Michael Daughton
About Michael Daughton
Michael (Mike) Daughton was appointed Chief Business Officer of TruBridge, Inc. effective October 6, 2025, reporting directly to CEO Chris Fowler; he brings 30 years of commercial leadership in healthcare services and technology, including senior roles at MModal/AQuity, Optum, and most recently Chief Commercial Officer at EnableComp . His track record includes leading commercial execution behind multiple shareholder outcomes: 3M’s $1B acquisition of MModal’s technology business, AQuity’s dividend recapitalization, and AQuity’s subsequent sale to IKS Health, and he is tasked at TruBridge with client-centered excellence and growth . Upon appointment, his Form 3 disclosed no beneficial ownership of TruBridge securities and authorized a limited power of attorney for Section 16 filings, indicating early-stage equity alignment will depend on forthcoming grants and ownership guideline compliance . For context on the operating backdrop he enters, TruBridge delivered 2024 revenue growth of 5% (ex-AHT), net income growth of 50%, Adjusted EBITDA growth of 17% with margin +225 bps, cash from operations +$31M, leverage reduced to 3.0x, and TSR >75% for the year ended Dec 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EnableComp | Chief Commercial Officer | Not disclosed | Led commercial execution; focus on measurable impact for clients and investors |
| M*Modal and AQuity family | Senior commercial leadership | 10+ years | Drove multiple shareholder outcomes: 3M’s $1B acquisition of M*Modal’s tech business; AQuity dividend recap; subsequent sale to IKS Health |
| Optum | Sales leadership roles | Not disclosed | Built high-performing teams; enterprise value creation orientation |
External Roles
No public company board roles were disclosed in the company’s appointment announcement and related 8-K for Daughton .
Fixed Compensation
- Not disclosed as of the October 3, 2025 8-K; the filing announced his appointment but did not include an employment or compensatory arrangement for Daughton .
Performance Compensation
Company incentive design (context for 2025 programs; Daughton’s specific targets not disclosed):
- Annual cash incentive metrics and weightings used in 2024 (CEO weights shown separately; other NEOs as table below) .
| Metric | Weighting (NEOs) | Threshold Goal | Target Goal | Max Goal | 2024 Actual | Weighted Payout % |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 30% | 47.687 (50% of target) | 51.187 | 58.782 (200% of target) | 53.667 | 40% |
| Total Revenue ($MM) | 30% | 347.038 (50% of target) | 353.038 | 366.338 (200% of target) | 339.166 | 0% |
| Adjusted Operating Cash Flows ($MM) | 20% | 25.615 (50% of target) | 28.759 | 35.922 (200% of target) | 36.522 | 40% |
| Individual Goals | 20% (except CEO) | Threshold requires EBITDA threshold | Set per executive | Set per executive | 75–120% achievement | 15–24% |
Long-term equity structure (used for NEOs; design context for potential CBO grants):
- Performance Share Awards (60% of LTI): three-year performance period (2024–2026) using cumulative Adjusted Operating Cash Flows; earn 50% at 87% of target, 100% at target, 200% at ≥118%; ±15% TSR modifier vs Russell 2000 quartiles; cap at 200% .
- Time-based Restricted Stock (40% of LTI): vest one-third per year over three years (granted March 15, 2024) .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial ownership at appointment | “No securities are beneficially owned.” (Form 3 filed Oct 6, 2025) |
| Section 16 administration | Limited Power of Attorney appointing CEO and General Counsel to sign Forms 3/4/5 (executed Sept 29, 2025) |
| Pledging/Hedging policy | Insider Trading Policy prohibits pledging and hedging (short sales, options, derivatives), limiting misalignment risk |
| Stock ownership guidelines | Executives must hold Company stock equal to 2× base salary (CEO 5×), retain 100% of net shares until met; 5 years to comply; Once Met, Always Met approach |
Employment Terms
- Clawback policy: Adopted Oct 2023 under Dodd-Frank/Nasdaq; applies to all officers subject to Section 16 (including Daughton). Company disclosed a 2023 revenue correction and is analyzing recovery of erroneously awarded incentive-based compensation for Covered Officers for compensation received on/after Oct 2, 2023; amounts to be disclosed in a future filing .
- Standard executive severance template (context; Daughton’s agreement not disclosed): for certain executives other than the CEO, termination without Cause yields cash equal to 1× (base + target bonus) paid over 12 months, up to 12 months COBRA reimbursements, continued vesting of restricted stock during non-compete, and pro rata PSAs/cash incentives; termination without Cause within 12 months of Change in Control yields 1.5× (base + target bonus) lump sum and up to 12 months COBRA; non-compete/non-solicit typically 12 months .
- Compensation governance: Compensation Committee is independent; design emphasizes performance pay; “say‑on‑pay” support was 84% in 2024; peer benchmarking around median practices with a 14‑company peer set (Accolade, Health Catalyst, Healthstream, Model N, NextGen, Phreesia, PROS, etc.) .
Performance Compensation – 2024 Payouts (Context)
| Executive | Target Cash Bonus (% of Base) | Target ($) | Actual Paid ($) |
|---|---|---|---|
| CEO (Fowler) | 73% | 451,140 | 451,140 |
| CFO (Bassi) | 45% | 225,000 | 234,000 |
| Former COO (Dye) | 56% | 288,400 | 288,400 |
| Chief Sales Officer (Severance; MIP portion) | 60% | 210,000 | 210,000 |
| CTO&I (Cronkite) | 40% | 144,200 | 136,990 |
Compensation Structure Analysis
- Emphasis on at‑risk pay maintained: 60% of LTI via PSAs tied to multi‑year cash flow and relative TSR, with 40% time‑based equity; annual cash metrics add Adjusted Operating Cash Flows to reinforce cash discipline .
- Clawback enforcement posture strengthened post‑revision: the Audit Committee’s 2024 revisions triggered a clawback analysis for 2023 cash incentives (Recurring Revenue Growth component), improving downside governance .
- No pledging/hedging allowed; new officers must build positions under ownership guidelines within five years, supporting alignment .
Risk Indicators & Red Flags
- Restatement-related clawback analysis underway (2023 measurement corrections) – monitor resulting recovery disclosures under Item 402(w) for scope and precedent .
- Organizational change: elimination of CSO role (Oct 2025) suggests go‑to‑market reconfiguration; watch for execution continuity under Daughton’s remit .
- No current holdings or 10b5‑1 plan disclosed for Daughton; early filings reduce near‑term insider selling pressure but watch initial grant vesting/sale cadence once awarded .
Investment Implications
- Near‑term selling pressure risk is low given Form 3 shows no current holdings; monitor first equity grant (likely under the 2019 Incentive Plan) and any 10b5‑1 adoption to assess supply dynamics and planned diversification .
- Pay‑for‑performance alignment remains robust at the company level (multi‑metric annual plan and three‑year PSAs with TSR modifier); Daughton’s commercial execution background aligns with TruBridge’s focus on bookings, cash flow, and margin improvement disclosed for 2024 .
- Governance quality is supportive (independent Compensation Committee, clear clawback, anti‑pledging/hedging, ownership guidelines); watch for disclosure of Daughton’s specific employment and severance terms via future 8‑K/DEF 14A to refine retention risk and change‑of‑control economics .