Terry Allison Rappuhn
About Terry Allison Rappuhn
Independent director (Class III) at HealthStream since 2022; age 67, serving through the term expiring in 2027. She is Audit Committee Chair and designated by the Board as an “Audit Committee Financial Expert,” with prior roles as CFO of Quorum Health Group and 15 years at Ernst & Young; she is a CPA and holds the NACD CERT certificate in Cyber-Risk Oversight. Education: BBA, Middle Tennessee State University. Prior board service spans six publicly traded healthcare companies across hospitals, pharma, devices, and long-term care, including multiple audit committee chair roles and one board chair role.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quorum Health Corporation (QHC) | Director; Board Chair; Audit Committee Chair (prior) | Director 2017–2020; Chair 2018–2020; Audit Chair 2017–2018 | Led board; chaired audit; acute care hospitals governance exposure |
| Akorn, Inc. | Director; Audit Committee Chair; Nominating & Governance member | 2015–2020 | Chaired audit; served on nom/gov in pharma context |
| Span-America Medical Systems | Director; Audit Committee member | 2016–2017 | Medical beds/devices oversight |
| AGA Medical Holdings, Inc. | Director; Audit Committee Chair | 2006–2010 | Chaired audit in medical device company |
| Genesis HealthCare Corporation | Director; Audit Committee Chair | 2003–2007 | Chaired audit in skilled nursing/assisted living |
| Genesis Healthcare, Inc. | Director | 2017–2021 | Skilled nursing governance |
| Quorum Health Group, Inc. | Chief Financial Officer | Not disclosed | Prior CFO of publicly-held hospital operator |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various prior public company boards | Director; Audit Chair; Board Chair | See above | 6 prior public boards across healthcare verticals |
- HealthStream limits directors to serving on no more than two other public company boards without Board approval (conflict guardrail).
Board Governance
- Committees: Audit Committee Chair (members: Rappuhn [Chair], Linda Rebrovick, William W. Stead, M.D., and Charles E. Beard, Jr. as of 2025; 2024 members were Rappuhn [Chair], Rebrovick, Stead).
- Independence: Board determined Rappuhn is independent under Nasdaq listing standards; all standing committees comprised solely of independent directors.
- Attendance: In 2024, Board held 7 meetings; Audit 7; Compensation 5; Nominating & Corporate Governance 6; all directors attended 100% of Board and relevant committee meetings.
- Risk oversight: Audit Committee charged with financial reporting integrity, internal controls, auditor independence, and oversight of privacy, data, cybersecurity, artificial intelligence, and information security risk programs.
- Auditor oversight: Audit Committee reviewed EY LLP independence and quality controls; appointed EY for FY2025 (EY auditor since 1998).
- Executive sessions: Independent directors meet in executive session at least twice annually; presided by the Lead Independent Director.
Fixed Compensation (Non-Employee Director; 2024)
| Component | Amount | Notes |
|---|---|---|
| Fees Earned – Paid in Cash | $42,500 | Rappuhn’s 2024 cash compensation per summary table |
| Fees Earned – Paid in Stock | — | No stock election for fees in 2024 |
| Annual RSU Grant (2024) | 3,018 units; $81,999 grant-date fair value | RSUs vest 1/3 on each of first, second, third anniversaries |
| Total (Cash + Stock Awards) | $124,499 | Sum of cash and RSU grant fair value |
- Program structure: 2024 cash—non-employee director annual retainer $30,000; Audit Committee member retainer $32,500; additional retainers: $10,000 for Audit Committee Chair and Lead Independent Director/NomGov Chair; $2,750 for Compensation Committee Chair. Directors may elect to receive shares in lieu of cash (prior-year election).
Performance Compensation
| Item | Details |
|---|---|
| Performance metrics tied to director pay | None disclosed; director RSUs are time-based (no performance conditions). |
| Clawback / Recoupment | Compensation Committee oversees the Company’s compensation recoupment policy (policy governance noted; applies broadly, not director-specific). |
Other Directorships & Interlocks
| Company | Nature | Notes |
|---|---|---|
| Compensation Committee Interlocks | None involving Rappuhn | Compensation Committee comprised of Gordon (Chair), Rebrovick, McLaren; no interlock relationships requiring disclosure. |
| Related-party transactions | None requiring disclosure since Jan 1, 2024 | Company reports no transactions requiring Item 404(a) disclosure. |
Expertise & Qualifications
- Audit Committee Financial Expert; financially literate per Nasdaq standards.
- Certified Public Accountant; 15 years with Ernst & Young; former public-company CFO.
- NACD CERT in Cyber-Risk Oversight; governance experience across diverse healthcare segments.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 5,111; <1% of outstanding shares (30,525,266 outstanding as of Mar 31, 2025) |
| RSUs outstanding (FY-end 2024) | 6,599 units (unvested director RSUs) |
| Hedging/Pledging | Company anti-hedging policy prohibits hedging/monetization transactions by directors; no hedging permitted (pledging not explicitly disclosed). |
Insider Trades & Section 16 Compliance
| Director | 2024 Section 16(a) Delinquency | Notes |
|---|---|---|
| Terry Allison Rappuhn | None disclosed | Company notes only Fenstermacher (late Form 4 for sale) and Tate (late Form 4 for gift); all others timely. |
Governance Assessment
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Strengths: Independent Audit Chair with CPA credentials and formal cyber oversight training; 100% attendance; robust audit and cybersecurity/AI risk oversight remit; anti-hedging policy supports alignment; no related-party transactions disclosed involving her.
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Alignment: Equity component via time-based RSUs ($81,999) and option to elect stock for cash indicates ongoing equity linkage; personal ownership is modest (5,111 shares) but supplemented by 6,599 unvested RSUs.
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Compensation context: 2024 director cash retainers were adjusted higher versus 2023 (e.g., Audit Chair retainer increased to $10,000); her actual cash received was $42,500, consistent with Audit Committee leadership.
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Shareholder sentiment: 96% Say-on-Pay approval at 2024 annual meeting; generally supportive governance environment though focused on executive compensation.
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RED FLAGS: None evident from disclosures—no attendance issues, no related-party transactions, no hedging, no Section 16(a) delinquencies noted for Rappuhn.