Christopher T. Hjelm
About Christopher T. Hjelm
Independent director of TruBridge, Inc. since December 2019; age 63; tenure ~5 years. Former EVP & CIO and earlier SVP & CIO of The Kroger Company; current board roles at cybersecurity and venture-tech firms. Chairs TBRG’s Innovation & Technology Committee and serves on Compensation and Nominating & Corporate Governance; the Board deems him independent under Nasdaq rules. Board met 16 times in 2024 and no incumbent director fell below 75% attendance; executive sessions of independent directors are held after each regular quarterly meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Kroger Company (NYSE: KR) | EVP & CIO | Sep 2015 – Aug 2019 | Senior technology and operations leadership; innovation oversight |
| The Kroger Company | SVP & CIO | 2005 – Sep 2015 | Led enterprise IT; digital operations and innovation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Inky Technology Corporation | Director | Current | Cybersecurity company (ML/computer vision anti‑phishing) |
| Wendal | Director | Current | Technology-based solution for venture capital |
| RingIT, Inc. | Strategic Advisor | Current | Advisory role |
| Kindred Healthcare, Inc. (NYSE, former) | Director (prior) | Prior | Healthcare services; prior public company board |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent (Board determined all directors independent except the CEO Fowler and former COO Dye) |
| Board leadership | Independent Chair (Glenn P. Tobin) |
| Committees | Innovation & Technology (Chair); Compensation (Member); Nominating & Corporate Governance (Member) |
| Committee meetings in 2024 | Innovation & Technology: 4; Compensation: 7; Nominating & Corporate Governance: 10 |
| Board meetings in 2024 | 16 (no incumbent director <75% attendance); all then‑directors attended 2024 annual meeting |
| Executive sessions | Held after each regular quarterly Board meeting; chaired by Independent Chair |
| Declassification | Board seeking shareholder approval to declassify beginning 2026 |
| Risk/Cyber oversight | Innovation & Technology Committee oversees IT/cyber; coordinates with GRC Committee and Audit |
| Stockholder engagement | Invited holders of ~56% of shares; meetings with ~41% since prior annual meeting |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (regular member) | $60,000 | 2024 schedule |
| Committee fees (Comp member) | $5,000 | 2024 schedule |
| Committee fees (NCG member) | $5,000 | 2024 schedule |
| Committee chair fee (Innovation & Technology) | $20,000 | 2024 schedule |
| Cash actually earned (Hjelm) | $88,750 | Reported fees earned in 2024 |
Performance Compensation (Equity – Director)
| Grant Type | Grant Date | Grant Value | Vesting | Notes |
|---|---|---|---|---|
| Time-based restricted stock (annual director grant) | Mar 15, 2024 | ~$119,999 | Vests on 1st anniversary | Fixed-value annual grant under director program |
| Equity actually reported (Hjelm) | 2024 | $119,999 | As above | Reported in director comp table |
Director stock ownership guidelines: 5x annual cash retainer; non-employee directors must retain net shares until compliant; Company discloses all non-employee directors currently satisfy the guidelines (within applicable time frames).
Other Directorships & Interlocks
- Current public company directorships: none (board matrix shows “Other Current Public Boards” = 0 for Hjelm).
- Compensation Committee interlocks/related-party: none requiring disclosure; no cross-compensation committee interlocks disclosed for 2024.
Expertise & Qualifications
- Technology and cybersecurity leadership; SaaS/software development; technology infrastructure/services; M&A; compensation committee experience; independence.
- Board believes his 25+ years of senior-level technology, operations, and innovation leadership plus prior public board experience add value.
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| Christopher T. Hjelm | 27,215 | <1% | As of Mar 7, 2025; address: c/o TruBridge |
Additional alignment and safeguards:
- Hedging and pledging of Company stock prohibited for directors; short sales and derivatives also prohibited.
- Non-employee director ownership requirement: 5x retainer; net share retention until achieved; “once met, always met” methodology.
Governance Assessment
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Strengths
- Independent director with relevant domain expertise; chairs the technology/cyber oversight committee, which met four times in 2024, complementing Board-level risk oversight.
- Active committee workload (three committees) and clean interlock/related-party profile bolster independence and effectiveness.
- Robust director compensation structure (cash + full-value equity), strong ownership guidelines (5x retainer), and anti‑hedging/pledging policy support alignment.
- Board declassification proposal, majority voting with contingent resignations, and executive sessions indicate governance responsiveness.
-
Watch items
- Company-level clawback process underway due to 2023 financial statement revisions; while not specific to Hjelm, Compensation Committee oversight (where he serves) will be scrutinized as outcomes are disclosed.
- Recent cooperation agreements with significant shareholders added new directors and shifted committee compositions; ongoing monitoring of board dynamics and independence is warranted.
-
RED FLAGS
- None disclosed specific to Hjelm: no related‑party transactions in 2024; no pledging/hedging; independence affirmed; attendance threshold met.