Thompson S. Dent
About Thompson S. Dent
Thompson S. Dent, 74, has served on HealthStream’s Board since 1995 and is the Company’s Lead Independent Director since December 15, 2014. He holds a Masters in Healthcare Administration from The George Washington University and a Bachelor’s degree in Business from Mississippi State University. He is standing for re-election in 2025 as a Class I Director and, if elected, will serve until the annual meeting in 2028 .
Past Roles
| Organization | Role | Tenure | Location | Notes |
|---|---|---|---|---|
| Urgent Team, LLC | Chief Executive Officer & Chairman | Since 2013 | — | Independent operator of urgent care centers |
| Re: Cognition Health, Ltd. | Co-founder & Executive Chairman | Since 2010 | London, England | Provider for cognitive disorders and clinical trials in Alzheimer’s and other CNS diseases |
| MedTel International Corporation | Executive Chairman & Chief Executive Officer | 2004–2008 | Nashville, TN | International diagnostic imaging company |
External Roles
| Organization | Type | Role | Tenure |
|---|---|---|---|
| Urgent Team, LLC | Private company | CEO & Chairman | Since 2013 |
| Re: Cognition Health, Ltd. | Private company | Co-founder & Executive Chairman | Since 2010 |
Board Governance
- Lead Independent Director with a Board-approved charter; responsibilities include presiding at meetings without the CEO/Chair present, calling meetings of independent directors, serving as liaison, and approving Board agendas and information flow .
- Committee assignments: Chair, Nominating and Corporate Governance Committee; members during 2024 were Dent (Chair), Alex Jahangir, M.D., and Deborah Taylor Tate; all are Nasdaq independent .
- Attendance: In 2024 the Board held 7 meetings; Nominating and Corporate Governance Committee held 6; each director attended 100% of Board and respective committee meetings in aggregate; independent directors meet in executive session at least twice annually .
- Independence: The Board determined Dent is independent under Nasdaq rules; HSTM’s standing committees are comprised solely of independent directors .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned Paid in Cash ($) | 37,500 | 40,000 |
| Fees Earned Paid in Stock ($) | — | — |
| Stock Awards ($) | 80,508 | 81,999 |
| Total ($) | 118,008 | 121,999 |
Notes: In 2023, the director cash compensation structure included a flat attendance fee, annual retainer, and additional retainers for certain roles (Audit Chair; Lead Independent Director/Nominating & Corporate Governance Chair; Compensation Chair); amounts were unchanged from 2022 .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| RSUs Granted (#) | 3,377 | 3,018 |
| Grant Date Fair Value ($) | 80,508 | 81,999 |
| Vesting Schedule | 3 equal annual installments over 3 years | 3 equal annual installments over 3 years |
| Outstanding RSUs at FY-end (#) | 6,618 | 6,419 |
Notes: No performance-conditioned equity (e.g., PSUs) disclosed for non-employee directors; awards are time-based RSUs .
Other Directorships & Interlocks
| Entity | Relationship to HSTM | Nature of Transaction | Governance Handling |
|---|---|---|---|
| Entities where Dent serves as an executive officer | Customer of HSTM SaaS offerings | Ordinary-course vendor agreements for software-as-a-service; no consulting or professional services | Entered at arm’s-length without Dent’s participation; reviewed under Related-Party Transactions Policy; Board concluded relationships were not material and did not impair independence . |
Expertise & Qualifications
- Decades of healthcare services leadership; service on numerous healthcare company boards and committees cited by the Company as qualifications .
- Education:
- Masters in Healthcare Administration, The George Washington University .
- Bachelor’s in Business, Mississippi State University .
Equity Ownership
| Metric | As of |
|---|---|
| Beneficially owned shares (#) | 134,695 (based on 30,525,266 shares outstanding) |
| Ownership % | Less than 1% |
| Outstanding RSUs (#) | 6,419 at FY-end 2024 |
Governance Assessment
- Board effectiveness: Dent provides strong independent leadership as Lead Independent Director with defined authority; he chairs the Nominating & Corporate Governance Committee overseeing board skills assessments, self/peer evaluations, ESG oversight, and succession planning processes .
- Independence and attendance: Explicitly deemed independent; perfect attendance in 2024 across Board and committees; independent directors hold executive sessions at least twice per year .
- Alignment and pay mix: Director compensation is predominantly equity-based RSUs ($81,999 in 2024) alongside modest cash fees ($40,000), aligning interests with shareholders through multi-year vesting; multi-year continuity with small YoY increases suggests stability in director pay .
- Shareholder support signals: In 2025, Dent received 23,834,909 FOR and 2,870,017 WITHHELD votes; comparator Class I nominees received 26,587,086 FOR/117,840 WITHHELD (Beard) and 24,871,079 FOR/1,833,847 WITHHELD (Tate). Say-on-pay was approved (FOR 25,224,051; AGAINST 1,475,091) .
- Potential conflicts and mitigation: HSTM maintains vendor agreements with entities where Dent is an executive officer; these are SaaS-only, arms-length, and reviewed under the Related-Party Transactions Policy; the Board concluded no material relationships and maintained independence determinations .
RED FLAGS to monitor
- Related-party exposure via vendor agreements with entities led by Dent—currently mitigated by arms-length terms, policy oversight, and non-materiality determinations; continue monitoring for changes in scope or economics .
- 2025 director election withhold votes for Dent (2,870,017) were higher than for Beard (117,840) and Tate (1,833,847), a relative signal to watch for investor sentiment on governance or independence perceptions .