Trisha L. Coady

About Trisha L. Coady

Trisha L. Coady is Senior Vice President, Workforce Development Solutions at HealthStream. She joined HealthStream in January 2014, progressing from associate vice president to vice president and general manager of clinical development solutions (June 2015–November 2018), then senior vice president and general manager of clinical solutions (November 2018 onward). She holds a Bachelor of Science in Nursing from Université de Moncton . During 2023, HealthStream delivered revenue of $279.1M (+5% YoY), net income of $15.2M (+26% YoY), and adjusted EBITDA of $61.3M (+15% YoY) . In 2022, revenue was $266.8M (+4% YoY) and adjusted EBITDA was $53.4M (+1% YoY) . Company total shareholder return (TSR) values (indexed to $100) were $80.29 (2020), $96.91 (2021), and $91.32 (2022) .

Past Roles

Fixed Compensation

Performance Compensation

Notes:

• The Company uses Adjusted EBITDA as the central pay metric for cash bonuses and performance RSUs; 2024 added Revenue Growth % alongside Adjusted EBITDA for pay-versus-performance linkage .

Equity Grants and Vesting Detail

Time-based RSUs — scheduled vesting tranches (as of 12/31/2023):

Performance RSUs — scheduled vesting by grant:

• 2022 grant (12,303 PSUs): vest in five increments 15%, 20%, 20%, 20%, 25% across March 2023–March 2027; 2022 tranche (1,845) and 2023 tranche (2,461) vested at 100% based on Adjusted EBITDA thresholds achieved .
• 2023 grant (10,000 PSUs): vest 15%, 20%, 20%, 20%, 25% in February 2024–2028; year-1 1,500 vested 100% based on 2023 Adjusted EBITDA; remaining tranches subject to annual criteria .

Stock options:

• Grant: 12/9/2020; exercise price $20.34; expiration 12/9/2030; vesting schedule 2,700 (Dec 2021), 3,600 (Dec 2022), 5,400 (Dec 2023), 6,300 (Dec 2024). As of 12/31/2023, 11,700 exercisable and 6,300 unexercisable .

Equity Ownership & Alignment

Ownership breakdown (as of 12/31/2023):

• Time-based RSUs unvested: 22,688 units; market value $613,257 at $27.03/share .
• Performance RSUs unearned (unvested): 20,458 units; market value $552,980 at $27.03/share .
• Options: 11,700 exercisable; 6,300 unexercisable; strike $20.34; expire 12/9/2030 .
• Stock vested during 2023: 8,696 shares; value realized $226,846 .

Policies:

• Anti-hedging: Executives prohibited from hedging or monetization transactions in Company securities .
• Pledging: No pledging disclosures found; none indicated in proxy excerpts .
• Clawback: Company maintains a Compensation Recoupment Policy compliant with SEC Rule 10D-1 and Nasdaq Rule 5608; mandatory recovery of erroneously awarded incentive compensation upon restatement .

Employment Terms

• Employment agreements: As of 2024–2025 proxies, only the CEO is party to an employment agreement; no individual employment contract is disclosed for Ms. Coady .
• Change-in-control provisions (plan-level): Time-based RSUs and stock options fully vest upon change-in-control; performance RSUs vest as to 100% of current and next performance period tranches, with catch-up vesting for just-ended year based on achieved criteria; surviving/acquirer may assume/continue/substitute awards; Committee may provide cash-out of awards at change-in-control price less exercise price, if applicable .
• Potential change-in-control value (accelerated vesting only): $795,075 (as of 12/31/2022; at $24.84/share) ; $961,323 (as of 12/31/2023; at $27.03/share) .
• Severance multiples: Not disclosed for Ms. Coady; CEO severance is 1.5x salary with specified triggers (for context) .

Performance & Track Record

• Company performance during Ms. Coady’s senior leadership tenure includes 2023 revenue $279.1M (+5% YoY), net income $15.2M (+26%), adjusted EBITDA $61.3M (+15%) , and 2022 revenue $266.8M (+4% YoY), adjusted EBITDA $53.4M (+1%) .
• Pay metrics are tightly aligned with Adjusted EBITDA; Company added Revenue Growth % as a most important measure in 2024 pay-versus-performance .

Compensation Committee & Governance Context

• Compensation Committee members: Frank Gordon (Chair), Jeffrey L. McLaren, Linda Rebrovick; independent under Nasdaq standards .
• No compensation consultant engaged for executive officer compensation evaluation in 2023 and 2022 .
• Insider Trading Policy, Anti-Hedging Policy, Code of Ethics, and Clawback Policy in place; governance documents referenced in 2025 proxy .

Investment Implications

• Pay-for-performance alignment: Cash bonuses and PSUs are driven by Adjusted EBITDA (and, in 2024, Revenue Growth %), with clear thresholds and full vest outcomes when performance is met—this supports alignment to operating performance and TSR over time .
• Vesting and supply overhang: Significant scheduled vesting through 2027–2028 (time-based RSUs and PSUs) and 2030 option expiry may create periodic sell-to-cover pressures; 8,696 shares vested in 2023 for Coady indicates ongoing supply flow .
• Ownership alignment: Personal ownership remains <1% of shares outstanding; while policies prohibit hedging and enforce clawbacks, low direct ownership suggests limited “skin-in-the-game” leverage vs equity-based comp that vests over time .
• Change-of-control economics: Automatic acceleration of time-based awards and structured acceleration for performance RSUs could increase realized compensation in a sale scenario; indicative values rose from $795k (2022) to $961k (2023), reflecting award accumulation and stock price changes .
• Execution focus: With Adjusted EBITDA as the dominant metric, incentives favor margin discipline and recurring revenue stability; the addition of revenue growth in 2024 suggests incremental emphasis on top-line momentum while maintaining EBITDA thresholds .