Linda Rebrovick

About Linda Rebrovick

Linda Rebrovick, age 68, is an independent Class II director of HealthStream (HSTM), serving on the Board since 2001; her current term runs through 2026 . She is President of Impact Corporate Consulting (since 2018) and previously held senior leadership roles across technology and healthcare consulting, including CEO of Consensus Point and executive roles at Dell, KPMG Consulting/BearingPoint, and IBM; she holds a BS in Marketing from Auburn University and was a 2021 Fellow in Harvard’s Advanced Leadership Initiative . The Company cites her technology, market research and sales expertise, and healthcare executive background as core qualifications for Board service .

Past Roles

External Roles

Board Governance

• Committees: Audit Committee (member); Compensation Committee (member); not a committee chair .
• Independence: Determined independent under Nasdaq listing standards; all standing committees are composed solely of independent directors .
• Attendance and engagement: In 2024, the Board held 7 meetings; Audit 7; Compensation 5; Nominating & Corporate Governance 6. Each director, including Ms. Rebrovick, attended 100% of Board and applicable committee meetings in aggregate, and all directors attended all Board meetings in 2024 .
• Executive sessions: Independent directors meet in executive session at least twice yearly; presided by the Lead Independent Director or designee .
• Governance contribution: Ms. Rebrovick recommended the appointment of Charles E. Beard, Jr. to the Board in March 2025 based on his cybersecurity and transformational growth expertise, evidencing active involvement in board composition and skills mix .
• Cyber/AI oversight context: As an Audit Committee member, she participates in oversight of financial reporting integrity and enterprise risks, including privacy, data, cybersecurity, AI, and information security systems and programs per the Audit Committee charter scope .

Fixed Compensation

• 2024 cash retainers (program terms): Non‑employee director annual retainer $30,000; Audit Committee member annual retainer $32,500; additional retainers: Audit Chair +$10,000; Lead Independent Director/Nominating & Corporate Governance Chair +$10,000; Compensation Committee Chair +$2,750. Directors may elect company shares in lieu of cash under the 2022 Plan by year‑end election .
• 2024 individual compensation (Ms. Rebrovick): | Component | 2024 Amount | |---|---| | Fees Earned – Paid in Cash ($) | $32,500 | | Fees Earned – Paid in Stock ($) | $0 | | Stock Awards ($) | $81,999 (grant-date fair value) | | Total ($) | $114,499 |

Performance Compensation

• Annual Director Equity: In 2024, each non‑employee director was granted 3,018 RSUs with grant‑date fair value $81,999; RSUs vest in three equal annual installments on the first, second, and third anniversaries of grant, subject to continued service .
• No performance‑vested equity or bonus performance metrics are disclosed for director compensation (performance metrics in the proxy apply to Named Executive Officers, not directors) .

Other Directorships & Interlocks

• Compensation Committee Interlocks: The Compensation Committee (Frank Gordon, Chair; Jeffrey L. McLaren; Linda Rebrovick) consists of independent directors; no interlocking relationships or relationships requiring disclosure under SEC rules were identified .
• Limitations on other board service: Governance Principles provide that a director may not serve on more than two other public company boards without Board approval; service must comply with conflict of interest policies .

Expertise & Qualifications

• The Company highlights Ms. Rebrovick’s public and private company board experience, technology, market research and sales expertise, and healthcare executive background with global technology and consulting companies as qualifications for Board service .
• Her Audit Committee role aligns with oversight of financial reporting, internal controls, and enterprise risk (including cybersecurity and AI) .

Equity Ownership

Related-Party Exposure and Conflicts

• Related-party transactions: Since January 1, 2024, the Company has not participated in any transactions requiring disclosure under Item 404(a) involving directors, executive officers, >5% holders, or their immediate family members .
• Independence review: The Board found Ms. Rebrovick independent; vendor agreements involving other directors (Dent, McLaren) were deemed ordinary-course, arms‑length, and non‑material; no such relationships are disclosed for Ms. Rebrovick .

Signals, Performance Context, and Risk Indicators

• Board effectiveness signals: 100% attendance; active role in director recruitment (recommended cyber expert Mr. Beard); Audit Committee oversight includes cybersecurity and AI risk domains .
• Alignment: Regular annual RSU grants and optional share election in lieu of cash support equity alignment; anti‑hedging policy further aligns director and shareholder interests .
• Pay environment sentiment: Say‑on‑pay approval at the 2024 annual meeting was approximately 96%, indicating strong shareholder support for compensation practices (executive program context) .
• Historical consideration: Brief 2018 CEO role at Integrated Healing Technologies concluded with company’s Chapter 7 filing; case closed in 2021; no related issues disclosed at HSTM .
• RED FLAGS: None disclosed specific to Ms. Rebrovick (no related‑party transactions, no hedging allowed, no Section 16(a) issues reported for her) .

Governance Assessment

• Strengths: Independent director with deep technology and healthcare consulting background; consistent 100% attendance; active in Audit and Compensation Committees; governance engagement evidenced by recommending a cybersecurity‑savvy director; equity‑based director pay with anti‑hedging restrictions supports alignment .
• Watch items: Prior involvement with Integrated Healing Technologies’ wind‑down culminating in Chapter 7 (2018) is a historical note but not an ongoing risk at HSTM; no evidence of interlocks or related‑party conflicts for Ms. Rebrovick; pledging policy not disclosed .
• Overall: Governance profile supports investor confidence—independence, committee coverage in key oversight areas, full attendance, and equity alignment—without identified conflicts or attendance issues; continued focus on cyber/AI risk oversight through Audit Committee service is a positive for risk management rigor .