Kevin P. O’Hara
About Kevin P. O’Hara
Kevin P. O’Hara is Executive Vice President, Enterprise Workforce Platform at HealthStream, promoted in February 2025 from Senior Vice President & General Manager, Platform Solutions (joined the company in January 2021). He previously served as Chief Product Officer at Caresyntax (2019–2020) and CEO of Syus (2011–2019). He holds a B.A. in Public Policy Studies and a J.D. from Vanderbilt University and is 56 years old. Company performance in 2024: revenue $291.6M (+4.5% YoY), adjusted EBITDA $66.8M (+9%), net income $20.0M (+31.5%); total shareholder return reflected a $100 investment value of $117.87 versus $243.89 for the Dow Jones US Software TSM peer group.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HealthStream | EVP, Enterprise Workforce Platform | Feb 2025–present | Expanded remit over Credentialing and Scheduling (Enterprise Applications), continued responsibility for Learning and hStream platform, growth strategy, and product alignment. |
| HealthStream | SVP & GM, Platform Solutions | Jan 2021–Feb 2025 | Led platform strategy and product development alignment for core solutions. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Caresyntax Corporation | Chief Product Officer | 2019–2020 | Led product strategy at health-tech firm. |
| Syus, Inc. | Chief Executive Officer | 2011–2019 | Built predecessor entity to Caresyntax; operating leadership and product execution. |
Fixed Compensation
| Year | Base Salary (Commencing May 1) | Target Bonus % | Actual Bonus Paid | Notes |
|---|---|---|---|---|
| 2024 | $348,500 | 35% of base salary | $121,975 | Adjusted EBITDA target achieved; stretch revenue growth targets not met (no stretch bonus). |
Performance Compensation
Cash Incentive Bonus Plan – 2024
| Metric | Threshold | Target | Actual (2024) | O’Hara Payout |
|---|---|---|---|---|
| 2024 Incentive Plan Adjusted EBITDA | $63.0M | $66.0M | $66.7M (plan basis) | $121,975 (35% of base salary) |
| 2024 Incentive Plan Revenue Growth % | N/A | Stretch (0–20% of base salary) | <6% (below target; no stretch) | $0 |
Performance RSUs – Award Mechanics and 2024 Outcomes
| Grant | Grant Date | Units (Total) | Units with 2024 Criteria | Performance Metric | 2024 Target | 2024 Actual | Vesting Outcome |
|---|---|---|---|---|---|---|---|
| Performance RSUs (2022 grant) | Mar 2022 | 12,303 | 2,461 | “2024 RSU Company Adjusted EBITDA” (Adjusted EBITDA with M&A-related adjustments) | ≥$66.0M | $66.7M | 100% of 2,461 vested (Mar 2025) |
| Performance RSUs (2023 grant) | Feb 2023 | 10,000 | 2,000 | Same as above | ≥$66.0M | $66.7M | 100% of 2,000 vested (Feb/Mar 2025) |
| Performance RSUs (2024 grant) | Aug 23, 2024 | 6,100 | 610 | Same as above | ≥$66.0M | $66.7M | 100% of 610 vested (Feb 2025) |
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Forward vesting schedules for remaining tranches:
- 2022 grant: 2,460 (2025), 3,076 (2026)
- 2023 grant: 2,000 (2025), 2,000 (2026), 2,500 (2027)
- 2024 grant: 915 (2025), 1,220 (2026), 1,525 (2027), 1,830 (2028)
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Promotion grant (Feb 27, 2025): performance RSUs with ~$400,000 grant date fair value; eligible to vest 15%, 20%, 20%, 20%, 25% for 2026–2030 based on annual targets (Adjusted EBITDA/revenue as determined by the Committee).
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership (Mar 31, 2025) | 19,137 shares (<1% of 30,525,266 SO). |
| Unvested time-based RSUs | 18,150 units; market value $577,170 (at $31.80). |
| Unvested performance-based (unearned) RSUs | 22,597 units; market value $718,585 (at $31.80). |
| Stock options | 18,000 options; exercise price $20.34; expiration 12/9/2030; all exercisable as of 12/31/2024. |
| Anti-hedging policy | Executives prohibited from hedging or monetization transactions in company securities. |
| Pledging | No pledging policy disclosure found in proxy materials. |
| Stock ownership guidelines | Not disclosed in proxy materials reviewed. |
Upcoming Time-Based RSU Vesting Events (Supply Considerations)
| Vest Date | Shares | Type |
|---|---|---|
| Jan 2025 | 2,844 | Time-based RSUs |
| Mar 2025 | 4,095 | Time-based RSUs |
| Sep 2025 | 869 | Time-based RSUs |
| Oct 2025 | 766 | Time-based RSUs |
| Mar 2026 | 2,856 | Time-based RSUs |
| Sep 2026 | 1,254 | Time-based RSUs |
| Oct 2026 | 895 | Time-based RSUs |
| Mar 2027 | 1,472 | Time-based RSUs |
| Sep 2027 | 1,598 | Time-based RSUs |
| Mar 2028 | 784 | Time-based RSUs |
| Sep 2028 | 717 | Time-based RSUs |
- Performance RSU vest timing for early 2025 included 2,461 shares (2022 grant) and 610 shares (2024 grant) contingent on 2024 performance, both fully achieved.
