Charles E. Beard, Jr.
About Charles E. Beard, Jr.
Charles E. Beard, Jr. (age 62) was appointed as a Class I director of HealthStream on March 7, 2025 and stood for election at the May 29, 2025 annual meeting; his Class I term runs to the 2028 annual meeting if elected . He co-founded and served as COO of Guidehouse, Inc. until retiring in December 2024, with three decades of technology management and cyber-focused advisory experience including senior roles at PwC, SAIC/Leidos, and KPMG . Beard holds a Master of Jurisprudence (Seton Hall School of Law), an MBA (University of Montana), and a BS (Texas A&M), and is a graduate of the U.S. Air Force Space and Missile program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guidehouse, Inc. | Co-Founder & Chief Operating Officer | Through Dec 2024 | Led day-to-day execution of enterprise services, risk, and quality management strategy |
| PwC | Cybersecurity-related services and technology sector transactions | Prior to 2018 | Led practice focused on cyber services and corporate transactions |
| Science Applications International Corporation (now Leidos) | SVP & CIO; GM, Cybersecurity & Intelligence BU (including technology products) | Not disclosed | Led BU with cybersecurity and intelligence product focus |
| KPMG Consulting | Led global Transportation & Industrial markets | Not disclosed | Oversaw global sector consulting |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Fresh Del Monte, Inc. (NYSE: FDP) | Director | Governance (Chair); Compensation Committee |
| Inova Health System | Director | Chair, Patient Quality & Safety Committee |
| Guidehouse, Inc. | Director | Audit; People; Operating Committees |
Board Governance
- Committee assignments: Audit Committee member since March 2025; current Audit members are Terry Allison Rappuhn (Chair), Linda Rebrovick, William W. Stead, M.D., and Charles E. Beard, Jr. .
- Independence: The Board determined Beard and all standing committee members are independent under Nasdaq and SEC rules .
- Board and committee activity (FY2024): Board met 7 times; Audit 7; Compensation 5; Nominating & Corporate Governance 6; all directors recorded 100% attendance in aggregate for 2024. Note: Beard was appointed in March 2025; the 2024 attendance pertains to incumbent directors that year .
- Election outcomes (May 29, 2025): Beard elected Class I director for 3-year term; vote detail below . The Board previously nominated Beard, Dent, and Tate for election to 2028 .
| Proposal | For | Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election: Charles E. Beard, Jr. | 26,587,086 | 117,840 | — | 1,390,647 |
| Election: Thompson S. Dent | 23,834,909 | 2,870,017 | — | 1,390,647 |
| Election: Deborah Taylor Tate | 24,871,079 | 1,833,847 | — | 1,390,647 |
| Say-on-Pay (advisory) | 25,224,051 | 1,475,091 | 5,784 | 1,390,647 |
Fixed Compensation
- Non-employee director cash fee structure (2024 program):
- Director annual retainer: $30,000
- Audit Committee member retainer: $32,500
- Audit Committee Chair retainer: $42,500 (as reflected in Rappuhn’s cash fees)
- Lead Independent Director/Nominating & Corporate Governance Chair retainer: $40,000 (as reflected in Dent’s cash fees)
- Compensation Committee Chair retainer: $2,750 incremental (Frank Gordon elected stock in lieu; paid $32,770 in stock, consistent with ~$32,750 cash equivalent)
- Optional election to receive shares in lieu of cash under the 2022 Plan
| Role | Cash Retainer ($) |
|---|---|
| Non-Employee Director | 30,000 |
| Audit Committee Member | 32,500 |
| Audit Committee Chair | 42,500 (observed in 2024 fees) |
| Lead Independent Director / Nominating Chair | 40,000 (observed in 2024 fees) |
| Compensation Committee Chair (increment) | 2,750 |
Performance Compensation
- Annual equity for non-employee directors (2024 grants): 3,018 RSUs; grant-date fair value $81,999; vest 1/3 on the first, second, and third anniversaries of grant date, contingent on continued Board service .
- Directors may also elect to receive stock in lieu of cash fees under the 2022 Plan .
- No performance metrics are disclosed for director equity; awards are time-based (not tied to revenue, EBITDA, TSR, or ESG) .
| Component | Grant Detail | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (2024 program) | 3,018 RSUs; $81,999 grant-date fair value | 1/3 each year on 1st/2nd/3rd anniversaries | None disclosed; time-based only |
| Stock in lieu of cash | Directors may elect shares under 2022 Plan | N/A | N/A |
Other Directorships & Interlocks
| Company/Institution | Market | Overlap/Exposure | Governance Notes |
|---|---|---|---|
| Fresh Del Monte, Inc. (FDP) | Public | Food/produce; no direct HSTM competitive overlap | Governance Chair; Compensation member |
| Inova Health System | Non-profit health system | Healthcare provider ecosystem | Chair, Patient Quality & Safety Committee |
| Guidehouse, Inc. | Private consultancy | Consulting services; HSTM engages consulting firms for cyber risk mgmt | Board Audit/People/Operating Committees; potential vendor adjacency; no related-party transactions disclosed |
Expertise & Qualifications
- Cybersecurity oversight, digital innovation, and technology-enabled operational transformations; deep healthcare-adjacent experience .
- Legal, business, and technical credentials: MJ (Seton Hall), MBA (University of Montana), BS (Texas A&M), USAF Space & Missile program graduate .
- Committee experience across governance, compensation, audit, and quality/safety in public and non-profit boards .
Equity Ownership
- Beneficial ownership as of March 31, 2025: Beard reported “—” shares; percent “* less than 1%” (calculated using 30,525,266 shares outstanding) .
- Insider trading policy: Anti-hedging policy prohibits hedging/monetization transactions by directors and executives; no explicit anti-pledging disclosure noted .
- Section 16 compliance (FY2024): Company reports timely filings, with exceptions for two other insiders; Beard not a director in 2024 .
| Holder | Shares Beneficially Owned | Percent of Outstanding | As-of Date | Shares Outstanding |
|---|---|---|---|---|
| Charles E. Beard, Jr. | — | * (less than 1%) | March 31, 2025 | 30,525,266 |
Governance Assessment
- Board effectiveness: Beard adds cyber risk, information security, and operational transformation expertise to Audit Committee, which oversees financial reporting integrity and enterprise security risks (privacy, data, cybersecurity, AI) . Independence affirmed; standing committees are fully independent .
- Shareholder confidence signals: Strong election support (26.59M “For” vs. 0.12M withheld) and robust say-on-pay approval (25.22M “For”) at 2025 AGM support governance stability .
- Ownership alignment: As of March 31, 2025, Beard held no HSTM shares; while directors receive annual RSUs (time-based), the absence of initial ownership reduces near-term “skin-in-the-game” alignment until grants vest or personal purchases occur .
- Compensation structure: Director pay is predominantly fixed cash retainer by role plus time-based RSUs; no director performance metrics disclosed—mitigates pay-for-performance misalignment risk but offers limited incentive linkage to outcomes .
- Conflicts/related-party exposure: Company’s Related-Party Transactions Policy assigns review/approval to the Audit Committee; no Beard-specific related-party transactions disclosed. HSTM engages consulting firms for cybersecurity; Beard’s Guidehouse affiliation could be an adjacency to monitor, but no transactions are reported . Independence review found no relationships interfering with independent judgment .
RED FLAGS: None disclosed specific to Beard. Watch items include initial zero share ownership and potential consulting/vendor adjacency via Guidehouse (no transactions disclosed). Attendance and committee independence are strong; shareholder votes supportive .