Christopher L. Fowler
About Christopher L. Fowler
Christopher L. Fowler, 49, is President and Chief Executive Officer of TruBridge, Inc. and has served as a director since July 1, 2022 . In 2024, TruBridge delivered >75% TSR for the year, 5% revenue growth (adjusted for the AHT divestiture), 50% net income growth, 17% Adjusted EBITDA growth and +225 bps Adjusted EBITDA margin expansion; operating cash flow improved by $31 million and leverage fell to 3.0x by Q4 2024 . Q3 2025 results and guidance indicate continued profitability improvement (Q3 Adjusted EBITDA $16.3M; FY25 Adjusted EBITDA guidance raised to $65–68M) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| TruBridge, Inc. | President & CEO; Director | Jul 1, 2022 – present | Leads profitability/cash-flow focus; 2024 TSR >75%, margin expansion, deleveraging to 3.0x . |
| TruBridge, Inc. | Chief Operating Officer | Nov 2015 – Jun 2022 | Senior executive oversight across operations . |
| TruBridge, LLC | President | Jan 2013 – Nov 2015 | Led formation and growth of TruBridge services unit . |
| TruBridge, Inc. | VP — Business Management Services | Mar 2008 – Jan 2013 | Drove BMS operations . |
| TruBridge, Inc. | Assistant Director/Director, Business Management Services | Aug 2004 – Mar 2008 | Advanced operational leadership . |
| TruBridge, Inc. | Manager, Financial Software Services; Software Support Representative | May 2000 – Aug 2004 | Early career; product/financial systems support . |
External Roles
None disclosed (no current other public company boards for Fowler) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 550,000 | 614,539 | 618,000 |
| Target Bonus (% of salary) | — | — | 73% |
| Actual Annual Cash Incentive ($) | 217,970 | 64,256 | 451,140 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 (CEO-specific weights)
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout result |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 37.5% | $47.687M | $51.187M | $58.782M | $53.667M | Counted toward payout (metric paid) |
| Total Revenue | 37.5% | $347.038M | $353.038M | $366.338M | $339.166M | 0% for this metric |
| Adjusted Operating Cash Flows | 25.0% | $25.615M | $28.759M | $35.922M | $36.522M | Counted toward payout (metric paid) |
| Individual Goals | 0% (not applicable to CEO) | — | — | — | — | — |
| Actual AIP payout | — | — | Target $451,140 | — | — | $451,140 (100% of target) |
Notes:
- CEO weightings differ from other NEOs (CEO excludes individual goals; weights 37.5%/37.5%/25%) .
- Company-wide determination: participants earned 95%–104% of target for 2024; CEO’s actual equals target .
Long-Term Incentives (granted March 15, 2024)
| Award | Grant date | Terms | Target shares | Target grant-date value ($) |
|---|---|---|---|---|
| Performance Share Awards (PSAs) | Mar 15, 2024 | 3-year (2024–2026) based on cumulative Adjusted Operating Cash Flows; 50%/100%/200% at 87%/100%/118% of target; ±15% TSR modifier vs Russell 2000 (cap 200%) | 74,776 | 750,000 |
| Time-based Restricted Stock (RS) | Mar 15, 2024 | Vests 1/3 annually on each of first three anniversaries (starting Mar 15, 2025) | 49,850 | 500,000 |
Additional context:
- 2022 PSAs (Adjusted EPS growth, 3-year) paid 0% and were forfeited .
- Company does not use stock options in executive grants (RS and PSAs only) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (CEO) | 128,327 shares, including 62,112 unvested RS and 16 shares held by spouse . |
| Shares outstanding (as of Mar 6, 2025) | 14,891,379 . |
| Ownership as % of outstanding | 0.86% (128,327 / 14,891,379), computed from disclosed values . |
| Unvested RS by grant (12/31/2024) | 49,850 (3/15/2024); 14,255 (3/7/2023); 5,135 (7/1/2022); 2,693 (3/7/2022). All RS vest 1/3 annually on grant anniversaries . |
| Unearned PSAs (12/31/2024) | 74,776 (2024–2026 PSA; target); 8,018 (2023–2025 PSA; threshold reflected) . |
| Pledging/hedging | Prohibited by Insider Trading Policy; none of directors or officers currently engage in pledging or hedging . |
| Executive ownership guidelines | CEO: 5x base salary; must retain 100% of net shares until met; all current executive officers satisfy guidelines consistent with their time periods . |
Selected values of outstanding equity at 12/31/2024 (for reference, using $19.72/share):
- RS market value: $983,042 for 3/15/2024 grant; other grant values as disclosed .
- PSA “market or payout value” at target for 2024 PSAs: $1,474,583 (target shares × $19.72) .
