Scott A. Roberts
About Scott A. Roberts
Scott A. Roberts is Senior Vice President and Chief Financial Officer of HealthStream, Inc. He joined the company in January 2002, became interim CFO in February 2019, and was appointed CFO and SVP in September 2019. He holds a Bachelor’s in Business Administration from Middle Tennessee State University. Company performance in 2024 (a key input to executive pay) included revenue of $291.6M (+4.5% YoY), operating income of $21.3M (+32.9%), net income of $20.0M (+31.5%), and adjusted EBITDA of $66.8M (+9%); the pay-versus-performance table shows a 2024 total shareholder return index value of 117.87 for a $100 initial investment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HealthStream, Inc. | VP, Accounting & Finance | 2015–Feb 2019 | — |
| HealthStream, Inc. | Interim Chief Financial Officer | Feb 2019–Sept 2019 | — |
| HealthStream, Inc. | Chief Financial Officer & SVP | Sept 2019–Present | — |
External Roles
- No external directorships or roles disclosed for Mr. Roberts in the latest proxy .
Fixed Compensation
Multi-year compensation for Scott A. Roberts:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 291,667 | 313,333 | 330,000 |
| Stock Awards ($, grant-date fair value) | 196,589 | 223,992 | 239,526 |
| Non-Equity Incentive Plan Compensation ($) | 96,386 | 144,000 | 117,250 |
| All Other Compensation ($) | 6,285 | 4,574 | 5,104 |
| Total ($) | 590,927 | 685,899 | 691,880 |
Base salary plan levels (set annually, commencing May 1):
| Year | Base Salary ($) | Prior Year Base ($) | % Increase |
|---|---|---|---|
| 2024 | 335,000 | 320,000 | 4.7% |
Performance Compensation
Annual Cash Incentive (2024)
| Component | Metric | Weighting/Opportunity | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|---|
| Cash Bonus | Adjusted EBITDA (Incentive Plan) | Target bonus opportunity: 35% of base salary | $66.0M | $66.7M | $117,250 (35% of $335,000 base) | Company exceeded target; payout at target for Roberts |
| Stretch Bonus | Revenue Growth % | Additional 0–20% of base if growth targets met | ≥6% threshold (plan context) | <6% | $0 | No stretch paid due to revenue growth below threshold |
Equity Incentives (2024 activity and outstanding)
| Award Type | Grant/Origin | Metric | Target | Actual | Payout/Vesting | Vesting Schedule |
|---|---|---|---|---|---|---|
| Time-based RSUs | 2,240 RSUs on 3/20/2024 ($60,010); 2,048 RSUs on 9/18/2024 ($60,006) | n/a | n/a | n/a | Time-based | 15%, 20%, 30%, 35% on 1st–4th anniversaries |
| Performance RSUs (2023 grant) | 2,000 RSUs (criteria set in 2024) | 2024 RSU Company Adjusted EBITDA | ≥$66.0M | $66.7M | 100% vested (Feb 2025) | Annual tranches 15/20/20/20/25% across 2024–2028 |
| Performance RSUs (2022 grant) | 2,461 RSUs (criteria set in 2024) | 2024 RSU Company Adjusted EBITDA | ≥$66.0M | $66.7M | 100% vested (Feb 2025) | Remaining tranches scheduled for 2025 and 2026 with annual criteria |
Notes:
- The Compensation Committee did not engage a compensation consultant for executive pay in 2024 .
- Most important pay linkage measures: Incentive Plan Adjusted EBITDA and Incentive Plan Revenue Growth Percentage Rate .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 29,540 shares; <1% of 30,525,266 outstanding (as of 3/31/2025) |
| Unvested Time-based RSUs | 15,306 units; market value $486,731 (at $31.80 on 12/31/2024) |
| Unearned Performance-Based Units (Not Yet Vested) | 16,497 units; market value $524,605 (at $31.80 on 12/31/2024) |
| Stock Options (Exercisable) | 18,000 options; $20.34 strike; expiration 12/9/2030 |
| Anti-Hedging Policy | Hedging/monetization transactions prohibited for directors and executive officers |
Employment Terms
| Aspect | Terms |
|---|---|
| Employment Agreement | Only the CEO has an employment agreement; no individual employment agreement for Mr. Roberts disclosed |
| Clawback/Recoupment | Mandatory recovery of erroneously awarded incentive-based compensation per SEC/Nasdaq rules; policy filed with 2024 Form 10-K |
| Change-in-Control – Plan Treatment | Outstanding stock options and time-based RSUs fully vest; performance RSUs vest for current and next performance periods with additional timing protection |
| Potential Payments (as of 12/31/2024) | Accelerated vesting of stock awards upon change-in-control: $976,699 (Roberts) |
Investment Implications
- Pay-for-performance alignment: Roberts’ cash bonus is formulaically tied to Adjusted EBITDA, with stretch tied to revenue growth; 2024 paid at target (35% of base) as EBITDA exceeded target, but no stretch given revenue growth shortfall, indicating disciplined payout gating .
- Retention and equity alignment: Semi-annual time-based RSUs with back-weighted vesting (15/20/30/35) strengthen multi-year retention; performance RSUs vest only on meeting annual adjusted EBITDA criteria, which were met for 2024 .
- Ownership and potential selling pressure: Roberts holds 29,540 shares plus significant unvested RSUs; 18,000 options with $20.34 strike were in-the-money at 12/31/2024 given $31.80 stock price, which can create optionality but the company prohibits hedging, supporting alignment with shareholders .
- Transaction risk posture: No individual severance agreement disclosed for Roberts; however, plan-level change-in-control provisions accelerate equity, with quantified exposure of ~$977K, a factor in modeling dilution/overhang and potential executive retention around corporate events .