 2025; 4,095 shares vested March 2025; 869 shares vest September 2025; 766 shares vest October 2025; 2,856 shares vest March 2026; 1,254 shares vest September 2026; 895 shares vest October 2026; 1,472 shares vest March 2027; 1,598 shares vest September 2027; 784 shares vest March 2028; and 717 shares vest September 2028. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (6) The units of stock that were not vested as of December 31, 2024 represent time-based RSUs that were granted on various dates and that vest in the following manner assuming continued employment through the vesting date: 4,095 shares vested March 2025; 869 shares vest September 2025; 766 shares vest October 2025; 2,856 shares vest March 2026; 1,254 shares vest September 2026; 895 shares vest October 2026; 1,472 shares vest March 2027; 1,598 shares vest September 2027; 784 shares vest March 2028; and 717 shares vest September 2028. | | (7) The unearned units of stock that were not vested as of December 31, 2024 represent 51,000 unvested performance-based RSUs of the 60,000 RSUs awarded on February 23, 2023. The 51,000 performance-based RSUs referred to in the chart above vest in the following manner assuming full achievement of requisite performance criteria and continued employment through the vesting date: 12,000 were eligible for vesting in February 2025 based on 2024 performance; 12,000 will be eligible for vesting in February 2026 based on 2025 performance; 12,000 will be eligible for vesting in February 2027 based on 2026 performance; and 15,000 will be eligible for vesting in February 2028 based on 2027 performance. Of the 12,000 RSUs eligible for vesting based on 2024 performance as noted above, the relevant performance measure was achieved during 2024 such that Mr. Sousa received all 12,000 shares underlying such RSUs in February 2025. As set forth earlier in "Compensation Discussion and Analysis — Long-Term Stock-Based Incentive Compensation," in connection with his resignation effective March 31, 2025, Mr. Sousa forfeited all equity awards that were unvested as of such date pursuant to the terms of his award agreements and the 2022 Plan. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (8) The unearned units of stock that were not vested as of December 31, 2024 represent 15,300 unvested performance-based RSUs of the 18,000 RSUs awarded on February 23, 2023 and 11,196 unvested performance-based RSUs of the 17,224 performance-based RSUs awarded on May 26, 2022. The 26,496 performance-based RSUs referred to in the chart above vest in the following manner assuming full achievement of requisite performance criteria and continued employment through the vesting date: 3,600 were eligible for vesting in February 2025 based on 2024 performance; 3,445 were eligible for vesting in March 2025 based on 2024 performance; 3,600 will be eligible for vesting in February 2026 based on 2025 performance; 3,445 will be eligible for vesting in March 2026 based on 2025 performance; 3,600 will be eligible for vesting in February 2027 based on 2026 performance; 4,306 will be eligible for vesting in March 2027 based on 2026 performance; and 4,500 will be eligible for vesting in February 2028 based on 2027 performance. Of the 7,045 RSUs eligible for vesting based on 2024 performance as noted above, the relevant performance measure was achieved during 2024 such that Mr. Collier received all 7,045 shares underlying such RSUs in February and March 2025. | | (9) The unearned units of stock that were not vested as of December 31, 2024 represent 6,100 unvested performance-based RSUs of the 6,100 RSUs awarded on August 23, 2024, 8,500 unvested performance-based RSUs of the 10,000 RSUs awarded on February 23, 2023, and 7,997 unvested performance-based RSUs of the 12,303 performance-based RSUs awarded on March 23, 2022. The 22,597 performance-based RSUs referred to in the chart above vest in the following manner assuming full achievement of requisite performance criteria and continued employment through the vesting date: 2,610 were eligible for vesting in February 2025 based on 2024 performance; 2,461 were eligible for vesting in March 2025 based on 2024 performance; 2,915 will be eligible for vesting in February 2026 based on 2025 performance; 2,460 will be eligible for vesting in March 2026 based on 2025 performance; 3,220 will be eligible for vesting in February 2027 based on 2026 performance; 3,076 will be eligible for vesting in March 2027 based on 2026 performance; 4,025 will be eligible for vesting in February 2028 based on 2027 performance; and 1,830 will be eligible for vesting in February 2029 based on 2028 performance. Of the 5,071 RSUs eligible for vesting based on 2024 performance as noted above, the relevant performance measure was achieved during 2024 such that Mr. O'Hara received all 5,071 shares underlying such RSUs in February and March 2025. | | (10) The unearned units of stock that were not vested as of December 31, 2024 represent 8,500 unvested performance-based RSUs of the 10,000 RSUs awarded on February 23, 2023 and 7,997 unvested performance-based RSUs of the 12,303 performance-based RSUs awarded on March 23, 2022. The 16,497 performance-based RSUs referred to in the chart above vest in the following manner assuming full achievement of requisite performance criteria and continued employment through the vesting date: 2,000 were eligible for vesting in February 2025 based on 2024 performance; 2,461 were eligible for vesting in March 2025 based on 2024 performance; 2,000 will be eligible for vesting in February 2026 based on 2025 performance; 2,460 will be eligible for vesting in March 2026 based on 2025 performance; 2,000 will be eligible for vesting in February 2027 based on 2026 performance; 3,076 will be eligible for vesting in March 2027 based on 2026 performance; and 2,500 are eligible for vesting in February 2028 based on 2027 performance. Of the 4,461 RSUs eligible for vesting based on 2024 performance as noted above, the relevant performance measure was achieved during 2024 such that Mr. Roberts received all 4,461 shares underlying such RSUs in February and March 2025. |
Stock Vested During 2024
Stock Vested During 2024 The following table provides information related to RSUs held by the Named Executive Officers that vested during 2024. The Named Executive Officers did not exercise any stock options during 2024.
