Jerry G. Canada
About Jerry G. Canada
Independent Class II director at TruBridge (TBRG) since February 11, 2025; age 60. Former President of the Healthcare Group at N. Harris Computer (Constellation Software subsidiary), with >20 years in healthcare software and revenue cycle management, and founder of MCS Spectrum. Currently serves on the Compensation Committee; the Board determined he is independent. He was appointed as part of cooperation agreements with major shareholders, yet is not a stockholder designee and is treated as an independent director under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| N. Harris Computer (Constellation Software) | President, Healthcare Group | 2015–Dec 31, 2024 | Led financial results, strategy, and growth of healthcare business units |
| N. Harris Computer | President, Public Sector & School Group | 2012–2015 | Executive leadership across additional verticals |
| N. Harris Computer | Various executive roles post-acquisition | 2002–2012 | Executive roles following Harris’ acquisition of MCS Spectrum |
| MCS Spectrum | Founder and President | 1991–2002 | Founded and led the company until acquisition by Harris |
| Comptek Research; Barrister Information Systems | Software-related positions | Not disclosed | Early software/IT operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Canisius University | Board of Trustees | Not disclosed | Current trustee |
| InfoTech Niagara | Initial founder; past board member | Not disclosed | Regional tech industry group |
Board Governance
- Committee assignment: Compensation Committee (member). Independent under Nasdaq and SEC standards.
- Appointment date: February 11, 2025 (Class II director; standing for election at 2025 annual meeting).
- Board structure: Declassification proposal to move to annual elections beginning 2026; majority voting with contingent resignations.
- Chair: Independent Chairperson (Glenn P. Tobin). Executive sessions of independent directors held after each regular quarterly Board meeting.
- 2024 attendance baseline: Board met 16 times; none of the incumbent directors attended <75% of meetings (Canada was not on the Board in 2024).
Fixed Compensation
Non-employee director pay program (current structure that applies to Canada as a new non-management director):
| Component | Amount / Terms |
|---|---|
| Annual cash retainer (director) | $60,000 |
| Chair of Board | $110,000 |
| Audit Committee – Chair / Member | $20,000 / $8,000 |
| Compensation Committee – Chair / Member | $12,500 / $5,000 |
| Nominating & Corporate Governance – Chair / Member | $10,000 / $5,000 |
| Innovation & Technology – Chair / Member | $20,000 / $8,000 |
| Equity grant | Time-based restricted stock with ~$120,000 grant-date fair value; vests on first anniversary (program detail) |
| New director pay application | New directors receive the same compensation as other non-management directors (per 8-K on appointment) |
Notes:
- Equity awards for directors are time-based restricted stock; no options are granted to directors.
Performance Compensation
| Director Performance Metrics | Structure |
|---|---|
| None | Non-employee directors do not have performance-based cash or PSU/option awards; equity is time-based restricted stock to align interests |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (for Canada) |
| Committee roles at other public companies | Not disclosed |
| Interlocks/related-party links | None disclosed; Company reported no related person transactions in 2024 |
Expertise & Qualifications
- Healthcare software leadership; revenue cycle management; SaaS/technology infrastructure.
- Compensation oversight experience (serves on TBRG’s Compensation Committee).
- Board matrix lists strengths in Operations, Sales/Marketing, Compensation, Capital Allocation; not designated an Audit Committee financial expert.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 0 shares (as of March 7, 2025) |
| % of outstanding | <1% |
| Vested vs. unvested | Not disclosed for Canada (new director in 2025; 2024 table covers prior directors) |
| Pledged shares | Prohibited by policy; none of the directors or officers currently engage in pledging/hedging |
| Hedging/derivatives | Prohibited (short sales, options/derivatives, monetization/hedging transactions) |
| Ownership guidelines | Must hold shares equal to 5× annual cash retainer within 5 years; must retain all net shares until compliant |
| Compliance status statement | Company states all non-employee directors currently satisfy guidelines consistent with applicable time periods to achieve required levels |
Governance Assessment
- Independence and appointment context: Canada is independent and was added via cooperation agreements with Pinetree/L6 and Ocho to refresh the Board; Pinetree explicitly acknowledges neither new director (including Canada) is its designee or representative, mitigating influence risk. Upitis (not Canada) is an Ocho designee under a confidentiality agreement. Overall, activism context with guardrails (standstills, voting commitments, no designee status for Canada).
- Committee effectiveness: Placement on the Compensation Committee adds operator/RCM perspective to executive pay oversight; the Committee uses independent consultant FW Cook and found no consultant conflicts, a positive governance practice.
- Director pay alignment: Balanced cash/equity with emphasis on equity via fixed-value RS grants; robust 5× retainer stock ownership guideline and strict hedging/pledging prohibitions support alignment with shareholders.
- Attendance/engagement: 2024 Board attendance met expectations (baseline); as a 2025 appointee, Canada’s 2025 attendance should be monitored to confirm engagement.
- Conflicts/related parties: No related person transactions reported for 2024; 8-K affirms no family relationships or material interests for Canada in disclosable transactions.
- Shareholder responsiveness: Declassification proposal and termination of the rights plan signal improved shareholder rights; say-on-pay support was 84% in 2024 (below prior 92%+ trend but still strong), with ongoing investor outreach.