Employment Terms
| Element | Detail |
|---|---|
| Employment agreement | Only the CEO has an employment agreement; no individual employment agreement disclosed for O’Hara. |
| Promotion & grant (Feb 2025) | Letter agreement increased base salary, raised bonus participation level, continued annual time-based RSUs eligibility, and granted performance RSUs (~$400,000 FV) vesting 2026–2030 (15/20/20/20/25%). |
| Change-in-control | Options and time-based RSUs fully vest; performance RSUs vest for current and next performance periods, with provisions for vesting post-year-end/pre-vesting date if CoC occurs; potential accelerated vesting value for O’Hara estimated at $909,353 (as of 12/31/2024). |
| Clawback (recoupment) | Mandatory recovery of erroneously awarded incentive-based compensation per SEC/Nasdaq rules; policy filed with 2024 10-K. |
| Insider trading policy | Formal policy filed; includes anti-hedging. |
| Severance | No severance terms disclosed for O’Hara; CEO severance example shown for reference (not applicable to O’Hara). |
Performance & Track Record
| KPI | 2023 | 2024 |
|---|---|---|
| Revenue | — | $291.6M (+4.5% YoY) |
| Operating income | — | $21.3M (+32.9% YoY) |
| Net income | — | $20.0M (+31.5% YoY) |
| Adjusted EBITDA | — | $66.8M (+9% YoY) |
| Pay vs Performance (TSR $100 basis) | $99.78 (2023) | $117.87 (2024) |
- Compensation program tied primarily to Adjusted EBITDA and revenue growth in 2024 (most important measures for linking “compensation actually paid” to performance).
- Compensation Committee reported no use of external compensation consultants in 2024; committee comprised of independent directors (Frank Gordon—Chair, Linda Rebrovick, Jeffrey McLaren).
- Say-on-pay support: ~96% approval at 2024 annual meeting, indicating strong shareholder endorsement of the pay framework.
Compensation Structure Notes (Alignment Signals)
- Cash vs equity mix: O’Hara’s 2024 total compensation comprised salary $342,333, cash bonus $121,975, and stock awards $257,088, illustrating a heavy at-risk/equity component.
- Shift to semi-annual RSU cadence since Oct 2022 to promote retention via staggered vesting (March and September tranches).
- Performance RSUs use binary annual targets (100% vest at/above target; 0% below), emphasizing disciplined EBITDA delivery; all 2024-linked tranches vested at 100% based on achievement.
- Perquisites are limited (401(k) match and group life insurance imputed income); 2024 “All Other” comp for O’Hara was $1,510.
Equity Ownership & Alignment Analysis
- Skin-in-the-game: Direct beneficial ownership is modest at 19,137 shares (<1%); however, substantial unvested equity (18,150 time-based; 22,597 performance-based) plus fully exercisable options (18,000) create strong long-term alignment and retention hooks.
- Hedging/Pledging: Anti-hedging policy in place; no pledging disclosure—absence of pledging policy disclosure is a monitoring item but not a confirmed red flag.
- Ownership guidelines: Not disclosed; cannot assess compliance.
Vesting Schedules and Insider Selling Pressure
- Time-based RSU tranches vest multiple times per year (Jan/Mar/Sep/Oct), which can create periodic supply overhangs around vest dates (e.g., Jan and Mar 2025 totaled 6,939 shares). Future tranches run through Sep 2028.
- Performance RSU tranches create additional vest windows aligned to annual performance determinations (e.g., early 2025 vestings tied to 2024 performance).
Compensation Committee & Governance
- Committee: Frank Gordon (Chair), Linda Rebrovick, Jeffrey McLaren—independent; oversees executive pay, bonus plans, and equity programs; charter posted online.
- Clawback and insider trading policies updated and filed; compliance posture aligned with SEC and Nasdaq requirements.
- No compensation consultant used in 2024; decisions based on CEO recommendations, internal performance, and company results.
Investment Implications
- Alignment: Heavy use of performance RSUs with annual EBITDA targets and a staggered semi-annual RSU cadence strengthen pay-for-performance and retention; all 2024-linked PRSU tranches vested at 100% on achieving plan targets.
- Retention risk: Significant remaining unvested RSUs and fully exercisable long-dated options (2030 expiration) reduce near-term flight risk; promotion grant (~$400k FV PRSUs) further ties multi-year outcomes (2026–2030) to company performance.
- Trading signals: Concentrated vest dates (Jan/Mar/Sep/Oct) can create predictable windows of potential selling; monitor Form 4s around these dates and early-year performance determinations for PRSUs.
- Change-of-control sensitivity: Broad acceleration provisions (including PRSUs) and O’Hara’s estimated accelerated vesting value ($909,353 as of 12/31/2024) indicate material value realization in a transaction scenario.
- Shareholder support: Strong say-on-pay approval (~96%) suggests investor alignment with the EBITDA-centric incentive design; continued focus on revenue growth stretch metrics could enhance upside alignment.