Andris Upitis
About Andris Upitis
Andris Upitis (age 50) is an independent Class II director at TruBridge (TBRG), elected February 11, 2025 pursuant to cooperation agreements the company signed with two large shareholders (Pinetree and Ocho Investments). He leads Ocho Capital LLC/Ocho Investments LLC (family office) since 2011, previously serving as Portfolio Manager and Management Committee member at Viking Global Investors (2005–2011) and a Director at Credit Suisse (1998–2005). He beneficially owns 7.5% of TBRG through Ocho, aligning him meaningfully with shareholders; the Board classifies him as independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ocho Capital LLC / Ocho Investments LLC | Head (family office investing in public/private companies) | 2011–present | Significant TBRG shareholder via Ocho; party to cooperation agreement leading to board declassification proposal |
| Atlas Project (501(c)(3)) | Co‑Founder and Executive Director | 2017–2023 | Nonprofit leadership (personal growth focus) |
| Viking Global Investors | Portfolio Manager; Management Committee member | 2005–2011 | Public markets investing and capital allocation |
| Credit Suisse | Director (sell‑side research and investment banking) | 1998–2005 | Capital markets and advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private companies | Director | Current | Serves on several private company boards (names not disclosed) |
| Current public company boards | — | — | None disclosed for Upitis |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (NCG). Not a chair.
- Independence: Board determined 7 of 9 directors are independent; Upitis is classified independent under Nasdaq standards.
- Board structure and refresh: In Feb-2025, TBRG entered cooperation agreements with Pinetree and Ocho; Upitis and Jerry Canada joined the Board (Class II nominees). The Board is seeking stockholder approval to declassify the Board beginning with the 2026 annual meeting.
- Executive sessions: Independent director executive sessions occur after each regular quarterly Board meeting.
- Attendance baseline: Board met 16 times in 2024; no incumbent director was below 75% attendance. (Upitis joined in 2025, so no 2024 attendance record.)
Fixed Compensation (Non‑Employee Director Program Structure)
| Component | Amount/Frequency | Notes |
|---|---|---|
| Board annual cash retainer (regular member) | $60,000 | Paid quarterly in advance |
| Board Chair retainer (if applicable) | $110,000 | Independent Chair currently Glenn P. Tobin |
| Audit Committee – Chair / Member | $20,000 / $8,000 | Annual fees |
| Compensation Committee – Chair / Member | $12,500 / $5,000 | Annual fees |
| Nominating & Corporate Governance – Chair / Member | $10,000 / $5,000 | Annual fees |
| Innovation & Technology – Chair / Member | $20,000 / $8,000 | Annual fees |
Director Service in 2024: Upitis was elected Feb 11, 2025 and therefore did not receive 2024 director fees in the disclosed table (2024 director compensation table excludes him).
Performance Compensation (Equity for Directors)
| Equity Element | Typical Value | Vesting/Terms | Notes |
|---|---|---|---|
| Annual restricted stock grant to non‑employee directors | ~$120,000 grant‑date fair value | Vests on first anniversary of grant date | Applies to directors serving at grant; March 15, 2024 grants shown (new 2025 appointees excluded from 2024 table; 2025 grants not yet disclosed) |
- Stock ownership guidelines for directors: Must hold shares equal to at least 5x annual retainer within 5 years; required to retain net shares until compliant. Company states all non‑employee directors meet guidelines consistent with applicable time periods.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Upitis |
| Interlocks/reciprocal comp committee ties | None disclosed in 2024 Compensation Committee interlocks section |
| Related party transactions | None in 2024 (policy threshold $100,000; Audit Committee reviews; none disclosed) |
Expertise & Qualifications
- 28+ years in finance, public markets, and capital allocation; former PM and Management Committee member at Viking Global; prior Credit Suisse research/banking; family office lead (Ocho).
- Board skills matrix shows him with independence, capital allocation, M&A, technology infrastructure/services, SaaS/software, and investor relations experience; age 50; no current public boards.
- Governance orientation: appointment tied to shareholder cooperation agreements; assigned to NCG, which oversees Board composition, ESG strategy, evaluations, and stockholder proposals.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes/Footnotes |
|---|---|---|---|
| Ocho Investments LLC and Andris Upitis (shared voting/dispositive power) | 1,114,178 | 7.5% | Upitis is sole manager of Ocho; may be deemed beneficial owner (based on 14,891,379 shares outstanding) |
| Hedging/pledging | — | — | Company policy prohibits hedging and pledging; none of the directors/officers currently engage in such transactions |
Governance Assessment
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Strengths and positive signals
- Material ownership alignment: 7.5% beneficial stake via Ocho creates strong “skin‑in‑the‑game.” Stock ownership guidelines further reinforce alignment and require retention until compliance.
- Governance reforms underway: Appointment via cooperation agreements coincided with Board‑backed declassification proposal (annual elections from 2026), a shareholder‑friendly move favored by many institutions.
- Independent status and NCG placement: Classified as independent by the Board; NCG remit includes Board composition, director evaluations, ESG oversight, and stockholder proposals—key levers for governance quality.
- Strong conduct guardrails: Robust insider policy with explicit hedging/pledging prohibitions; director education and compliance frameworks.
-
Watch items and potential conflicts
- Investor‑director dynamic: Upitis is sole manager of an investor that owns 7.5% and is party to cooperation agreements that influenced Board composition and declassification. While the Board deems him independent, investors should monitor for perceived conflicts, particularly given his seat on the NCG (which oversees Board nominations and governance).
- Concentrated influence: Large ownership plus committee role may amplify influence over governance processes; transparent disclosure and consistent adherence to conflict‑management protocols and recusal practices are key. (NCG charter and related‑party policy are in place; no related‑party transactions in 2024.)
-
Board effectiveness context
- The Board met 16 times in 2024 with strong attendance; independent executive sessions are held quarterly; stockholder engagement covered holders representing ~41% of shares outstanding during the year.
- Compensation and governance practices emphasize performance and shareholder alignment at the executive level; 2024 say‑on‑pay received 84% support (historically >92% through 2023).
RED FLAGS
- Activism/cooperation influence on nominations (perceived independence risk if not well‑managed)
- Significant ownership combined with NCG role (requires vigilant conflict oversight and transparent processes)