Remuneration Information • Nov 5, 2025
Remuneration Information
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Last amended and restated on November 5, 2025
The purpose of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of TruBridge, Inc. (the "Corporation") is to aid the Board in meeting its responsibilities with regard to oversight and determination of executive compensation. Among other things, the Committee shall (a) review, approve and recommend to the Board for approval the salaries and other compensation of the Corporation's executive officers; (b) oversee and administer the Corporation's equity-based and cash incentive plans (including approving or recommending to the Board for approval various awards to participants in such plans); and (c) take such other actions within the scope of this charter (this "Charter") as the Committee deems necessary or appropriate.
The Committee shall be composed of not less than two (2) directors. Appointment to the Committee, including designation of the Committee Chairperson, shall be made on an annual basis by the full Board upon recommendation of the Nominating and Corporate Governance Committee of the Board. Each member of the Committee must satisfy the independence and other eligibility requirements of the listing rules of the Nasdaq Stock Market (as adopted pursuant to Rule 10C-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as amended and in effect from time to time. In addition, each member of the Committee must qualify as a "non-employee director" for the purposes of Rule 16b-3 under the Exchange Act. The Board shall determine, in its business judgment, whether each member of the Committee satisfies such eligibility requirements. Committee members may be removed by a majority vote of the Board, and vacancies will be filled by a majority vote of the Board. Any action taken by the Committee during a period in which one or more of the members subsequently is determined to have failed to meet the membership qualifications shall nevertheless constitute duly authorized actions of the Committee and shall be valid and effective for all purposes, except to the extent required by law or determined appropriate by the Committee to satisfy regulatory requirements.
The Board delegates to the Committee the express authority to do the following, to the fullest extent permitted by applicable law and the Corporation's organizational documents:
Chief Executive Officer Compensation. Review and make a recommendation to the Board regarding the compensation of the Chief Executive Officer (the "CEO") of the Corporation. In determining the amount, form and terms of such recommended compensation, the Committee shall consider the annual performance evaluation of the CEO conducted by the Board in light of corporate goals and objectives relevant to CEO compensation, competitive market data pertaining to CEO compensation at comparable companies and such other factors as it shall deem relevant, and shall be guided by, and seek to promote, the best interests of the Corporation and its stockholders. In addition, in evaluating and determining CEO compensation, the Committee shall consider the results of the most recent stockholder advisory vote on executive compensation required by Section 14A of the Exchange Act ("Say-on-Pay Vote"). The CEO may not be present during any voting or deliberations by the Committee on the CEO's compensation.
The Committee shall have the authority to create one or more subcommittees, consisting of one of
more members of the Committee, but no subcommittee will have any final decision-making authority on behalf of the Committee or the Board. Any such subcommittee shall keep the Committee advised of its activities. The Committee also is authorized to designate one or more of its members to perform certain of its duties on its behalf, subject to such reporting to or ratification by the Committee as the Committee shall direct.
The Committee shall hold regular meetings at least two times annually and shall hold special meetings more frequently as circumstances require. Committee members may attend meetings in person, telephonically, virtually (via video conference), or via similar communications arrangements that enable all persons participating in the meeting to hear each other. The timing of the meetings shall be determined by the Committee. In addition, the Chairperson and members of the Committee may meet informally or by telephone.
Formal action taken by the Committee shall be by the affirmative vote of at least a majority of the members present at a meeting at which a quorum is present. A quorum shall consist of at least a majority of the members of the Committee. The Committee may also take action by unanimous written consent.
Minutes shall be kept of each meeting of the Committee. The Committee shall report regularly to the full Board regarding its actions and make recommendations to the Board as appropriate.
Any business or personal relationship of the Advisor or the Employer with an executive officer of the Corporation.
The Committee must conduct this independence assessment with respect to any Advisor (other than in-house legal counsel, if any) that provides advice to the Committee, regardless of who retained the Advisor, and such assessment shall occur on at least an annual basis. Notwithstanding the foregoing, the Committee may select, or receive advice from, any Advisor it prefers, including ones that are not independent, after considering the six independence factors outlined above. Additionally, no assessment is required with respect to an Advisor that solely consults on a broad-based plan that does not discriminate in favor of executive officers or directors and that is available generally to all salaried employees, and/or that provides information that either is not customized for the Corporation or is customized based on parameters not developed by the advisor, and about which the advisor does not provide advice.
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