Jeffrey L. McLaren
About Jeffrey L. McLaren
Jeffrey L. McLaren (age 57) is an independent director of HealthStream, Inc. (HSTM), serving since 1990; he is a Class II director with a term expiring in 2026 . He co-founded HealthStream and previously served as its President (1990–2000) and Chief Product Officer (1999–2000). McLaren is founder, CEO, and director of Medaxion, Inc. (anesthesia information solutions) and holds a B.A. in Business and Philosophy from Trinity University . The Board has affirmatively determined McLaren is independent under Nasdaq rules, after reviewing ordinary-course vendor agreements involving entities where he serves as an executive and concluding they are non-material, arms-length, and compliant with the Related-Party Transactions Policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HealthStream, Inc. | President; Chief Product Officer | President 1990–2000; CPO 1999–2000 | Co-founder; deep operational familiarity |
| SaferSleep, LLC | Chief Executive Officer | 2004–2007 | Led anesthesia information management systems provider |
| Southern Genesis, LLC | Chief Executive Officer | 2003–2010 | Management consulting leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Medaxion, Inc. | Founder, CEO, Director | Since 2008 | Private company; anesthesia information solutions |
Board Governance
- Independence: Independent under Nasdaq listing standards; Board reviewed ordinary-course vendor agreements with entities where Messrs. Dent and McLaren serve as executive officers and concluded independence remains intact given arms-length terms and Related-Party Transactions Policy oversight .
- Attendance: 100% attendance in 2024 at Board and applicable committee meetings; Board held 7 meetings, Audit Committee 7, Compensation Committee 5, Nominating & Corporate Governance Committee 6 .
- Executive sessions: Independent directors meet in executive session at least twice annually, presided by the Lead Independent Director .
- Committee memberships:
- Compensation Committee: Member (Chair: Frank Gordon; Members: Linda Rebrovick, Jeffrey L. McLaren), all independent .
- Audit Committee: Not a member (Chair: Terry Allison Rappuhn; Members: Linda Rebrovick, Charles E. Beard, Jr., William W. Stead, M.D.) .
- Nominating & Corporate Governance Committee: Not a member (Members: Thompson Dent (Chair), Alex Jahangir, M.D., Deborah Taylor Tate) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (McLaren) | $30,000 | Standard non-employee director retainer in 2024 |
| Committee/Chair cash retainers | Reference values | Audit Committee member $32,500; Audit Chair +$10,000; Lead Independent Director/Nom-Gov Chair +$10,000; Compensation Chair +$2,750 |
| Fees paid in stock (McLaren) | $0 | Directors may elect to receive shares instead of cash, but McLaren did not in 2024 |
| Total director comp (McLaren, 2024) | $111,999 | Cash $30,000 + Stock awards fair value $81,999 |
Performance Compensation
| Grant Year | Instrument | Shares/Units | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| 2024 | RSUs | 3,018 | $81,999 | Vest annually in 3 equal increments on the 1st, 2nd, and 3rd anniversaries, subject to continued service |
- Outstanding director RSUs (YE 2024): McLaren held 6,419 RSUs outstanding .
- Directors do not receive options or performance-vested equity as part of the standard non-employee director program; equity is time-based RSUs .
- Company’s executive pay-for-performance framework (Compensation Committee oversight context): 2024 Incentive Plan Adjusted EBITDA of ~$66.7M (target $66.0M) resulted in target bonuses; 2024 Incentive Plan Revenue of $291.5M did not trigger stretch bonuses. Most important performance measures: Adjusted EBITDA and Revenue Growth Percentage Rate .
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Transaction | Status |
|---|---|---|---|
| Medaxion, Inc. (and other entities where McLaren is an executive) | Ordinary-course vendor agreements for certain SaaS offerings | Commercial dealings reviewed for independence | Arms-length; not material; compliant with Related-Party Transactions Policy; independence maintained |
| Related-party transactions requiring Item 404 disclosure | N/A | Company-wide since Jan 1, 2024 | None requiring disclosure for directors/executives/5% holders or their immediate family members |
Expertise & Qualifications
- Healthcare technology entrepreneur (Medaxion, SaferSleep); co-founder of HealthStream; substantial healthcare business and operations expertise; Trinity University B.A. in Business and Philosophy .
- Board believes his intimate knowledge of HealthStream’s operations and healthcare expertise qualify him to serve as a director .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | RSUs Outstanding (YE 2024) | Notes |
|---|---|---|---|---|
| Jeffrey L. McLaren | 20,468 | <1% | 6,419 | % based on 30,525,266 shares outstanding as of Mar 31, 2025; RSUs vesting within 60 days count only for individual’s % calc |
- Anti-hedging: Directors are prohibited from hedging or monetization transactions in Company securities under the Insider Trading Policy .
- Pledging: Not disclosed.
- Ownership guidelines for directors: Not disclosed in the proxy; directors may elect stock in lieu of cash retainers, supporting alignment .
Governance Assessment
-
Strengths:
- Independence affirmed despite legacy executive tenure and external affiliations; Related-Party Transactions Policy and Audit Committee oversight applied; no Item 404 transactions requiring disclosure in 2024–2025 period .
- Full engagement: 100% attendance across Board and committee meetings in 2024; independent director executive sessions at least twice yearly .
- Alignment: Meaningful equity component via director RSUs (3,018 units; $81,999 grant-date value), three-year vesting; optional stock-in-lieu-of-cash feature encourages share ownership .
- Compensation Committee role: Active oversight and sign-off on CD&A; committee comprised solely of independent directors .
- Shareholder support signal: Say-on-pay approval ~96% at 2024 annual meeting (reflects confidence in compensation governance) .
-
Risks/RED FLAGS (mitigated):
- Potential conflicts via ordinary-course vendor agreements with entities where McLaren is an executive; Board deemed non-material, arms-length, with director recusal and policy compliance; continued monitoring warranted .
- Long tenure and co-founder history could raise independence optics; independence reaffirmed annually, and McLaren is not on the Audit Committee; committee composition remains fully independent .
-
Additional observations:
- No evidence of hedging; anti-hedging policy in place .
- Section 16(a) filings were timely for directors generally in 2024, with exceptions not involving McLaren (implies no delinquency for McLaren) .
- No disclosure of director ownership guidelines or pledging; consider engagement on adopting explicit director ownership targets if not already formalized (website charters referenced, but details not incorporated into proxy) .