Regina M. Benjamin
About Regina M. Benjamin
Regina M. Benjamin, M.D., MBA, is an independent Class III director of TruBridge, Inc., first elected in November 2017. She previously served as the 18th U.S. Surgeon General (2009–2013) and is CEO of BayouClinic, Inc., which she founded in 1990; she was the first person under 40 elected to the AMA Board of Trustees (1995) and the first African American female president of a state medical society (Medical Association of Alabama, 2004). She is 68 years old and brings deep healthcare, regulatory, and compliance expertise to the Board .
Past Roles
| Organization | Role | Tenure/Date | Committees/Impact |
|---|---|---|---|
| U.S. Public Health Service | U.S. Surgeon General and Vice Admiral | 2009–2013 | National leadership on public health; regulatory and compliance experience |
| BayouClinic, Inc. | Chief Executive Officer, Founder | Founded 1990; current | Community healthcare leadership and operations |
| American Medical Association | Board of Trustees (first under age 40) | 1995 | National physician governance |
| Medical Association of Alabama | President (first African American female) | 2004 | State medical society leadership |
External Roles
| Organization | Role | Public/Private | Committees |
|---|---|---|---|
| Doximity, Inc. (NYSE: DOCS) | Director | Public | Audit Committee |
| Kaiser Foundation Hospitals and Health Plan | Independent Director | Private/Non-profit | Not disclosed |
| Ascension Health Alliance | Independent Director | Private/Non-profit | Not disclosed |
| Everly Health | Independent Director | Private | Not disclosed |
| Prolacta Bioscience | Independent Director | Private | Not disclosed |
| Prior: Oak Street Health, ConvaTec, Alere Inc., Diplomat Pharmacy, Professional Disposables International | Former Director | Public/Private | Various, not detailed |
Board Governance
- Independence: Independent director under Nasdaq standards; all current members of Audit, Compensation, Nominating & Corporate Governance (NCG), and Innovation & Technology committees meet heightened independence where applicable .
- Committee assignments (current):
- Chair, Nominating & Corporate Governance Committee (10 meetings in 2024) .
- Member, Audit Committee (5 meetings in 2024); audit committee financial expert designations: Mark V. Anquillare and Amy K. O’Keefe (not Dr. Benjamin) .
- Attendance and engagement: Board met 16 times in 2024; none of the incumbent directors attended less than 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: Independent Chair (Glenn P. Tobin); executive sessions held after each regular quarterly meeting .
- Governance process: Annual Board/committee/self-evaluations with action items to improve management interaction and critical information flow .
- ESG oversight: As NCG Chair, scope includes ESG policies, disclosures, and strategy review .
- Board refresh and declassification: Upon NCG recommendation, the Board unanimously approved submitting a charter amendment to declassify the Board beginning with the 2026 Annual Meeting .
Fixed Compensation
| Component | Policy/Amount | 2024 Amount for Dr. Benjamin |
|---|---|---|
| Annual cash retainer (non-employee director) | $60,000 | $60,000 (included in “Fees Earned”) |
| Committee chair fee (NCG) | $10,000 | $10,000 |
| Committee member fee (Audit) | $8,000 | $8,000 |
| Meeting fees | None disclosed | $0 |
| Total cash paid (2024) | — | $80,000 |
Notes: Director fees reviewed annually; structure emphasizes equity plus differentiated committee workloads .
Performance Compensation
| Equity Element | Grant Date | Grant Value | Instrument | Vesting | Notes |
|---|---|---|---|---|---|
| Annual director equity | Mar 15, 2024 | ~$120,000 | Time-based restricted stock | Vests on first anniversary | Fixed-value grant approach for all non-employee directors serving at the time |
- Performance metrics: None for director equity; grants are time-based RS (no performance conditions) .
Other Directorships & Interlocks
- Current public company board: Doximity, Inc.; Audit Committee member .
- Compensation Committee interlocks: None during 2024 (at company level) .
- Related person transactions: None in 2024 (company-wide) .
Expertise & Qualifications
- Board skills matrix highlights: Healthcare, operations, sales/marketing, M&A, risk/regulatory, independence; one current public board; age 68; tenure ~7 years at TBRG .
- NCG Chair oversight of Board composition, independence, evaluations, and ESG .
Equity Ownership
| Item | Value | