M. Scott McQuigg
About M. Scott McQuigg
M. Scott McQuigg is Senior Vice President, Digital & Network Development at HealthStream. He joined the company in January 2019 and is 57 years old . Prior to HealthStream, he co-founded and served as CEO of GoNoodle (2005–2018) and earlier co-founded and served as CEO of HealthLeaders . Company performance context for incentive alignment: in 2024, HealthStream grew revenue 4.5% to $291.6M, operating income 32.9% to $21.3M, net income 31.5% to $20.0M, and adjusted EBITDA 9% to $66.8M; a $100 investment in HSTM was valued at $117.87 vs. $243.89 for the Dow Jones U.S. Software TSM peer index at year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| HealthStream | Senior Vice President, Digital & Network Development | 2019–present | Leads the business-to-professional channel and network development initiatives (promoted to SVP Digital & Network Development in 2023 reorg) . |
| HealthStream | SVP & GM, Scheduling Solutions; SVP, hStream Solutions | 2019–2022 | Drove early hStream ecosystem partner integrations and platform initiatives (first cohort announced April 2019) . |
| GoNoodle (private) | Co‑Founder & Chief Executive Officer | 2005–2018 | Founder‑led operating experience; scaled consumer health engagement platform . |
| HealthLeaders (private) | Co‑Founder & Chief Executive Officer | n/d | Founder‑led operating experience in healthcare media/information . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed in HSTM filings reviewed . |
Fixed Compensation
Multi‑year cash compensation disclosed for McQuigg (non‑NEO) via annual 10‑K Exhibit 10.5 summaries:
| Metric (USD) | FY 2022 | FY 2023 |
|---|---|---|
| Base Salary | $305,000 | $320,000 |
| Annual Bonus (Cash) | $97,992 | $144,000 |
Note: McQuigg was not a Named Executive Officer (NEO) in the 2025 proxy, so 2024 individual salary/bonus figures were not itemized in the DEF 14A. The 2025 proxy’s NEO list did not include McQuigg .
Performance Compensation
Company incentive design (applies to executive officers; McQuigg’s specific target mix not separately disclosed):
| Element | Metric | Weighting | Target/Design | 2024 Actual/Result | Payout/Vesting Mechanics |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024 Plan) | Adjusted EBITDA (plan-defined) | Primary metric (100% of base target) | Target payout at target Adjusted EBITDA; NEO targets were 35–40% of base salary (35% for certain NEOs, 40% for others) . | Company achieved above target Adjusted EBITDA; target bonus paid to NEOs; stretch not earned . | Target payout earned; additional “Stretch Bonus Amount” (0–20% of salary) contingent on revenue growth targets was not paid due to miss . |
| Stretch Component | Revenue Growth % (plan-defined) | Add‑on (0–20% of salary) | Paid only if revenue growth thresholds met (in addition to EBITDA target) . | Not achieved in 2024 . | No stretch paid . |
| Long‑term Equity – Time‑based RSUs | Service | n/a | Semi‑annual grants; vest 15%, 20%, 30%, 35% on 1st–4th anniversaries . | Ongoing for award holders (NEOs disclosed) . | Time‑based vesting; subject to plan and award terms . |
| Long‑term Equity – Performance RSUs (NEO programs) | Annual financial targets (incl. Adjusted EBITDA) | n/a | Multi‑year frameworks (e.g., 2022/2023 grants) with annual tranches; 2024 tranches set to vest at 100% if “2024 RSU Company Adjusted EBITDA” ≥ $66.0M . | Achieved $66.7M for plan purposes; 100% vest for 2024‑eligible tranches (NEOs) . | Annual tranche vesting at 0%/100% per criteria; limited catch‑up mechanics where applicable . |
Company‑selected measure in Pay‑vs‑Performance was Adjusted EBITDA, reinforcing EBITDA‑linked incentives .
Equity Ownership & Alignment
- Initial Section 16 filing: Form 3 (January 29, 2019) reported 0 common shares at appointment as SVP, hStream Solutions .