Stock Vested During 2024
| | Stock Awards | | | | Number of Shares | Value | | Name | Acquired on Vesting | Realized on Vesting(1) | | Robert A. Frist, Jr. | 6,610 | $177,306 | | Michael Sousa | 15,610 | 418,596 | | Michael M. Collier | 13,187 | 352,054 | | Kevin P. O'Hara | 10,224 | 272,216 | | Scott A. Roberts | 9,616 | 256,804 |
Stock Vested During 2024
| (1) The value realized equals the number of shares vested, multiplied by the closing price of the Company’s stock on the day prior to the vesting date. All of the stock awards which vested in 2024 were time-based RSUs which vested based on the satisfaction of applicable time-based criteria in 2024, except for 9,000 performance-based RSUs for Mr. Sousa which were granted in 2023 and vested in 2024 based on the satisfaction of performance criteria for the year ended December 31, 2023, 3,444 and 2,700 performance-based RSUs for Mr. Collier which were granted in 2022 and 2023, respectively, and vested in 2024 based on the satisfaction of performance criteria for the year ended December 31, 2023, and 2,461 and 1,500 performance-based RSUs for Messrs. O'Hara and Roberts which were granted in 2022 and 2023, respectively, and vested in 2024 based on the satisfaction of performance criteria for the year ended December 31, 2023. |
Potential Payments Upon Termination or Change-in-Control
Potential Payments Upon Termination or Change-in-Control We maintain only one employment agreement for our Named Executive Officers with Robert A. Frist, Jr., our Chief Executive Officer and Chairman. The term of the agreement automatically extends for successive one-year periods unless either party provides 90 days advance notice of their intent not to further extend the then current employment term, in which case the employment agreement shall expire and terminate at the end of the then current employment term. Mr. Frist is entitled to severance benefits if we terminate him without cause; 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 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. If Mr. Frist is terminated for cause, or because of his death, disability, or voluntary resignation without good reason, he would not be entitled to any compensation or benefits beyond his effective termination date, other than benefits provided through statutory requirements. Under the terms of the 2016 Plan, the 2022 Plan, and the respective award agreements underlying such plans, any outstanding stock options and time-based RSUs will become fully vested upon a change-in-control (as defined in such plans). In addition, the performance-based RSU award agreements with our Named Executive Officers provide that, except as may otherwise be determined by the Compensation Committee, in the event that there is a change-in-control, then the performance-based RSUs shall become vested (i) as to 100% of the RSUs otherwise eligible for vesting in the then current performance period, (ii) as to 100% of the RSUs otherwise eligible for vesting in the next subsequent performance period for which the vesting date has not yet occurred, and (iii) in the event that the change-in-control has been consummated following the end of a calendar year but prior to the next vesting date (i.e., on which vesting would occur based on the performance for such calendar year), then the RSUs will vest for such calendar year immediately prior to the consummation of the change-in-control based on the extent of the satisfaction of the performance criteria for such calendar year. Unless otherwise provided by the Compensation Committee, or in an award agreement or by a written agreement between the Company and a participant, in the event of a change-in-control, any surviving entity or acquiring entity (or the surviving or acquiring entity’s parent entity) may assume or continue any or all awards outstanding or may substitute similar awards for awards outstanding as may be determined by the Compensation Committee. In addition, under the terms of the 2016 Plan and 2022 Plan, upon the occurrence of a change-in-control, at the discretion of the Compensation Committee, cash or other payments may be made in respect of outstanding vested stock options and RSUs (or unvested stock options and RSUs, if so determined by the Compensation Committee) based on the difference between the change-in-control price per share of common stock and the per share exercise price, if any, under such award, multiplied by the number of shares of common stock subject to such vested or (if applicable) unvested award. The following table shows the potential payments described above for our Named Executive Officers assuming the termination or change-in-control, as applicable, took place on December 31, 2024. In addition, in connection with the resignation of Michael Sousa as our Executive Vice President, Enterprise Applications on March 31, 2025, Mr. Sousa did not receive any payments or acceleration of equity in connection therewith.
