Deborah Taylor Tate
About Deborah Taylor Tate
Deborah Taylor Tate (age 67) has served as an independent director of HealthStream, Inc. since 2010 and is standing for re-election in 2025 to serve until the 2028 annual meeting . She is a licensed attorney; currently self-employed as a strategic consultant and attorney since 2022; and holds both undergraduate and J.D. degrees from the University of Tennessee, having also attended Vanderbilt Law School . Her background includes senior regulatory, legal, and policy roles at state and federal levels, including service as an FCC Commissioner (2005–2009) and leadership within Tennessee regulatory bodies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Administrative Office of the Courts (Tennessee Supreme Court/State of Tennessee) | Director | 2015–2022 | Member, American Judges Association; Conference of State Court Administrators national board until Feb 2022 |
| Federal Communications Commission | Commissioner (only female at the time); Chair of two Federal Joint Boards | 2005–2009 | Represented FCC at ITU; named first ITU Envoy for children’s internet policy; Laureate for Childhood Online Protection |
| Tennessee Consolidated Retirement System Board | Board member; elected to Audit Committee | Until Feb 2022 | Oversight of ~$60B pension fund; audit oversight |
| Tennessee Regulatory Authority | Chairman and Director | At time of presidential appointment (noted) | State regulatory body for telecom and utilities |
| Health Facilities Commission (Tennessee) | Executive Director | Not specified | Oversight of healthcare facility and services regulation |
| National Judicial Opioid Task Force | National Co-chair | 2017–2021 | Developed training/resources re: opioid epidemic to thousands of judges |
| American Judges Association; Conference of State Court Administrators | Member; National board (CSCA) | Through Feb 2022 | Judicial leadership and governance |
| Office(s) of Sen. Lamar Alexander; Gov. Don Sundquist | Legal counsel/senior staff | Not specified | Senior policy and legal advisory roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Leadership Nashville Alumni Association | President, Executive Board | Current | Civic leadership |
| Multicultural Media, Telecommunications and Internet Council (MMTC) | Vice-Chairman | Since 2021 | National telecom/media policy organization |
| Community Foundation of Middle Tennessee | Co-Chair and Trustee | Current | Philanthropy; co-founded programs for mothers/children affected by addiction; financial literacy program for girls |
| Centerstone America | Co-Chair, Council of National Policy Advisors | Present | Leading informatics/analytics/clinical research provider for behavioral healthcare |
Board Governance
- Independence: The Board determined Tate is independent under Nasdaq listing standards; all standing committees are composed solely of independent directors .
- Committees: Member of the Nominating and Corporate Governance Committee (with Thompson Dent, Chair, and Alex Jahangir, M.D.) . Not listed as a member of the Audit or Compensation committees .
- Attendance: In 2024, the Board held seven meetings; Audit Committee seven; Compensation Committee five; Nominating & Corporate Governance six; each director attended 100% of Board and applicable committee meetings, and attended the virtual annual meeting .
- Lead Independent Director and Executive Sessions: Independent directors meet in executive session at least twice annually; the Lead Independent Director presides (Lead Independent Director role held by Thompson S. Dent as noted in 2024) .
- Risk oversight: Audit Committee oversees risk management, including privacy, data, cybersecurity, AI, and information security; Nominating & Corporate Governance oversees ESG and, jointly with the Audit Committee, the Incident Response Policy reviewed annually .
- Overboarding guardrail: Governance principles limit directors to no more than two other public company boards without Board approval, consistent with conflict policies .
Fixed Compensation
| Year | Cash Retainer ($) | Additional Committee/Chair Fees ($) | Paid in Stock ($) | Total Cash/Stock Fees ($) |
|---|---|---|---|---|
| 2024 | 30,000 | N/A for Tate; Audit member fee 32,500; Audit Chair & Lead Independent/Nominating Chair +10,000; Comp Chair +2,750 (program terms) | — | 30,000 |
Notes:
- Non-employee directors may elect to receive shares in lieu of cash compensation under the 2022 Plan (election due by end of prior year) .
- The cash program transitioned in 2024 from flat fees in 2023 to annual retainers, with increased chair premiums .
Performance Compensation
| Grant Year | Equity Type | Shares Granted | Grant Date Fair Value ($) | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| 2024 | RSUs | 3,018 | 81,999 | Vest annually in three equal increments on the first, second, and third anniversaries, subject to continued service as director | None; time-based RSUs (no performance metrics for director equity) |
Outstanding RSUs at FY-end 2024 for Tate: 6,419 .
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond HealthStream .
- Committee roles at other companies: Not disclosed .
- Related-party transactions: Proxy disclosed certain vendor agreements involving directors Dent and McLaren; no related-party arrangements involving Tate were disclosed, and those noted were arms-length per policy .