- 2025 proxy beneficial ownership table does not itemize McQuigg individually; it lists certain insiders and shows all directors and executive officers (17 persons) collectively owned 20.5% as of March 31, 2025 .
- Anti‑hedging policy: prohibits hedging/monetization transactions by directors, executive officers, and key employees .
- Clawback policy: mandatory recoupment of erroneously awarded incentive‑based compensation per SEC/Nasdaq rules, without misconduct requirement .
- Pledging: no specific pledging policy disclosure identified in the filings reviewed; not mentioned alongside anti‑hedging .
Employment Terms
| Category | Provision | Notes/Source |
|---|---|---|
| Employment Agreements | Only one employment agreement maintained for NEOs—CEO (Frist). No employment agreement for other NEOs disclosed; no specific agreement for McQuigg disclosed. | CEO severance equals 1.5x salary under enumerated termination scenarios; CEO equity fully vests on good‑reason resignation post‑CIC . |
| Change‑in‑Control (Plan‑level) | Time‑based RSUs and options: full vesting upon change‑in‑control (per 2016/2022 plans). Performance RSUs: vesting of current/next performance period tranches at change‑in‑control per award terms; potential cash-out at committee discretion. | Applies to outstanding awards company‑wide per plan; individualized holdings for McQuigg not disclosed . |
| Non‑compete/Non‑solicit | Not expressly disclosed for McQuigg in reviewed filings. | n/d. |
| Severance (non‑CEO execs) | No company‑wide executive severance plan disclosed; NEO severance details focused on CEO. | 2025 proxy details CEO only . |
Performance & Track Record
- Role evolution and mandate: promoted to lead HealthStream’s digital and network development to expand direct relationships with healthcare professionals and leverage platform network effects in 2023 reorganizations .
- Platform impact: under his leadership of hStream Solutions in 2019, HealthStream announced the first cohort of hStream partner integrations, supporting ecosystem growth .
- Company performance context during tenure: 2024 revenue $291.6M (+4.5% YoY), operating income $21.3M (+32.9%), net income $20.0M (+31.5%), adjusted EBITDA $66.8M (+9%) ; Pay‑vs‑Performance TSR value for HSTM was $117.87 at YE2024 vs. $243.89 for Dow Jones U.S. Software TSM .
Director/Governance (applicable company policies)
- Compensation Committee independence and oversight of executive pay; no compensation consultant used in 2024 .
- Related‑party transactions: none reportable since January 1, 2024 .
- Section 16(a) compliance: all timely in 2024 except two identified reports (not involving McQuigg) .
Investment Implications
- Incentive alignment skewed to EBITDA: Annual bonuses and performance RSUs hinge primarily on Adjusted EBITDA, which the company met/exceeded in 2024—supportive of payout certainty when profitability scales but may underweight growth quality if revenue targets (stretch) are missed; indeed, stretch tied to revenue growth was not paid for 2024 .
- Retention dynamics: Time‑based RSUs with 4‑year 15%/20%/30%/35% vesting create steady retention pressure but also periodic vesting supply; plan‑level CIC acceleration introduces event‑risk overhang for equity supply in a transaction scenario .
- Ownership/skin‑in‑the‑game transparency: Individual current beneficial ownership for McQuigg is not itemized in the 2025 proxy, limiting precision on alignment; initial Form 3 showed zero shares at appointment (standard) and group ownership was 20.5% across 17 insiders .
- Governance safeguards: Anti‑hedging and mandatory clawback reduce misalignment and recovery risk; absence of a disclosed pledging policy leaves a diligence gap, though no pledging was disclosed .
- Execution lens: Network‑building and platform initiatives under McQuigg’s remit align with the company’s single‑platform strategy; 2024 operating and earnings growth suggest improved operating leverage, which is supportive for EBITDA‑linked incentives and reduces near‑term retention risk tied to cash bonuses and RSU vesting .