David A. Dye
About David A. Dye
David A. Dye (age 55) has served on TruBridge’s board since March 2002 (23 years of tenure). He is a long-time former executive: CEO (1999–2006), Board Chair (2006–2019), CFO (2010–2015), Chief Growth Officer (until Oct 2022) and COO (until Dec 31, 2024). He remains a director through completion of his current term but will not stand for re‑election at the 2026 annual meeting . The Board currently classifies him as not independent, given his recent executive role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TruBridge, Inc. | Chief Executive Officer | Jul 1999–May 2006 | Led the company; later Board Chair (2006–2019) |
| TruBridge, Inc. | Chairperson of the Board | May 2006–Apr 2019 | Board leadership |
| TruBridge, Inc. | Chief Financial Officer, Secretary & Treasurer | Jun 2010–Nov 2015 | Finance oversight |
| TruBridge, Inc. | Chief Growth Officer | Until Oct 2022 | Growth initiatives |
| TruBridge, Inc. | Chief Operating Officer | Until Dec 31, 2024 | Operations leadership |
| Bulow Biotech Prosthetics | Director | Jul 2006–Oct 2018 | Private company board; clinics in Southeastern U.S. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bulow Biotech Prosthetics | Director | Jul 2006–Oct 2018 | Private company (not a current public board) |
Board Governance
- Committee assignments: Dye is not listed on any of the four standing committees (Audit, Compensation, Nominating & Corporate Governance, Innovation & Technology) .
- Independence: Board determined all directors are independent except CEO Christopher L. Fowler and Mr. Dye (former COO) .
- Attendance: Board met 16 times in 2024; no incumbent director attended less than 75% of Board/committee meetings; all directors at the time attended the 2024 annual meeting .
- Leadership structure: Independent Chair (Glenn P. Tobin); executive sessions each quarterly meeting .
- Board declassification: In Feb 2025, cooperation agreements with major investors (Pinetree; Ocho Investments) led to adding two directors and proposing to declassify the board beginning 2026 .
Fixed Compensation
| Item | 2024 | Source |
|---|---|---|
| Base Salary (as NEO COO) | $515,000 | |
| Director Fees (non-employee) | N/A in 2024 (he was an employee; directors who are employees receive no director compensation) | |
| Non-Employee Director Annual Retainers (program) | Chair $110,000; Member $60,000; Committee chair/member fees as listed |
Performance Compensation
| Metric | Weight | Threshold | Target | Max | 2024 Actual | Payout Component |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 30% | $47.687m | $51.187m | $58.782m | $53.667m | 40% |
| Total Revenue | 30% | $347.038m | $353.038m | $366.338m | $339.166m | 0% |
| Adjusted Operating Cash Flows | 20% | $25.615m | $28.759m | $35.922m | $36.522m | 40% |
| Individual Goals | 20% | Threshold requires EBITDA threshold | N/A | N/A | Achieved 75–120% across NEOs | 15–24% (Committee discretion) |
| Award | Target/Paid | 2024 Value |
|---|---|---|
| Target cash bonus (56% of salary) | $288,400 | $288,400 paid (equal to target based on weighted metrics) |
| 2024 Performance Share Award (PSA) target | 42,823 shares; grant date fair value $453,924 | Performance metric: cumulative Adjusted Operating Cash Flows (2024–2026) with TSR modifier; Dye eligible for pro‑rata (1/3) due to 2024 termination |
| 2024 Time-based Restricted Stock | 28,548 shares; grant date fair value $286,336 | Vests 1/3 annually from Mar 15, 2025; continued vesting through Jun 30, 2026 per severance |
| 2022 PSAs payout | 0% of target (forfeited) | 0% due to performance outcome |
Performance metrics definitions and rationale (Adjusted EBITDA, Total Revenue, Adjusted Operating Cash Flows) are described in the CD&A; the committee linearly interpolates between thresholds and targets .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None (chart shows “Other Current Public Boards: 0”) |
| Investor interlocks on TBRG board | Pinetree and Ocho Investments added designees (Jerry G. Canada; Andris Upitis) in Feb 2025; Dye not tied to those investors |
| Related party transactions (2024) | None reported for directors/officers |
Expertise & Qualifications
- Executive experience: Operations, sales/marketing/PR, investor relations; capital allocation and M&A background; healthcare, revenue cycle management, technology infrastructure/services expertise .
- Board financial expertise: Experience matrix shows accounting/financial competency; long tenure (23 years) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| David A. Dye | 141,069 | <1% | Includes 46,800 held by trust; includes 29,895 unvested RS eligible to vest during severance period |
- Stock ownership guidelines: Non‑employee directors must hold at least 5x annual retainer; company states all non‑employee directors currently satisfy guidelines and must retain net shares until meeting guideline .