Expertise & Qualifications
- Licensed attorney; extensive regulatory and policy experience (FCC commissioner; Tennessee regulatory leadership) .
- Healthcare oversight exposure (Health Facilities Commission; Centerstone; judicial opioid task force) .
- Pension/audit oversight experience via TCRS Board Audit Committee .
- Recognitions include ITU Envoy designation and Laureate for Childhood Online Protection; multiple public service awards; honored by Tennessee General Assembly in 2023 .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Basis Date | Notes |
|---|---|---|---|---|
| Deborah Taylor Tate | 22,575 | Less than 1% | March 31, 2025 | RSUs vesting within 60 days count toward individual ownership for percent calc; total shares outstanding 30,525,266 |
Alignment policies:
- Anti-hedging: Directors and specified executives are prohibited from hedging or monetization transactions in Company securities under the Insider Trading Policy .
Insider trades (Section 16(a) compliance):
| Transaction Date | Form 4 Filing Date | Type | Shares | Note |
|---|---|---|---|---|
| Nov 20, 2024 | Nov 25, 2024 | Gift | 900 | Reported late (Company notes delinquent filing) |
Governance Assessment
- Board effectiveness and engagement: 100% attendance across Board and committees in 2024 indicates strong engagement; standing committees are fully independent .
- Committee contributions: Tate serves on Nominating & Corporate Governance, which oversees ESG, board skills/evaluations, succession planning, and incident response policy — roles aligned to governance quality and investor confidence .
- Independence and conflicts: Board affirms Tate’s independence; no related-party dealings involving Tate disclosed; vendor agreements noted in proxy involve other directors and were arms-length under policy .
- Incentive alignment: Director equity is time-based RSUs with three-year vesting; while common for directors, absence of performance conditions means equity is retention-focused rather than performance-linked .
- Policies: Strong anti-hedging policy supports alignment; clawback policy maintained for executive officers under SEC/Nasdaq rules (Compensation Recoupment Policy) .
- Risk indicators: Minor administrative issue — late Form 4 for a gift transaction (900 shares) filed five days after the gift; no investigations or related-party exposures disclosed for Tate in the proxy .
- Overboarding risk control: Governance limit on other public boards reduces risk of overboarding; no other public company boards disclosed for Tate .
Board Governance (Additional Detail)
| Committee | Role | Membership Period |
|---|---|---|
| Nominating & Corporate Governance | Member | Current; 2024 membership: Dent (Chair), Jahangir, Tate |
| Audit | Not a member | 2024 members: Rappuhn (Chair), Stead, Rebrovick; 2025 addition of Beard |
| Compensation | Not a member | 2024 members: Gordon (Chair), Rebrovick, McLaren |
Fixed Compensation (Detail Table for 2024 Director Pay)
| Component | Amount ($) |
|---|---|
| Fees Earned – Paid in Cash | 30,000 |
| Fees Earned – Paid in Stock | — |
| Stock Awards (RSUs, grant-date fair value) | 81,999 |
| Total | 111,999 |
Performance Compensation (Metric Table)
| Metric | Structure | Terms |
|---|---|---|
| RSU Grant Size (2024) | 3,018 RSUs | Granted under 2022 Plan; directors must remain in service to vest |
| Grant-Date Fair Value | $81,999 | FASB ASC Topic 718; see 10-K Note 10 for assumptions |
| Vesting Schedule | Time-based | 1/3 annually on 1st, 2nd, 3rd anniversaries of grant |
| Performance Conditions | None | No revenue/EBITDA/TSR metrics for director awards |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public companies) | Public | — | No public company interlocks disclosed |
| MMTC | Non-profit/Policy | Vice-Chairman | No HealthStream related-party payments disclosed |
| Community Foundation of Middle Tennessee | Non-profit | Co-Chair/Trustee | No HealthStream related-party payments disclosed |
| Centerstone America | Non-profit/Healthcare | Co-Chair, Council of National Policy Advisors | No HealthStream related-party payments disclosed |
Equity Ownership
| Security | Vested | Unvested | Notes |
|---|---|---|---|
| Common Shares | 22,575 | — | <1% of outstanding (30,525,266 shares basis) |
| RSUs Outstanding (FY-end 2024) | — | 6,419 | Time-based vesting |
Governance Signals and RED FLAGS
- Positive signals: Independence confirmed; 100% attendance; ESG/succession oversight via Nominating & Corporate Governance; anti-hedging policy; structured director compensation with equity component .
- Red flags: Director RSUs are purely time-based (no performance link); late Form 4 gift filing noted (administrative) .
- Conflicts: No related-party transactions disclosed for Tate; other directors’ ordinary-course vendor agreements were arms-length and did not involve Tate .