Employment Terms
| Provision | Key terms (CEO) |
|---|---|
| Employment agreement | Effective on appointment as CEO (Jul 1, 2022); at-will, 30 days’ notice . |
| Without Cause / Good Reason | 1.5× (salary + target bonus) paid over 18 months; 18 months COBRA reimbursements; continued vesting of RS for 18 months (subject to restrictive covenants); pro rata AIP and PSAs based on actual performance . |
| Change in Control (CIC) only | No cash severance; 2022–2023 RS accelerate; 2022–2023 PSAs issued at target; 2024 RS do not accelerate; 2024 PSAs do not issue on CIC alone . |
| CIC + termination (double-trigger) | 2× (salary + target bonus) lump sum; 18 months COBRA; 2022–2023 RS accelerate; 2022–2023 PSAs delivered at target; 2024 RS accelerate; 2024 PSAs issuable at greater of target or projected performance . |
| Restrictive covenants | Confidentiality, non-competition and non-solicitation (continued RS vesting tied to compliance during 18 months) . |
| Clawback | Dodd-Frank compliant policy adopted Oct 2023; Company is recovering erroneously awarded portions of 2023 cash bonuses due to 2023 revenue corrections; amounts pending determination (covered officers include Fowler) . |
| Perquisites & retirement | No executive perquisites; no pension/SERP; 401(k) match up to $2,000 per employee in 2024 . |
Potential payments table (illustrative, assuming Dec 31, 2024 reference) is disclosed in the proxy .
Board Governance
- Director since July 1, 2022; not independent (as CEO). Seven of nine directors are independent; independent Chair (Glenn P. Tobin) with CEO/Chair roles separated since IPO .
- Committees: Fowler is not listed on Audit, Compensation, Nominating & Corporate Governance, or Innovation & Technology Committees .
- Board activity/attendance: Board met 16 times in 2024; no incumbent director attended <75% of meetings/committee meetings while serving .
- Declassification: Company seeking stockholder approval in 2025 to declassify the Board beginning with the 2026 meeting (pursuant to cooperation agreements with major investors) .
- Director compensation: Employee-directors (including Fowler) receive no additional director compensation .
Director/Executive Compensation Trends
| Component (CEO) | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Stock Awards (grant-date fair value) | 1,238,352 | 1,625,994 | 1,292,621 |
| Non-Equity Incentive (AIP) | 217,970 | 64,256 | 451,140 |
| Total Compensation | 2,008,322 | 2,306,789 | 2,363,761 |
Notes:
- LTI mix favors performance equity (PSAs 60%, RS 40%) to align with long-term outcomes .
- Compensation design targets around market median (50th percentile) versus peer group; peer group names are disclosed (e.g., HSTM, MODN, PHR, PRO, etc.) .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support historically >92% from 2015–2023; 84% in 2024 (attributed primarily to one large stockholder voting against all management proposals except auditor ratification); committee retained design with continued performance emphasis .
Performance & Track Record
- 2024: Revenue +5% (ex-AHT), net income +50%, Adjusted EBITDA +17% and +225 bps margin expansion; operating cash flow +$31M; debt principal reduced by $23M, leverage to 3.0x by Q4 2024; TSR >75% for the year .
- 2025 (Q3): Revenue $86.1M, Adjusted EBITDA $16.3M (19% margin); FY25 guidance: revenue $345–348M; Adjusted EBITDA $65–68M (raised) .
- Execution focus areas per management: client retention improvement; moving upstream to larger deals creates longer implementations; building India presence; leadership additions to drive commercial execution .
Risk Indicators & Red Flags
- Restatement-related revisions: 2023 financial statement corrections reduced 2023 recurring revenue growth; clawback recovery of portions of 2023 bonuses for covered officers underway .
- Activism/cooperation agreements: February 2025 agreements with major investors (Pinetree and Ocho) added two directors and prompted board declassification proposal .
- Related party transactions: None in 2024 .
- Hedging/pledging: Prohibited (reduces alignment risk concerns) .
Equity Supply/Vesting (Insider Selling Pressure)
- Time-based RS from Mar 15, 2024 vests in three equal annual tranches on each of the first three anniversaries (2025, 2026, 2027), creating potential periodic liquidity events; similar schedules for prior RS grants (Mar 7, 2023; Jul 1, 2022; Mar 7, 2022) .
- Company prohibits pledging/hedging and requires 100% net share retention until ownership guidelines are met, moderating forced-selling risk .
Compensation Committee & Governance Practices
- Compensation Committee (all independent) oversees peer benchmarking, incentive design and clawback policy; uses independent consultant FW Cook; reviews risk in pay programs; stock ownership and equity retention policies in place .
Investment Implications
- Pay-for-performance alignment: 2024 AIP tied to profitability and cash generation delivered at target for the CEO, consistent with strong Adjusted EBITDA and operating cash flow outcomes; LTI mix skews to PSAs with cash flow targets and a relative TSR modifier, reinforcing long-term value creation .
- Retention and change-in-control: CEO protections (1.5× severance; 2× on double-trigger CIC) are moderate; 2024 awards avoid single-trigger acceleration, which is a shareholder-friendly evolution versus older grants .
- Governance and activism: Independent chair and heightened board independence mitigate CEO/Director dual-role concerns; declassification and investor-driven refresh increase accountability and may catalyze continued operational improvements and capital allocation discipline .
- Watch items: Completion and disclosure of clawback recoveries tied to 2023 revisions; progress on bookings, client retention, and India build-out; upcoming RS/PSA vesting calendars (potential supply) .