Scott Fenstermacher
About Scott Fenstermacher
Scott Fenstermacher is Senior Vice President, Sales at HealthStream; he joined the company in 2012, became Vice President of Sales in 2017, and was promoted to Senior Vice President in January 2021. He holds both a Bachelor of Arts and a Bachelor of Science from the University of Pittsburgh and is 56 years old per the latest proxy . While individual compensation details for Fenstermacher are not disclosed (he is not a Named Executive Officer), company performance during his tenure shows steady growth: FY2022 revenue $266.8M and adjusted EBITDA $53.4M; FY2023 revenue $279.1M and adjusted EBITDA $61.3M .
| Metric | FY 2022 | FY 2023 |
|---|---|---|
| Revenue ($USD Millions) | $266.8 | $279.1 |
| Operating Income ($USD Millions) | $12.4 | $16.0 |
| Net Income ($USD Millions) | $12.1 | $15.2 |
| Adjusted EBITDA ($USD Millions) | $53.4 | $61.3 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HealthStream | Vice President, Sales | 2017–Jan 2021 | Led sales across core solution areas including compliance, revenue cycle, patient experience, and clinical products |
| HealthStream | Senior Vice President, Sales | Jan 2021–present | Executive leadership of company-wide sales function |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lippincott Williams & Wilkins (Wolters Kluwer Health) | Director, Business Development & Licensing | Pre-2012 | Business development and licensing for a major healthcare publisher |
Fixed Compensation
- HealthStream discloses detailed compensation only for Named Executive Officers; Fenstermacher is not a NEO, and his base salary, target bonus, and actual bonus are not individually disclosed in recent proxies .
- The company does not maintain employment, severance, or change-in-control agreements with executive officers other than the CEO; thus Fenstermacher does not have an individual employment or severance contract per proxy disclosure .
Performance Compensation
- Cash bonus design: For 2024, the company identified Adjusted EBITDA (as calculated under the 2024 Cash Incentive Bonus Plan) and Revenue Growth Percentage Rate as the most important measures linking pay to performance for NEOs; the plan applies to NEOs, and certain vice presidents and director-level employees have historically participated in similar plans (company-level design) .
- Prior-year outcomes: In 2023, NEOs received the maximum cash bonus based on company Adjusted EBITDA attainment; this illustrates a strong pay-for-performance linkage at the leadership level (context for sales leadership alignment) .
| Year | Metric | Target Definition | Eligible Population (per proxy) | Max Payout (NEOs) | Outcome (NEOs) |
|---|---|---|---|---|---|
| 2022 | Adjusted EBITDA (Company) | Consolidated adjusted EBITDA adjusted for bonuses and acquisition impacts (“2022 Incentive Plan Company Adjusted EBITDA”) | NEOs; certain VPs and director-level employees | 55% (CEO, COO, VerityStream President); 45% (CFO, SVP Platform) | Not specifically disclosed |
| 2023 | Adjusted EBITDA (Company) | Company Adjusted EBITDA (as defined in plan) | NEOs | 50% (CEO, EVP, CFO); 45% (other NEOs) | Maximum payout achieved |
| 2024 | Adjusted EBITDA; Revenue Growth % | Defined under 2024 Cash Incentive Bonus Plan | NEOs (most important measures disclosed) | Not disclosed | Not disclosed |
Note: Fenstermacher’s specific bonus targets, weightings, and payouts are not individually disclosed; tables reflect company-level plan design and NEO outcomes as context .
Equity Ownership & Alignment
- Beneficial ownership: Fenstermacher is not individually enumerated in the beneficial ownership tables for 2023–2025; those tables list directors and NEOs, plus an aggregate figure for “all directors and executive officers as a group” .
- Anti-hedging: Directors, executive officers, and certain key employees are prohibited from hedging or monetization transactions in company securities, supporting alignment with shareholders .
- Clawback (recoupment): The board adopted and maintains a Compensation Recoupment Policy compliant with SEC Rule 10D-1 and Nasdaq Listing Rule 5608, requiring recovery of erroneously awarded incentive compensation from current and former executive officers following accounting restatements, regardless of misconduct .
- Equity grant timing: Equity awards are generally granted on fixed semi-annual dates (e.g., March and September) at regularly scheduled Compensation Committee meetings; grants may also be made off-cycle for new hires, promotions, recognition, or retention .
- Change-of-control vesting: Under the company’s omnibus equity plan, outstanding employee equity awards (options and RSUs) become fully exercisable and immediately vested upon a change of control (single-trigger acceleration under plan terms) .
Employment Terms
- Contracts: No individual employment, severance, or change-in-control agreement for executive officers other than the CEO; Fenstermacher is therefore covered by general company policies and plan terms rather than a bespoke agreement .
- Non-compete / non-solicit: The proxy discloses non-compete and non-solicit provisions for the CEO; no specific non-compete/non-solicit clauses are disclosed for other executive officers .
- Severance: No individualized severance terms disclosed for Fenstermacher; company policy provides clawback of incentives if restatements occur per SEC and Nasdaq rules .
- Vesting and selling pressure: Specific vesting schedules for Fenstermacher’s awards and any insider selling activity are not disclosed in proxy excerpts; directors’ RSUs vest in three equal annual installments, but that schedule pertains to non-employee directors, not executives .
Investment Implications
- Alignment: Anti-hedging and mandatory clawback policies, semi-annual grant timing, and single-trigger equity acceleration on change-of-control collectively reinforce governance discipline but may create sale-event optionality for equity awards .
- Retention risk: Absence of an individualized employment or severance agreement suggests retention relies on performance-linked pay and equity awards under plan terms rather than contractual protections—neutral to modestly negative for retention certainty during strategic transitions .
- Execution track record: Long-tenured sales leadership (since 2017, SVP since 2021) coincides with company revenue and adjusted EBITDA growth in 2022–2023, supporting credibility of commercial execution; however, without individual payout disclosures, direct pay-for-performance calibration for Fenstermacher is opaque .
- Trading signals: No disclosure of hedging or pledging by Fenstermacher; lack of Form 4 detail in the proxies limits visibility into insider selling pressure—monitor future Form 4 filings and pay-versus-performance disclosures for incremental signals .