- Hedging/pledging: Prohibited by Insider Trading Policy; company notes no directors/officers engage in pledging/hedging transactions .
Insider Trades
| Filing Date | Transaction Date | Type | Shares | Price | Post-Txn Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-03-14 | 2025-03-13 | Award (Restricted/Common) | 4,376 | $0.00 | 98,645 | https://www.sec.gov/Archives/edgar/data/1169445/000116944525000033/0001169445-25-000033-index.htm |
| 2024-03-19 | 2024-03-15 | Award (Restricted/Common) | 28,548 | $0.00 | 94,269 | https://www.sec.gov/Archives/edgar/data/1169445/000116944524000034/0001169445-24-000034-index.htm |
| 2024-03-11 | 2024-03-07 | Tax withholding (F) | 2,154 | $8.07 | 66,586 | https://www.sec.gov/Archives/edgar/data/1169445/000116944524000011/0001169445-24-000011-index.htm |
| 2024-03-11 | 2024-03-08 | Tax withholding (F) | 865 | $8.98 | 65,721 | https://www.sec.gov/Archives/edgar/data/1169445/000116944524000011/0001169445-24-000011-index.htm |
Data: Insider-trades skill fetch, current ownership positions embedded in each Form 4 record.
Governance Assessment
- Independence: Dye is not independent under Nasdaq standards due to recent executive role; this can constrain committee eligibility and perceived board independence until sufficient cooling‑off .
- Committee roles: Dye holds no committee assignments; governance oversight by independent directors/chairs appears robust, but Dye’s lack of committee roles reduces direct influence on audit/comp/nom-gov matters .
- Severance terms and ongoing equity vesting: Board determined his Dec 31, 2024 termination was “without Cause,” entitling him to 18 months of salary+target bonus (1.5x), 18 months COBRA reimbursement, continued RS vesting through Jun 30, 2026, and pro‑rata PSAs—key retention covenants (non‑compete, non‑solicit, confidentiality) apply for 18 months .
- Clawback and restatement/revision: 2024 10‑K corrected prior revenue errors and triggered clawback analysis; 2023 cash bonuses for covered officers (including Dye) were partially “erroneously awarded” and subject to recovery; amounts pending determination at proxy filing—red flag for control quality but mitigated by adopted clawback policy and audit committee oversight .
- Say‑on‑pay context: 2024 say‑on‑pay support dropped to 84% from >92% prior years, driven primarily by one large stockholder voting against management proposals; compensation committee kept performance‑linked design .
- Related‑party exposures: None in 2024; Audit Committee reviews any >$100k related‑person transactions (threshold below SEC $120k) .
- Board refresh and investor influence: Cooperation agreements added investor‑affiliated directors and initiated declassification—positive for annual accountability but signals shareholder pressure influencing governance .
RED FLAGS: Non‑independence (recent executive), clawback-triggered bonus recovery for 2023, ongoing equity vesting tied to severance (alignment risk if prolonged), investor‑driven board changes indicating prior governance concerns .
Director Compensation (Program)
| Position | Annual Cash Retainer | Equity Grant (typical) |
|---|---|---|
| Chairperson | $110,000 | ~$120,000 RS (vest in 1 year) |
| Regular Director | $60,000 | ~$120,000 RS (vest in 1 year) |
| Committee Chairs/Members | Audit Chair $20,000; Member $8,000; Compensation Chair $12,500; Member $5,000; Nominating Chair $10,000; Member $5,000; Innovation Chair $20,000; Member $8,000 | Equity under 2019 Incentive Plan; emphasis on equity mix and ownership guidelines |
Notes: Employee directors receive no director compensation; equity awards governed by the 2019 Incentive Plan (no repricing; clawbacks; $400k annual cap for director cash+equity) .
Equity Ownership & Alignment
- Stock ownership guidelines: Non‑employee directors must reach 5x retainer within 5 years; retain net shares until met; “Once Met, Always Met” approach; company states all non‑employee directors currently comply .
- Insider Policy: Prohibits pledging/hedging; option repricing banned in the plan; independent administration of the plan .
Summary Implications for Investors
- Governance quality appears strengthened by independent chair, regular executive sessions, and robust committee oversight, but Dye’s non‑independence is a continuing consideration until the cooling‑off period lapses .
- Compensation alignment: Dye’s 2024 pay was majority at‑risk (bonus and PSAs) with cash‑flow focused metrics; severance continuation of vesting through mid‑2026 raises alignment questions, partially mitigated by non‑compete and clawback framework .
- Board accountability is increasing via declassification; recent investor influence suggests prior governance/performance concerns—monitor board reconstitution, committee assignments, and independence transitions in 2026 .