Glenn P. Tobin
About Glenn P. Tobin
Independent Chairperson of the Board of TruBridge, Inc. since April 2019; first elected director in November 2017 (7 years of board service) and age 63 . Career spans healthcare analytics and technology: CEO of Crimson (Advisory Board’s health analytics division) until early 2017; SVP—Accountable Care Solutions at The Advisory Board Company; COO of CodeRyte (2010–2012); executive roles at Cerner (1998–2004); GM at Corporate Executive Board; consultant at McKinsey & Company . The Board has affirmatively determined he is independent under Nasdaq standards . He presides over executive sessions of independent directors following each regular quarterly meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Advisory Board Company (Crimson division) | CEO, Crimson (health analytics) | Until early 2017 | Led health analytics business through growth and integration within Advisory Board |
| The Advisory Board Company | SVP—Accountable Care Solutions | Beginning in 2012 | Drove accountable care and analytics strategy for provider clients |
| CodeRyte, Inc. | Chief Operating Officer | 2010–2012 | Operational leadership in clinical coding technology |
| Cerner Corporation | Executive roles | 1998–2004 | Senior roles across healthcare IT operations |
| Corporate Executive Board | General Manager | Not disclosed | Leadership role in corporate advisory/benchmarking services |
| McKinsey & Company | Consultant | Not disclosed | Strategy consulting foundation |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Current public company boards | — | — | None disclosed (0 current public boards) |
| Private/non-profit/academic boards | — | — | Not disclosed for Mr. Tobin specifically in 2025 proxy |
Board Governance
- Roles: Independent Chairperson of the Board (since April 2019); presides at Board and independent director executive sessions, sets agendas with CEO, leads governance matters .
- Independence: Board determined independent; only the CEO (Fowler) and former COO (Dye) are non-independent .
- Committees (current year framework): Member, Nominating & Corporate Governance Committee (10 meetings in 2024); Member, Innovation & Technology Committee (4 meetings in 2024) .
- Prior committee service: Served on Compensation Committee until February 7, 2024; no interlocks or related-party issues reported for 2024 .
- Attendance and engagement: Board met 16 times in 2024; no incumbent director attended less than 75%; all directors attended the 2024 Annual Meeting .
- Board structure change: Board pursuing declassification beginning 2026 pursuant to cooperation agreements with significant shareholders Pinetree and Ocho; recommends shareholder approval (Proposal 2) .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Cash fees earned (Chair retainer + committee fees) | $123,000 |
| Director cash retainer schedule (for context) | Chair $110,000; Nominating member $5,000; Innovation & Technology member $8,000; other committee fee schedule as disclosed |
| Total cash (implied) | $123,000 |
Performance Compensation
| Equity Grant | Grant Date | Type | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual director equity | Mar 15, 2024 | Time-based restricted stock | ~$120,000 | Vests on first anniversary |
| Unvested shares at 12/31/2024 | — | Time-based restricted stock | 11,964 shares (position) | As per director award schedule |
Notes:
- Directors receive full-value equity under a fixed-value policy; no stock options; grants align director interests with shareholders .
- Robust stock ownership guideline for directors equal to 5x annual retainer; directors must retain net shares until guideline is met; all non-employee directors currently satisfy guidelines consistent with allowed timeframes .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | None for Mr. Tobin (0) |
| Interlocks | Compensation Committee reported no interlocks or insider participation issues in 2024; Mr. Tobin served on the committee until Feb 7, 2024 |
| Related-party transactions | None in 2024; Audit Committee reviews any such transactions over $100k threshold |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Industry/Healthcare | Senior roles at Advisory Board, Cerner, CodeRyte; board “Healthcare” expertise flagged |
| Operations/Technology | Extensive operations and technology leadership; Innovation & Technology Committee member |
| Compensation/Governance | Experience noted in Board skills matrix; prior Compensation Committee service |
| Independence | Classified as independent by the Board |
| Age/Tenure | Age 63; 7 years as director |
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership | 46,311 shares (includes 11,964 unvested restricted stock) |
| % of shares outstanding | <1% (indicated with “*”) |
| Unvested director RS | 11,964 shares as of 12/31/2024 |
| Pledging/Hedging | Prohibited under Insider Trading Policy; directors and officers do not engage in pledging/hedging |
| Ownership guidelines | 5x annual retainer; all non-employee directors in compliance within applicable timeframes |
Governance Assessment
-
Strengths
- Independent Chair with deep healthcare analytics/IT background; chairs executive sessions and sets agendas enhancing oversight .
- High board independence (7 of 9); robust committee structure with Tobin on key governance and technology committees .
- Strong attendance; active board cadence (16 meetings in 2024) .
- Shareholder-aligned director pay mix with meaningful equity; stringent ownership guidelines; anti-hedging/pledging policy .
- Willingness to refresh governance (pursuit of board declassification via cooperation agreements) .
-
Watch items
- Company disclosed corrections to prior financials triggering a clawback analysis for certain officer 2023 cash bonuses (no recovery tied to PSAs); underscores importance of continued audit/risk oversight under board leadership .
- Shareholder activism led to cooperation agreements and board changes; continued focus on shareholder engagement and performance-aligned incentives is advisable .
-
Say-on-Pay context
- 2024 say-on-pay support at 84% (down from >92% in 2015–2023), still a passing margin but merits continued outreach; committee remains focused on profitability, revenue, and cash flow metrics .
-
RED FLAGS
- None identified specific to Mr. Tobin in 2024: no related-party transactions; independence affirmed; attendance above threshold; no hedging/pledging; no director-level clawback disclosures .