Vincent P. Price
About Vincent P. Price
Vincent P. Price is an independent director of Barrett Business Services, Inc. (BBSI), serving since 2017 and age 61 as of April 1, 2025 . He is currently Advisor to the Chief Executive Officer of Cambia Health Solutions, Inc. (since October 2023) and previously served as Cambia’s Executive Vice President and Chief Financial Officer; prior roles include 15 years as a senior finance executive at Intel Corporation and seven years consulting to startups . He holds a bachelor’s degree in business from South Dakota State University and an MBA from Arizona State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cambia Health Solutions, Inc. | Executive Vice President & Chief Financial Officer | Joined 2009; served as CFO prior to Oct 2023 | Led finance and risk management for large health system; now Advisor to CEO |
| Intel Corporation | Senior Finance Executive | 15 years | Financial leadership at global technology leader |
| Various startups | Consultant | 7 years | Advisory support to early-stage companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cambia Health Solutions, Inc. | Advisor to CEO | Since Oct 2023 | Ongoing advisory engagement |
| BCS Financial Plan Investment Fund | Trustee (Board of Trustees) | Not disclosed | Oversight of plan investment fund |
| Oregon Health Sciences University Foundation | Board member | Not disclosed | Non-profit governance |
| Children’s Heart Foundation – Oregon Chapter | Founding member & Treasurer | Not disclosed | Non-profit leadership |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Governance Committee .
- Independence: Board determined Price is independent under Nasdaq Rule 5605(a)(2) .
- Attendance: The Board met seven times in 2024; each director attended at least 93% of Board and applicable committee meetings .
- Executive sessions: Outside directors meet at least twice per year in executive session without management .
- Board leadership: Independent Chair (Anthony Meeker) and a separate CEO structure; Vice Chairman (Joseph S. Clabby) .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $65,000 (2024) | Outside director retainer (Chairman retainer is $155,000, not applicable to Price) |
| Committee chair/member fees | $15,000 total (2024) | Compensation Committee Chair: $10,000; Nominating Committee Member: $5,000 (sum equals $15,000, consistent with total cash fees of $80,000) |
| Total cash fees earned | $80,000 (2024) | Sum of retainer and committee fees |
| Equity grant (RSUs) | 3,064 RSUs (grant-date fair value $99,978) | Granted July 1, 2024 at $32.63 per share; vest July 1, 2025 |
- Director compensation schedule: Committee chairs/members annual retainers—Audit $15,000/$7,500; Compensation $10,000/$5,000; Risk $10,000/$5,000; Nominating $10,000/$5,000 .
- Stock ownership guidelines for non-employee directors: Minimum ownership equal to 3× regular annual cash retainer ($70,000 effective January 1, 2025), to be met within three years; all non-employee directors have met guidelines or are on track .
Performance Compensation
- Annual incentive design (executives overseen by Price’s Compensation Committee): 80% tied to corporate goals and 20% to individual performance in 2024; corporate goals equally weighted across gross billings growth, net income, gross margin as % of gross billings, and worksite employee adds from new clients .
- PSU framework (executives): 2024 PSUs tied to three-year cumulative gross billings and net income before taxes (50% weight each); payouts adjust ±2.5% per 1% variance vs target, with threshold at 80% and max 140% per metric; overall PSU payout range 50% (threshold) to 200% (maximum) of target; settlement in stock .
| Metric (2024 Corporate Goals) | Target | Actual | Minimum | Maximum | Payout % |
|---|---|---|---|---|---|
| Gross billings growth | 8.20% | 7.92% | 5.70% | 11.50% | 91% |
| Net income | $41,770,868 | $52,993,307 | $35,505,238 | $50,125,042 | 200% |
| Gross margin (% of gross billings) | 2.91% | 3.04% | 2.76% | 3.10% | 167% |
| Worksite employee adds | 20,636 | 19,435 | 17,541 | 24,763 | 71% |
- Consultant: Mercer engaged by the Compensation Committee; no conflicts identified; advised on market trends and peer group adjustments used for 2025 decisions .
- Clawback: Updated Nasdaq-compliant clawback policy adopted October 2023 for recovery of incentive compensation upon certain accounting restatements .
Other Directorships & Interlocks
| Relationship | Nature | Governance/Conflict Considerations |
|---|---|---|
| Cambia / HMA / Regence BlueShield of Idaho | Cambia provides third-party administrator services to BBSI’s self-insured plans; Cambia affiliates offer competing health plans; Regence BlueShield of Idaho arrangement to provide health insurance services in Idaho; Cambia provides administrative services to Regence | Board affirmed Price’s independence; Audit Committee reviews related person transactions; disclosure acknowledges competitive overlap and service relationships |
Expertise & Qualifications
- Deep finance and risk management expertise from CFO role at Cambia and finance roles at Intel .