Potential Payments Upon Termination or Change-in-Control
| Name | Termination without cause, resignation for good reason, or resignation for good reason after a change-in-control | Change-in-control | Involuntary termination for cause or resignation without good reason | Retirement | Death or disability | | Robert A. Frist, Jr. | | | | | | | Cash severance(1) | $587,250 | $— | $— | $— | $— | | Accelerated vesting of stock awards(2) | — | 606,108 | — | — | — | | Michael Sousa | | | | | | | Accelerated vesting of stock awards(2) | — | 1,369,308 | — | — | — | | Michael M. Collier | | | | | | | Accelerated vesting of stock awards(2) | — | 1,238,794 | — | — | — | | Kevin P. O'Hara | | | | | | | Accelerated vesting of stock awards(2) | — | 909,353 | — | — | — | | Scott A. Roberts | | | | | | | Accelerated vesting of stock awards(2) | — | 976,699 | — | — | — |
Potential Payments Upon Termination or Change-in-Control
| (1) Value is based on the employment agreement described above and on Mr. Frist’s salary as of December 31, 2024. |
Potential Payments Upon Termination or Change-in-Control
| (2) Value of stock options and RSUs is based on the closing price our stock reported on Nasdaq on December 31, 2024 (the last trading day in 2024) of $31.80 per share multiplied by the number of stock option and RSU awards outstanding (or, in the case of performance-based RSU awards granted to Messrs. Sousa, Collier, O'Hara, and Roberts in 2022, 2023, and 2024, 100 percent of the awards subject to vesting based on the performance periods ending December 31, 2024 and December 31, 2025). |
CEO Pay Ratio
CEO Pay Ratio As required by SEC rules, we have determined a reasonable estimate of the ratio of the total annual compensation for our principal executive officer, Robert A. Frist, Jr., to the annual total compensation of our median employee (other than Mr. Frist) (the “CEO Pay Ratio”). The Company took the following steps to identify the median employee and to determine the annual total compensation of the median employee and our Chief Executive Officer.
CEO Pay Ratio
| ● | We established December 31, 2024 as the determination date of our employee population. As of December 31, 2024, we employed 1,093 individuals, consisting of 1,083 full-time and 10 part-time employees. |
CEO Pay Ratio
| ● | We identified our median employee using gross wages of persons employed by us and our subsidiaries for the period beginning January 1, 2024 to December 31, 2024 (“Gross Wages”), excluding all non-U.S. employees of the Company under the 5% de minimis exclusion for non-U.S. employees provided under SEC rules. Gross wages as calculated by us generally include base pay, bonuses, sales commissions, and (if applicable) equity compensation. |
CEO Pay Ratio
| ● | Once the median employee was identified, we calculated the median employee’s total annual compensation based on the gross wages of such median employee. We utilized gross wages both in identifying the median employee and calculating the total annual compensation of the median employee because we believe such compensation measure is representative of our employee’s compensation, and because we believe that this compensation measures facilitates accessibility and broad comparability in connection with providing this CEO Pay Ratio. No material assumptions or estimates were made to identify the median employee or determine total annual compensation for the median employee; however, we did annualize the compensation of all employees who were hired during 2024. Our calculation of gross wages as referenced above does not include elements of our executive compensation package, such as health insurance and certain other benefits, which are generally available to all employees. |
CEO Pay Ratio
| ● | Annual total compensation for our chief executive officer was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K. Similar to our calculation of gross wages for our other employees as noted above, our calculation of annual total compensation for our principal executive officer did not include elements of our executive compensation package, such as health insurance and other benefits, which are generally applicable to all employees (such amounts are also not included in the Summary Compensation Table for our principal executive officer in 2024 in accordance with SEC rules). |
CEO Pay Ratio
Based on the above approach, we determined that:
CEO Pay Ratio
| ● | Mr. Frist’s annual total compensation for 2024 was $702,131 |
CEO Pay Ratio
| ● | The annual total compensation of our median employee (excluding Mr. Frist) for 2024 was $95,508 |
CEO Pay Ratio
| ● | The CEO Pay Ratio for 2024 was 7.35:1 |
CEO Pay Ratio
The CEO Pay Ratio set forth above may not be comparable to the pay ratios of other companies in our industry or otherwise because SEC rules allow companies to use estimates, assumptions, and adjustments to identify the median employee and determine the annual total compensation of the median employee that may differ from those used by us in determining the CEO Pay Ratio.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform Act and Consumer Protection Act and Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to executive officers of the Company and the Company’s financial performance.
