Alex Jahangir, M.D.
About Alex Jahangir, M.D.
Alex Jahangir, M.D. (age 46) is an independent Class II director of HealthStream, Inc., serving since 2023 with a term expiring in 2026 . He is Associate Chief Medical Officer & Senior Vice President for Physician Network Development, vice-chair of orthopaedic surgery, and director of orthopaedic trauma surgery at Vanderbilt University Medical Center; he co-founded Pendant Biosciences and previously chaired the Nashville Metropolitan Board of Health and the city’s COVID-19 Taskforce beginning March 2020; his degrees include a B.S. (George Washington University), Masters of Management in Healthcare (Vanderbilt Owen), and M.D. (University of Tennessee) . The Board has determined he is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nashville Metropolitan Board of Health | Chairman (two terms) | Not disclosed | Leadership of public health governance |
| Metropolitan Nashville Coronavirus Taskforce | Chairman | Began March 2020 | Led city’s COVID response; policy development; stakeholder coordination; expanded testing/vaccination; public communications |
| Vanderbilt Trauma, Burn, and Emergency Surgery Patient Care Center | Executive Medical Director | Since 2009 (as part of VUMC tenure) | Operational leadership in trauma and acute care |
| Vanderbilt University Hospital | Associate Chief of Staff | Since 2009 (as part of VUMC tenure) | Hospital operations and clinical oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vanderbilt University Medical Center | Associate Chief Medical Officer & SVP, Vice-Chair Orthopaedic Surgery, Director Orthopaedic Trauma Surgery | Since 2009 | Physician network development; specialty leadership |
| Pendant Biosciences (advanced biotechnology startup) | Co-founder & Director | Not disclosed | Development of biocompatible polymer systems |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee (current and during 2024); Committee chaired by Thompson Dent; member Deborah Taylor Tate; all independent .
- Independence: Board determined Jahangir and other non-management directors are independent under Nasdaq standards; standing committees comprised solely of independent directors .
- Attendance: In 2024, Board held 7 meetings; Nominating & Corporate Governance held 6; each director attended 100% of Board and committee meetings on which they served .
- Executive sessions: Independent directors meet in executive session at least twice annually, presided by the Lead Independent Director .
| Governance Metric (2024) | Detail | Citation |
|---|---|---|
| Board meetings held | 7 | |
| Nominating & Corporate Governance meetings held | 6 | |
| Jahangir committee membership | Nominating & Corporate Governance (Member) | |
| Jahangir chair roles | None disclosed | |
| Attendance | 100% of Board and committee meetings (aggregate, all directors) | |
| Independence status | Independent under Nasdaq |
Fixed Compensation
| Component | 2024 Program Terms | Alex Jahangir 2024 Amount |
|---|---|---|
| Annual retainer (non-employee directors) | $30,000 | $30,000 (Fees Paid in Cash) |
| Audit Committee member retainer | $32,500 (in lieu of base) | Not listed as Audit member (N/A) |
| Audit Committee Chair additional retainer | +$10,000 | Not applicable (not Audit Chair) |
| Lead Independent Director/Nominating Chair additional retainer | +$10,000 | Not applicable (not Chair) |
| Compensation Committee Chair additional retainer | +$2,750 | Not applicable (not Chair) |
| Fees paid in stock (election option) | Directors may elect shares in lieu of cash | $— (no election in 2024) |
| Total 2024 director compensation | Cash + equity | $111,999 (Cash $30,000; Stock awards $81,999) |
Performance Compensation
| Equity Award | Grant Year | Units | Grant Date Fair Value | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| RSU under 2022 Plan | 2024 | 3,018 | $81,999 | Vests in 3 equal annual tranches on 1st, 2nd, and 3rd anniversaries of grant date, contingent on continued Board service | Director equity is time-based; no performance metrics disclosed |
| Outstanding/Unvested Equity (FY-end 2024) | Count | Citation |
|---|---|---|
| RSUs outstanding (Alex Jahangir) | 5,270 |
- Anti-hedging: Insider Trading Policy prohibits directors from hedging or monetization transactions in Company securities .
- Recoupment: Compensation Committee oversees and administers the Company’s compensation recoupment policy (clawback) .
Other Directorships & Interlocks
| Category | Detail | Citation |
|---|---|---|
| Current public company boards | None disclosed in proxy biography | |
| Private/academic boards | Pendant Biosciences (Director); VUMC leadership roles | |
| Potential interlocks/conflicts | Company’s independence review identified ordinary-course vendor agreements with entities of Dent and McLaren; no such relationships disclosed for Jahangir; Board concluded independence | |
| Related-party policy | Audit Committee reviews/approves related-party transactions under formal policy with defined thresholds and factors |
Expertise & Qualifications
- Clinical and health system leadership: Senior physician leadership at VUMC; orthopaedic trauma surgery director; prior executive medical director roles .
- Public health governance: Chaired Nashville’s Board of Health and city COVID-19 Taskforce with measurable community protection initiatives .
- Entrepreneurship: Co-founder/director of a biotechnology startup (material science for biocompatible systems) .
- Education: B.S. (GWU), Masters of Management in Healthcare (Vanderbilt Owen), M.D. (University of Tennessee) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Shares Outstanding Reference Date | RSUs Outstanding (FY-end 2024) |
|---|---|---|---|---|
| Alex Jahangir, M.D. | 1,125 | <1% | 30,525,266 shares outstanding as of March 31, 2025 | 5,270 |
- Section 16(a) compliance: Company believes all required reports for 2024 were timely except for two individuals (Fenstermacher, Tate); no exception noted for Jahangir .
- Anti-hedging policy applies to directors, limiting misalignment risk .
Governance Assessment
- Board effectiveness: Active member of Nominating & Corporate Governance overseeing director selection, board evaluation, ESG, and culture; 100% attendance supports engagement and diligence .
- Independence and conflicts: Board’s formal independence determination and related-party review found no material relationships impairing Jahangir’s independence; ordinary-course vendor agreements cited involved other directors, not Jahangir .
- Compensation alignment: Mix skewed toward equity via time-based RSUs with three-year vesting contingent on continued service; cash retainer reflects non-chair status; optional stock-in-lieu mechanism available but not elected in 2024 .
- Ownership: Direct beneficial ownership is modest in absolute terms (<1%), though outstanding RSUs indicate growing alignment over time; anti-hedging policy enhances alignment quality .
- RED FLAGS: None disclosed specific to Jahangir—no related-party transactions, no attendance gaps, no hedging, no chair role premium without responsibilities; absence of disclosed director ownership guidelines limits ability to benchmark “skin-in-the-game” thresholds .