Michael M. Collier
About Michael M. Collier
Michael M. Collier serves as Executive Vice President, Corporate Strategy, Development, and Operations at HealthStream. He joined HealthStream in August 2011 as VP & General Counsel, moved into VP of Business Development & General Counsel shortly thereafter, was promoted to SVP in July 2017, EVP Corporate Strategy & Development in April 2022, and to his current role in February 2025; he also served as Corporate Secretary through year-end 2022. He holds Bachelor’s and Master’s degrees in Philosophy & Religion (University of Tennessee–Knoxville) and a J.D. (UC Berkeley School of Law) . Company performance tied to executive pay in 2024: revenue $291.6M (+4.5% YoY), operating income $21.3M (+32.9%), net income $20.0M (+31.5%), and adjusted EBITDA $66.8M (+9%); total shareholder return indexed to $117.87 (vs. 99.78 in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HealthStream | VP & General Counsel | Aug 2011–2011 | Led legal function; moved quickly into combined BD/legal remit . |
| HealthStream | VP, Business Development & General Counsel | 2011–Jul 2017 | Supported corporate development and BD with legal oversight . |
| HealthStream | Senior Vice President | Jul 2017–Apr 2022 | Expanded leadership scope ahead of EVP promotion . |
| HealthStream | EVP, Corporate Strategy & Development | Apr 2022–Feb 2025 | Executive leadership of enterprise growth strategy and M&A . |
| HealthStream | EVP, Corporate Strategy, Development & Operations | Feb 2025–present | Added oversight of operations (success management, implementations, onboarding) alongside strategy/M&A; continued oversight of legal, HR, business enablement, and partnerships . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (paid) | $343,333 | $359,333 |
| Base Salary (committee-approved annual rate, starting May 1) | $350,000 | $364,000 |
| Target Cash Bonus % of Base | n/a | 40% of base salary (Met target) |
| Cash Bonus Paid | $175,000 | $145,600 (40% payout, no stretch) |
| All Other Compensation | $4,628 (401(k) match & group life) | $5,158 (401(k) match & group life) |
| Total Compensation | $834,247 | $848,847 |
Performance Compensation
| Award Type | Metric | Weighting | Target / Criteria | Actual | Payout / Vesting | Vesting Schedule |
|---|---|---|---|---|---|---|
| 2024 Cash Incentive Bonus | Adjusted EBITDA | Primary metric | Target level defined by plan | Exceeded target | 40% of base salary paid ($145,600); “Stretch” revenue growth target not met → $0 stretch | Cash, paid for FY2024 |
| 2023 Performance RSUs (3,600) | 2024 RSU Company Adjusted EBITDA | 100% threshold | Vest 100% if ≥ $66.0M; 0% if < $66.0M | $66.7M achieved (calc as defined) | 100% of 3,600 RSUs vested (Feb 2025) | 15%, 20%, 20%, 20%, 25% across Feb 2024–2028; 3,600 tied to 2024 performance vested Feb 2025 |
| 2022 Performance RSUs (3,445 of 17,224) | 2024 RSU Company Adjusted EBITDA | 100% threshold | Vest 100% if ≥ $66.0M; 0% if < $66.0M | $66.7M achieved (calc as defined) | 100% of 3,445 RSUs vested (Mar 2025) | 15%, 20%, 20%, 20%, 25% across Mar 2023–2027; 3,445 tied to 2024 performance vested Mar 2025 |
| 2024 Time-Based RSUs (2,800 + 2,560) | Time-based | n/a | Standard vesting | n/a | RSUs granted; vesting per schedule | 15%, 20%, 30%, 35% annually on 1st–4th anniversaries of each grant date |
2024 Grants of Plan-Based Awards (Collier)
| Award | Grant Date | Shares/Units | Grant Date Fair Value |
|---|---|---|---|
| Cash Bonus (plan eligibility) | n/a | n/a | n/a |
| Time-based RSUs | 03/20/2024 | 2,800 | $75,012 |
| Time-based RSUs | 09/18/2024 | 2,560 | $75,008 |
| Performance RSUs (from 2023 grant) | 03/20/2024 (criteria set) | 3,600 | $96,444 |
| Performance RSUs (from 2022 grant) | 03/20/2024 (criteria set) | 3,445 | $92,292 |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 49,482 shares; <1% of shares outstanding (30,525,266 as of 03/31/2025) . |
| Stock Vested During 2024 | 13,187 shares vested; $352,054 value realized . |
| Options | 18,000 options exercisable; strike $20.34; expiration 12/09/2030 . |
| Unvested Time-Based RSUs (12/31/2024) | 18,379 units; $584,452 market value at $31.80 close . |
| Unearned Performance RSUs (12/31/2024) | 26,496 units; $842,573 market value at $31.80 close . |
| Upcoming Time-Based RSU Vesting Cadence | 4,588 vested Mar 2025; 1,087 Sep 2025; 895 Oct 2025; 3,484 Mar 2026; 1,567 Sep 2026; 1,044 Oct 2026; 1,840 Mar 2027; 1,998 Sep 2027; 980 Mar 2028; 896 Sep 2028 . |
| Performance RSU Vesting Cadence | 3,600 eligible Feb 2026; 3,445 Mar 2026; 3,600 Feb 2027; 4,306 Mar 2027; 4,500 Feb 2028 (all subject to annual performance criteria & continued employment) . |
| Hedging / Pledging | Hedging prohibited by Insider Trading Policy; pledging not disclosed . |
| Clawback | Mandatory recovery of erroneously awarded incentive-based compensation under SEC/Nasdaq final clawback rules (10D-1; Nasdaq Rule 5608) . |
| Ownership Guidelines | Not disclosed for executives [search results show no explicit guideline reference in proxy]. |
Employment Terms
| Term | Details |
|---|---|
| Current Role Promotion | Announced Feb 24, 2025; EVP, Corporate Strategy, Development & Operations . |
| Promotion Letter Agreement (Feb 27, 2025) | • Performance-based RSUs with grant date fair value ≈ $400,000; vesting 15%, 20%, 20%, 20%, 25% tied to performance targets set for 2026–2030 • Increased annual base salary • Eligibility to participate in EVP-level annual cash bonus plan • Eligibility for annual time-based RSUs . |
| Employment Agreements (company-wide context) | Only CEO has an employment agreement; other NEOs (including Collier) do not have standalone employment agreements disclosed; CEO severance: 1.5× salary and immediate vesting on change-in-control with good reason . |
| Non-compete / Non-solicit / Garden Leave | Not disclosed. |
| Change-of-Control Terms (Collier) | Not disclosed beyond plan-level vesting acceleration contingencies; performance/time-based awards governed by plan/grant agreements . |
| Related-Party Transactions | None requiring disclosure since Jan 1, 2024 . |
Performance & Track Record
- Company outcomes linked to Collier’s incentive metrics improved materially in 2024: revenue $291.6M (+4.5%), operating income $21.3M (+32.9%), net income $20.0M (+31.5%), adjusted EBITDA $66.8M (+9%), with adjusted EBITDA specifically selected as the core pay-for-performance metric for cash bonuses and performance RSUs .
