Amy K. O’Keefe
About Amy K. O’Keefe
Amy K. O’Keefe, age 54, was elected to TBRG’s Board on October 18, 2024 as a Class II director and is nominated for election at the 2025 annual meeting amid the Board’s declassification proposal. She is an independent director and a designated Audit Committee Financial Expert, with deep CFO and operational experience across technology and healthcare. O’Keefe currently serves as CFO of Avaya LLC (since June 2023), and previously served as CFO of WW International (Oct 2020–Dec 2022), with earlier executive roles at Drive DeVilbiss Healthcare, Stanley Black & Decker, and Ernst & Young.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WW International, Inc. | Chief Financial Officer | Oct 2020 – Dec 2022 | Evolved strategic plan in response to COVID-19 |
| Drive DeVilbiss Healthcare | Chief Financial Officer | 2017 – 2020 | Executive finance leadership |
| Stanley Black & Decker, Inc. | Executive roles (finance/operations) | Not disclosed | Executive experience in public company context |
| Ernst & Young | Public accounting | Not disclosed | Foundational accounting background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avaya LLC (backed by Apollo Global Management) | Chief Financial Officer | Since June 2023 | Spearheading comprehensive financial and operational turnaround |
Board Governance
- Committee assignments: Audit Committee (member) and Compensation Committee (member); not a chair. Audit Committee met 5 times in 2024; Compensation Committee met 7 times in 2024.
- Audit Committee Financial Expert designation: Yes (O’Keefe and Anquillare). All committee members are independent.
- Independence: Board determined O’Keefe is independent; only Fowler (CEO) and Dye (former COO) are non-independent.
- Attendance and engagement: Board met 16 times in 2024; none of the incumbent directors (<75%) attendance threshold was missed; directors are expected to attend annual meetings.
- Governance practices: Majority voting with contingent resignations; independent Chair; annual evaluations; executive sessions of independent directors after each regular quarterly meeting.
- Declassification initiative: Board unanimously proposes declassifying the board beginning with the 2026 meeting, pursuant to cooperation agreements with major investors; O’Keefe’s 2025 election adjusts to annual terms if approved.
Fixed Compensation
TBRG 2024 non-employee director retainer schedule:
| Position | Annual Cash Retainer |
|---|---|
| Chairperson of the Board | $110,000 |
| Regular Board Member | $60,000 |
| Audit Committee – Chair | $20,000 |
| Audit Committee – Member | $8,000 |
| Compensation Committee – Chair | $12,500 |
| Compensation Committee – Member | $5,000 |
| Nominating & Corporate Governance – Chair | $10,000 |
| Nominating & Corporate Governance – Member | $5,000 |
| Innovation & Technology – Chair | $20,000 |
| Innovation & Technology – Member | $8,000 |
Amy K. O’Keefe 2024 director compensation (partial-year, appointed Oct 18, 2024):
| Component | 2024 Amount ($) |
|---|---|
| Fees earned or paid in cash | $14,299 |
| Stock awards (grant-date fair value) | $40,004 |
| Total | $54,303 |
Equity grants to non-employee directors vest on the first anniversary of the grant date; 2024 standard equity grant was approximately $120,000 on March 15, 2024 (except directors not serving then).
Performance Compensation
| Item | Detail |
|---|---|
| Performance-linked director pay | None disclosed; director equity grants are time-based restricted stock (no PSU metrics for directors) |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None (for O’Keefe) |
| Compensation committee interlocks | None disclosed during 2024; O’Keefe served on the Compensation Committee beginning Nov 15, 2024. No Item 404 relationships for committee members. |
Expertise & Qualifications
- Audit/Financial expertise; designated Audit Committee Financial Expert.
- Operations and compensation experience; SaaS/software and technology infrastructure/services; M&A and independence.
- Healthcare and RCM familiarity through industry exposure.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 3,185 (unvested restricted stock) |
| Ownership as % of shares outstanding | <1% |
| Vested vs unvested | Vested: 0; Unvested: 3,185 |
| Stock ownership guidelines | Must hold ≥5x annual retainer within 5 years; retain net shares until met; “Once Met, Always Met.” |
| Compliance status | Company states all non-employee directors satisfy guidelines consistent with applicable time periods. |
| Pledging/hedging policy | Prohibited; directors may not pledge or hedge company stock. |
| Implied value of current holdings at 12/31/2024 | $62,820 (3,185 × $19.72) |
Governance Assessment
- Strengths: Independent director with Audit Committee Financial Expert designation; dual committee service (Audit, Compensation); strong governance framework with majority voting and contingent resignations, independent Chair, quarterly executive sessions, and annual board/committee evaluations; declassification initiative aligned with investor preferences; prohibition on hedging/pledging enhances alignment; related party transaction policy with no 2024 related person transactions disclosed.
- Compensation alignment: Equity grant and robust director ownership guidelines (≥5x retainer within 5 years) support skin-in-the-game; all non-employee directors compliant within applicable timeframes.
- Risk indicators: Minor compliance lapse—late Form 3 filing at time of her board election (administrative red flag to monitor); otherwise no Section 16(a) delinquency issues reported for her beyond that item.
- Shareholder engagement: Ongoing outreach covering ~41% of shares outstanding; focus areas include governance and compensation.
Overall, O’Keefe brings CFO-level financial rigor and audit expertise to two key committees, supporting board effectiveness; governance policies and ownership rules are favorable, with minimal conflict exposure and only a minor filing timeliness issue noted.