Jeffrey D. Cunningham
About Jeffrey D. Cunningham
Senior Vice President and Chief Technology Officer at HealthStream (HSTM); joined in July 2017 after founding and serving as CTO and Chief Strategy Officer at Informatics Corporation of America for 12 years. He holds a B.S. in Computer Science from the University of North Texas; age 57 as disclosed in 2024 executive officer table . Company performance metrics tied to executive incentives emphasize Adjusted EBITDA and revenue growth; for 2024 HSTM delivered net income of $20.0M and Adjusted EBITDA of $66.7M, with pay-versus-performance TSR value of $117.87 based on a $100 initial investment framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Informatics Corporation of America | Founder; Chief Technology Officer; Chief Strategy Officer | 12 years | Led technology and strategy at a healthcare informatics company; prior experience cited by HSTM in executive biography |
Fixed Compensation
- Cunningham is not a Named Executive Officer (NEO) in recent proxies; individual base salary, target bonus, and actual bonus amounts are not disclosed .
- Plan design applicable to NEOs and “certain other vice presidents and management level employees” for 2024: cash bonus funded by Adjusted EBITDA with target payout at 35–40% of base salary (NEO-specific) and a stretch payout tied to revenue growth; details below. Cunningham’s specific target/payouts are not individually disclosed .
Performance Compensation
| Metric | Target/Threshold | Actual (2024) | Payout Outcome | Vesting / Notes |
|---|---|---|---|---|
| Adjusted EBITDA (Cash Incentive Plan) | Threshold: $63.0M; Target: $66.0M | $66.7M (after minor acquisition adjustment) | Target bonus levels funded for eligible participants; no stretch without revenue growth trigger | |
| Revenue Growth Percentage (Stretch) | Stretch thresholds: 6% → +10% of base; 7% → +15%; 8% → +20% | <6% (2024 Incentive Plan Revenue $291.5M) | 0% stretch payout for 2024 | Stretch only available if EBITDA target met; revenue excludes impact of 2024 acquisitions/divestitures |
- Time-based RSUs: HSTM uses semi-annual grants (March/September) with vesting in increasing annual tranches of 15%, 20%, 30%, 35%, supporting retention via staggered vest dates .
- Performance-based RSUs (plan-level design): multi-year awards vest in five installments (15%, 20%, 20%, 20%, 25%) contingent on annual performance targets (e.g., adjusted EBITDA/revenue thresholds) over 5-year horizons; award specifics are disclosed for certain NEOs, but not for Cunningham .
Company Performance (Pay vs Performance Context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($USD) | $14,091,000 | $5,845,000 | $12,091,000 | $15,213,000 | $20,007,000 |
| Adjusted EBITDA ($USD) | $49,248,000 | $52,315,000 | $53,192,000 | $61,295,000 | $66,726,000 |
| TSR (Value of $100 Investment) | 80.29 | 96.91 | 91.32 | 99.78 | 117.87 |
Equity Ownership & Alignment
- Beneficial ownership: recent proxies list individual holdings for directors and NEOs; Cunningham is not individually enumerated, implying his holdings are only reflected within the “all directors and executive officers as a group” total and not separately disclosed .
- Insider trading policy includes an anti-hedging prohibition for directors, executive officers, and key employees; pledging prohibitions are not explicitly disclosed in the proxy .
- Clawback policy: mandatory recovery of erroneously awarded incentive-based compensation under SEC/Nasdaq rules (10D-1/Nasdaq 5608); applies to current and former executive officers .
- Equity award mechanics: under the 2016/2022 plans, time-based RSUs and stock options fully vest upon a change-in-control; performance-based RSUs vest for the current and next performance periods (and for a just-ended year prior to the next vest date) subject to Compensation Committee determinations .
Employment Terms
- No employment, severance, or change-in-control agreements are maintained for executive officers other than the CEO; accordingly, Cunningham has no individual severance/change-in-control agreement disclosed. Equity awards’ CIC treatment follows plan terms as noted above .
- Non-compete/non-solicit terms are disclosed solely for the CEO’s agreement; no separate post-termination covenants are disclosed for Cunningham .
External Roles
- No public company directorships or outside board roles for Cunningham are disclosed in the proxy .
Risk Indicators & Red Flags
- Related-party transactions: none requiring disclosure since Jan 1, 2024 (applies company-wide) .
- Section 16(a) compliance: company states required insider filings were timely in 2024 except two instances unrelated to Cunningham; individual Form 4 activity for Cunningham is not provided in the proxy, limiting visibility on potential selling pressure .
- Say-on-pay: strong shareholder support (approval ~96% in 2024; ~94% in 2023), indicating broad endorsement of compensation framework .
- Peer benchmarking: Compensation Committee applies a “market check” but does not target/benchmark to a specific percentile, reducing pay ratcheting risk from peer-group inflation .
Investment Implications
- Alignment: Cunningham’s incentives are linked to company-level Adjusted EBITDA and revenue growth through the annual cash plan and equity programs; the 2024 outcome funded target bonuses while eliminating stretch payouts due to sub-6% revenue growth—consistent with pay-for-performance discipline .
- Retention risk: Absence of individual severance/CIC agreements (outside equity plan terms) suggests retention hinges on ongoing RSU vesting and role-based progression; semi-annual RSU grants with 4-year rising vest tranches create recurring vest events that may coincide with liquidity windows, but individual Form 4 activity for Cunningham is not disclosed in the proxy .
- Governance and clawback: Anti-hedging and mandatory clawback policies reduce misalignment/recourse risk; no explicit pledging prohibition disclosed—monitor for any future policy changes or executive pledging disclosures .
- Execution context: Company performance trends (Adjusted EBITDA +9% YoY to $66.7M in 2024; net income $20.0M; TSR improvement vs 2019 baseline) support the incentive framework tied to operational outcomes; continued delivery on EBITDA and revenue growth will be key to future vesting/payouts and retention of technology leadership .