Frank Gordon
About Frank Gordon
Frank Gordon is an independent director of HealthStream, Inc. and has served on the Board since 2002; he is currently classified as a Class III director with a term expiring in 2027 and is age 61 . He is the managing partner of Crofton Capital LLP, a private equity fund, since 2002, and holds a BS from the University of Texas at Austin and an MBA from Georgia State University . The Board cites his extensive healthcare business experience as core credentials for his service . The Board has determined he is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crofton Capital LLP | Managing Partner | 2002–present | Private equity investor; healthcare business experience |
| HealthStream, Inc. | Director (Class III) | Director since 2002; term to 2027 | Compensation Committee Chair |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various non-profit organizations and private companies | Director | Current | Listed as serving on boards of non-profit organizations and private companies; no specific public company directorships disclosed in the proxy |
Board Governance
- Committee assignments: Compensation Committee (Chair), with members Linda Rebrovick and Jeffrey L. McLaren; all independent under Nasdaq standards .
- Independence: The Board determined Frank Gordon is independent; all standing committees are composed solely of independent directors .
- Attendance and engagement: In 2023, the Board held 12 meetings; Audit 6; Compensation 5; Nominating & Corporate Governance 5, and each director attended at least 90% of the aggregate meetings of the Board and committees on which they served; committee meetings had full attendance by committee members .
- Executive sessions: Independent directors meet in executive session periodically, at least twice annually; presided over by the Lead Independent Director .
- Lead Independent Director: Thompson S. Dent serves as Lead Independent Director and chairs Nominating & Corporate Governance .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned – Paid in Stock | $32,770 | Mr. Gordon elected to receive shares in lieu of cash; shares determined by fair market value at payment times |
| Fees Earned – Paid in Cash | — | No cash fees reported; elected stock in lieu |
| Stock Awards (RSUs) – Grant Date Fair Value | $81,999 | Annual grant of 3,018 RSUs; FASB ASC 718 fair value |
| Total | $114,769 | Sum of stock-paid fees and RSU grant fair value |
| 2024 Director Cash Compensation Structure | Amount (USD) | 2023 Structure (for comparison) |
|---|---|---|
| Non-Employee Director Annual Retainer | $30,000 | $20,000 flat fee |
| Audit Committee Member Annual Retainer | $32,500 | $22,500 flat fee + $10,000 annual retainer |
| Audit Committee Chair Additional Retainer | $10,000 | $7,500 |
| Lead Independent Director/NomGov Chair Additional Retainer | $10,000 | $7,500 |
| Compensation Committee Chair Additional Retainer | $2,750 | $2,000 |
Performance Compensation
| Grant Year | Award Type | Shares | Grant Date Fair Value (USD) | Vesting Schedule |
|---|---|---|---|---|
| 2024 | RSUs | 3,018 | $81,999 | Vests 1/3 on first, second, and third anniversaries of grant date, contingent on continued Board service |
| Outstanding RSUs at FY-end 2024 | Amount |
|---|---|
| Frank Gordon | 6,419 |
Notes:
- Director equity grants are time-based RSUs; no performance metric targets (e.g., TSR, EBITDA) are disclosed for director awards .
- The Compensation Committee oversees and administers the Company’s compensation recoupment (clawback) policy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks | Compensation Committee consists of Frank Gordon (Chair), Jeffrey L. McLaren, and Linda Rebrovick; each independent. Other than Mr. McLaren’s past executive roles at HSTM, no relationships requiring disclosure under SEC rules; no interlocks with entities whose executives serve on HSTM’s Board/Comp Committee requiring disclosure . |
Expertise & Qualifications
- Healthcare investor/operator experience and board service; cited by the Company as qualifications .
- Education: BS, University of Texas at Austin; MBA, Georgia State University .
- Governance: Chairs the Compensation Committee; committee charter responsibilities include executive pay, Board compensation, plan administration, and recoupment oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Frank Gordon | 328,002 | 1.1% | 100,418 shares held by Crofton Capital; 11,386 by The Joel Company; Mr. Gordon disclaims beneficial ownership except to the extent of his pecuniary interest; 30,525,266 shares outstanding as of March 31, 2025 |
| RSUs Outstanding (FY-end 2024) | 6,419 | — | Director RSUs outstanding as disclosed |
- Insider trading and anti-hedging: Directors, executive officers, and key employees are prohibited from hedging or monetization transactions in Company securities under the Insider Trading Policy; policy filed as Exhibit 19.1 to the 2024 Form 10-K .
Say-on-Pay & Shareholder Feedback
| Year | For | Against | Abstain | Broker Non Votes |
|---|---|---|---|---|
| 2025 | 25,224,051 | 1,475,091 | 5,784 | 1,390,647 |
| 2024 | 25,049,159 | 1,112,090 | 4,873 | 1,373,400 |
| 2024 Director Election (Class III) | For | Withheld | Broker Non Votes |
|---|---|---|---|
| Frank Gordon | 23,969,764 | 2,196,358 | 1,373,400 |
Governance Assessment
- Board effectiveness: Gordon is an experienced healthcare investor and long-serving independent director, chairing the Compensation Committee that governs executive pay, Board compensation, plan administration, and clawbacks—indicating meaningful governance engagement .
- Independence and conflicts: The Board affirms Gordon’s independence; related-party transactions review indicates no transactions requiring disclosure since January 1, 2024; Compensation Committee interlocks present no SEC-reportable conflicts (aside from disclosure of Mr. McLaren’s historic officer roles) .
- Attendance and engagement: 2023 attendance was strong across Board and committees (≥90% aggregate for each director; full committee meeting attendance), signaling a high level of engagement .
- Pay-for-performance alignment: Gordon elected to take equity in lieu of cash fees ($32,770 in stock) and receives time-based RSUs (3,018; $81,999 fair value) that vest over three years, supporting alignment through equity exposure; overall 2024 total director compensation $114,769 .
- Shareholder support: Say-on-pay received strong “For” votes in 2024 and 2025; Gordon’s 2024 re-election received 23,969,764 “For” and 2,196,358 “Withheld” votes, providing transparency on investor sentiment .
- Risk indicators:
- Anti-hedging policy reduces misalignment risk by prohibiting hedging/monetization transactions by directors and executives .
- No related-party transactions requiring disclosure in the period reviewed .
- Beneficial ownership of 328,002 shares (1.1%) signals material personal stake; note portions held via Crofton Capital and The Joel Company with standard beneficial ownership disclaimers .
RED FLAGS: None identified in disclosures with respect to related-party transactions, hedging, or attendance. Monitor any future interlocks and director election withhold trends for potential shifts in investor confidence .