---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-23-004410"
form_type: "8-K"
ticker: "HSTM"
cik: "0001095565"
company_name: "HEALTHSTREAM INC"
filed_at: "2023-02-23T23:59:59+00:00"
generated_at: "2026-06-19T01:26:47.294075+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# HealthStream COO J. Edward Pearson to retire end of Q2 2023; Michael Sousa gets expanded role and equity grants

## Summary
- J. Edward Pearson, President & COO, to retire at end of Q2 2023; will continue as part-time Executive-in-Residence.
- Michael Sousa named EVP, Enterprise Applications; base salary $375K through May 2024; eligible for annual cash bonus up to 40% of base.
- Sousa receives 60,000 performance-based RSUs with vesting tied to annual Adjusted EBITDA targets through 2028.
- Sousa eligible for time-based RSU grant of ~$150K in 2023, vesting over four years.

## SEC filing metadata
- accession: 0001437749-23-004410
- form_type: 8-K
- ticker: HSTM
- cik: 0001095565
- company_name: HEALTHSTREAM INC
- filed_at: 2023-02-23T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1095565/000143774923004410/0001437749-23-004410-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1095565/000143774923004410/hstm20230222_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-004410
- JSON: https://secwatch.observer/filing/0001437749-23-004410.json
- Plain text: https://secwatch.observer/filing/0001437749-23-004410.txt

## Key facts
- Executive change
  J. Edward Pearson departed as President & Chief Operating Officer at HEALTHSTREAM INC.
  - Action: retiring
  - Role: President & Chief Operating Officer
  source text: On February 20, 2023, J. Edward Pearson, President & Chief Operating Officer of HealthStream, Inc. (the "Company"), provided notice to the Company that he will be retiring from his current role in these positions effective at the end of the second quarter of 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1095565/000143774923004410/0001437749-23-004410-index.htm
- Executive change
  Michael J. Sousa was appointed as Executive Vice President, Enterprise Applications at HEALTHSTREAM INC.
  - Action: appointed
  - Role: Executive Vice President, Enterprise Applications
  source text: Pursuant to the terms of this Agreement, effective February 20, 2023, Mr. Sousa will serve as the Executive Vice President, Enterprise Applications of the Company, with anticipated increases in responsibilities, and potential future changes in title, over the next five years.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1095565/000143774923004410/0001437749-23-004410-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.