- 2024 RSU Company Adjusted EBITDA (performance RSU metric) threshold set at $66.0M; achieved $66.7M → 100% vesting of 7,045 RSUs tied to 2024 performance for Collier (3,600 from 2023 grant; 3,445 from 2022 grant) in Feb/Mar 2025 .
- Say-on-Pay support (2024 AGM): ~96% approval, reinforcing shareholder acceptance of the compensation framework .
Compensation Structure Analysis
- Mix: Balanced cash (salary + annual bonus) and equity (semi-annual time-based RSUs; multi-year performance RSUs) with increasing emphasis on RSUs over options—options outstanding are legacy 2020 grants now fully vested .
- Pay-for-Performance: Primary linkage to adjusted EBITDA; stretch revenue growth gate in 2024 did not pay out, indicating discipline against overpaying when growth targets are missed .
- Clawback and Anti-Hedging: Mandatory recoupment under SEC/Nasdaq rules and hedging prohibition improve alignment and reduce risk of misaligned incentives .
- Benchmarking/Consultants: No compensation consultant engaged in 2024; committee uses market “checks” but does not target specific peer benchmarks, limiting peer “ratcheting” risk .
Vesting Schedules and Potential Insider Selling Pressure
| Date | Type | Shares | Notes |
|---|---|---|---|
| Feb 2025 | Performance RSUs | 3,600 | Vested 100% based on 2024 performance . |
| Mar 2025 | Performance RSUs | 3,445 | Vested 100% based on 2024 performance . |
| Mar 2025 | Time-based RSUs | 4,588 | Time-vest tranche . |
| Sep 2025 | Time-based RSUs | 1,087 | Time-vest tranche . |
| Oct 2025 | Time-based RSUs | 895 | Time-vest tranche . |
| Feb 2026 | Performance RSUs | 3,600 | Subject to 2025 performance; annual criteria to be set . |
| Mar 2026 | Performance RSUs | 3,445 | Subject to 2025 performance; annual criteria to be set . |
| Mar 2026 | Time-based RSUs | 3,484 | Time-vest tranche . |
| Sep 2026 | Time-based RSUs | 1,567 | Time-vest tranche . |
| Oct 2026 | Time-based RSUs | 1,044 | Time-vest tranche . |
| Feb 2027 | Performance RSUs | 3,600 | Subject to 2026 performance . |
| Mar 2027 | Performance RSUs | 4,306 | Subject to 2026 performance . |
| Mar 2027 | Time-based RSUs | 1,840 | Time-vest tranche . |
| Sep 2027 | Time-based RSUs | 1,998 | Time-vest tranche . |
| Feb 2028 | Performance RSUs | 4,500 | Subject to 2027 performance . |
| Mar 2028 | Time-based RSUs | 980 | Time-vest tranche . |
| Sep 2028 | Time-based RSUs | 896 | Time-vest tranche . |
Governance and Committee Context (selected items)
- Compensation Committee: Frank Gordon (Chair), Linda Rebrovick, Jeffrey L. McLaren; independent; oversees exec pay, equity plans, and clawback policy .
- No compensation consultant engaged in 2024; Compensation Committee administers semi-annual RSU grants and performance RSU programs .
- Insider Trading Policy includes anti-hedging; Clawback Policy filed with 2024 10-K .
Investment Implications
- Alignment: Collier’s incentives are tightly linked to adjusted EBITDA and include multi-year performance RSUs; 2024 results triggered full vesting of 7,045 performance RSUs, signaling execution against profitability objectives .
- Retention: Significant unearned performance RSUs across 2026–2028 and a new ~$400k performance RSU grant vesting over 2026–2030 in connection with his 2025 promotion create meaningful retention hooks and reduce near-term departure risk .
- Selling Pressure: Multiple time-based tranches vest in Sep/Oct annually and Mar semi-annually, plus performance RSUs that vest upon annual criteria achievement; monitor Form 4s around these dates for potential sales .
- Risk Controls: Anti-hedging and mandatory clawback reduce misalignment and restatement risk; lack of individual employment/severance agreement (CEO-only) implies standard plan governance applies to Collier’s awards .
- Pay Discipline: No stretch bonus paid due to missed revenue growth targets despite EBITDA outperformance; say-on-pay support (~96%) indicates investor comfort with current design .