- Health care industry exposure; governance experience across non-profit boards .
- Education: BS in Business (South Dakota State University); MBA (Arizona State University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Vincent P. Price | 38,408 | <1% | No options listed for Price; RSUs for outside directors: 3,064 at 12/31/2024, vest 7/1/2025 |
| Shares outstanding (record date) | 25,680,212 | — | Reference denominator for ownership |
- Anti-hedging and pledging: Hedging prohibited; pledging restricted; as of proxy date, no director or executive officer has pledged BBSI shares .
- Stock ownership guidelines: Directors expected to hold at least 3× annual cash retainer; all non-employee directors met or are on track .
Governance Assessment
-
Positives:
- Independent director chairing the Compensation Committee; robust use of Mercer; explicit oversight of risk in incentive design; updated clawback policy .
- Strong board process indicators: high attendance, executive sessions, independent Chair; clear committee charters and pre-approval policies in Audit .
- Shareholder support: >93% say-on-pay approval in 2024 .
- Alignment mechanisms: director RSU grants; stock ownership guidelines; anti-hedging and no pledging disclosure .
-
Potential RED FLAGS:
- Related-party exposure/conflict risk: Price’s ongoing advisory role at Cambia while Cambia/HMA administer services for BBSI and Cambia affiliates compete with BBSI’s health offerings in certain markets; requires continued Audit Committee scrutiny of related person transactions and competitive interlocks .
- Industry interlock optics: Health benefits overlap could raise perception of conflict in strategy/partner selection; independence affirmed but optics remain sensitive for investors .
-
Additional observations:
- Section 16 compliance: No late filings reported for Price; one late Form 4 noted for Clabby; indicates overall compliance diligence .
- Committee effectiveness signals: Compensation Committee met seven times in 2024; uses multi-metric annual plan and multi-year PSUs with symmetrical adjustments—supports pay-for-performance alignment .
Say-On-Pay & Shareholder Feedback
- 2024 advisory vote approval exceeded 93% of votes cast; advisory votes conducted annually; board and committee consider shareholder feedback in compensation design .
Compensation Committee Analysis
- Composition: Price (Chair), Cusick, Clabby—each independent per Nasdaq rules .
- Consultant independence: Mercer retained; committee reviewed and found no conflicts before engagements .
- Program design: Balanced mix of base salary, annual cash incentives (80% corporate/20% individual), RSUs, PSUs; 2024 targets set with clear thresholds and caps; PSU metrics based on three-year gross billings and net income before taxes, with structured payout adjustments .
Related Party Transactions
- Audit Committee charter requires review/approval of related person transactions; directors must disclose personal interests and abstain from conflicted decisions; formal indemnification and advancement framework in place under Maryland law .
- Cambia relationship explicitly considered in independence determination; disclosure outlines service and competitive overlaps in certain markets (Idaho arrangement with Regence BlueShield of Idaho) .
Risk Indicators
- Hedging/pledging: Hedging prohibited; no pledging reported as of proxy date .
- Clawback policy: Adopted Oct 2023 to recover incentive compensation upon certain restatements .
- Section 16: No late filings reported for Price; overall compliance noted .
Director Compensation Summary (2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $80,000 |
| Stock Awards (RSUs grant-date fair value) | $99,978 |
| Total | $179,978 |
| RSU grant detail | 3,064 RSUs at $32.63; vest 7/1/2025 |
Equity Ownership Detail (Director)
| Item | Detail |
|---|---|
| Beneficial ownership | 38,408 shares; less than 1% of outstanding |
| RSUs held at 12/31/2024 | 3,064; vest 7/1/2025 |
| Options | None disclosed for Price; Carley had 25,000 shares of options |
| Pledging | None; pledging restricted and none reported |
| Ownership guidelines | 3× annual retainer; directors met or on track |
Expertise & Qualifications
- Financial leadership (CFO), health care systems, risk management, and technology industry finance; formal business and MBA education .
Final Implications for Investors
- Price’s leadership on compensation and structured pay-for-performance design are positives for governance quality; high say-on-pay support corroborates alignment .
- The Cambia advisory role alongside service and competitive overlaps merits continued monitoring for conflicts; disclosures and committee review processes mitigate but do not eliminate perceived risk .