Pay Versus Performance
| A. | Required Tabular Disclosure of Compensation Actually Paid versus Performance |
Pay Versus Performance
The following table discloses information on "compensation actually paid" or "CAP" (as determined pursuant to SEC rules) to our principal executive officer ("PEO") and (on average) to our other Named Executive Officers ("non-PEO NEOs") during the specified years alongside total shareholder return and net income, as well as the Company-selected measure of Company adjusted EBITDA, as defined under the 2024 Cash Incentive Bonus Plan ("2024 Incentive Plan Company Adjusted EBITDA"). The Company selected this measure as the most important in linking compensation actually paid to our Named Executive Officers for 2024 to Company performance by virtue of the fact that the 2024 Cash Incentive Bonus Plan was a key component of our 2024 executive compensation program, and 2024 Incentive Plan Company Adjusted EBITDA was the primary metric for determining achievement under the 2024 Cash Incentive Bonus Plan for all of our Named Executive Officers. Moreover, this same measure (adjusted EBITDA, calculated in the same manner as 2024 Incentive Plan Company Adjusted EBITDA) was the sole metric for determining achievement under the performance-based RSUs granted to certain of our Named Executive Officers (Michael Sousa, Michael M. Collier, Kevin P. O'Hara, and Scott A. Roberts) in 2022, 2023, and 2024, as applicable, which were eligible for vesting based on performance during the year ended December 31, 2024.
Pay Versus Performance
| | | | | | Value of initial fixed $100 investment based on(3): | | | | | Year(1) | Summary compensation table total for PEO | Compensation actually paid to PEO(2) | Average summary compensation table total for non-PEO NEOs | Average compensation actually paid to non-PEO NEOs(2) | Total shareholder return | Peer group total shareholder return (Dow Jones US Software TSM) | Net Income(4) | Company-selected measure: Adjusted EBITDA(5) | | 2024 | $702,131 | $786,546 | $820,457 | $927,914 | $117.87 | $243.89 | $20,007,000 | $66,726,000 | | 2023 | 727,109 | 787,761 | 795,497 | 853,601 | 99.78 | 207.07 | 15,213,000 | 61,295,000 | | 2022 | 749,901 | 735,100 | 811,303 | 787,891 | 91.32 | 129.99 | 12,091,000 | 53,192,000 | | 2021 | 641,950 | 714,120 | 746,776 | 827,431 | 96.91 | 194.54 | 5,845,000 | 52,315,000 | | 2020 | 577,378 | 499,881 | 643,007 | 512,716 | 80.29 | 147.65 | 14,091,000 | 49,248,000 |
Pay Versus Performance
| (1) Non-PEO NEOs in the table above include the following individuals: for 2020, J. Edward Pearson, Michael Sousa, Scott A. Roberts, and Michael M. Collier; for 2021, J. Edward Pearson, Michael Sousa, Scott A. Roberts, and Kevin P. O'Hara; for 2022, J. Edward Pearson, Michael Sousa, Scott A. Roberts, and Trisha L. Coady; for 2023, Michael Sousa, Michael M. Collier, Scott A. Roberts, and Trisha L. Coady; and for 2024, Michael Sousa, Michael M. Collier, Kevin P. O'Hara, and Scott A. Roberts. Our principal executive officer for each of the years set forth above was Robert A. Frist, Jr. |
Pay Versus Performance
| (2) Adjustments made to calculate "compensation actually paid" pursuant to the SEC rules to our principal executive officer for the years set forth below are as follows: |
Pay Versus Performance
| PEO | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Compensation in SCT | $702,131 | $727,109 | $749,901 | $641,950 | $577,378 | | Less: Grant date value of stock awards and option awards reported in SCT | (150,020) | (150,006) | (205,336) | (131,548) | (131,538) | | Plus: Year-end value of awards granted during the year that are outstanding and unvested as of year-end | 170,448 | 172,235 | 240,128 | 150,700 | 125,121 | | Plus/(less): Change in fair value, from prior year-end to year-end, of awards granted in a prior year that are outstanding and unvested as of year-end | 65,349 | 30,524 | (15,580) | 44,436 | (49,365) | | Plus/(less): Change in value, from prior year-end to vesting date, of awards granted in a prior year that vested during the year | (1,362) | 7,899 | (34,013) | 8,582 | (21,715) | | Less: Prior year-end value of awards granted in a prior year that failed to vest during the year | — | — | — | — | — | | Total Adjustments | 84,415 | 60,652 | (14,801) | 72,170 | (77,497) | | Compensation Actually Paid | $786,546 | $787,761 | $735,100 | $714,120 | $499,881 |
Pay Versus Performance
| Adjustments made to calculate “compensation actually paid” pursuant to the SEC rules to our named executive officers (other than our principal executive officer) on average for the years set forth below are as follows: |
Pay Versus Performance
| Average of Non-PEO NEOs | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Compensation in SCT | $820,457 | $795,497 | $811,303 | $746,776 | $643,007 | | Less: Grant date value of stock awards and option awards reported in SCT | (326,717) | (286,382) | (343,069) | (316,719) | (281,764) | | Plus: Year-end value of awards granted during the year that are outstanding and unvested as of year-end | 380,590 | 310,886 | 273,103 | 359,083 | 232,033 | | Plus/(less): Change in fair value, from prior year-end to year-end, of awards granted in a prior year that are outstanding and unvested as of year-end | 61,531 | 26,078 | 115,132 | 29,252 | (46,332) | | Plus/(less): Change in value, from prior year-end to vesting date, of awards granted in a prior year that vested during the year | (7,947) | 7,522 | (68,578) | 9,039 | (34,228) | | Less: Prior year-end value of awards granted in a prior year that failed to vest during the year | — | — | — | — | — | | Total Adjustments | 107,457 | 58,104 | (23,412) | 80,655 | (130,291) | | Compensation Actually Paid | $927,914 | $853,601 | $787,891 | $827,431 | $512,716 |
Pay Versus Performance
| (3) Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2019 in our stock and the Dow Jones US Software TSM index. The Dow Jones US Software TSM index was the index that was disclosed in our performance graph in Part II, Item 5 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 28, 2025 pursuant to Item 201(e) of Regulation S-K. |
Pay Versus Performance
| (4) Reflects after-tax net income prepared in accordance with GAAP for each of the years shown above. |
Pay Versus Performance
| (5) Adjusted EBITDA as defined under the Company’s 2024 cash incentive bonus plan, or 2024 Incentive Plan Company Adjusted EBITDA, equals the Company’s consolidated adjusted EBITDA for the year ended December 31, 2024 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 2024 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 2024 Incentive Plan Company Adjusted EBITDA, takes into account any bonus amounts payable by the Company under the 2024 Cash Incentive Bonus Plan. For additional information regarding this measure, see "Compensation Discussion and Analysis" above. In addition, 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, 2024, to the most comparable GAAP measure, net income. |
Pay Versus Performance
| B. | Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance |
Pay Versus Performance
Listed below are the performance measures which in our assessment represent the most important financial performance measures (as defined by SEC rules) we used to link compensation actually paid to our Named Executive Officers for 2024 to the Company's performance.
2024 Most Important Financial Performance Measures
| C. | Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures |
PROPOSAL ONE - ELECTION OF DIRECTORS
PROPOSAL ONE - ELECTION OF DIRECTORS The Board has nominated and recommends to the shareholders, Charles E. Beard, Jr., Thompson S. Dent, and Deborah Taylor Tate for election as Class I directors to serve until the annual meeting of shareholders in 2028 and until such time as their respective successors are duly elected and qualified. Mr. Dent and Ms. Tate are standing for re-election as Class I directors of the Company and have been previously elected by the shareholders of the Company. In addition, Mr. Beard was appointed to serve as a Class I director of the Company by the Board on March 7, 2025 and is standing for election as a Class I director. Each of the director nominees must receive affirmative votes from a plurality of the shares voting to be elected. If any of the nominees should become unable to serve as a director, the persons named in the proxy may vote for such other person or persons, if any, as may be designated by the Board, or our Board may choose to reduce its size. Management has no reason to believe that any of the nominees named above will be unable to serve. Certain information with respect to directors who are nominees for election at the Annual Meeting and with respect to continuing directors who are not nominees for election at the Annual Meeting is set forth on pages nine to twelve of this proxy statement. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.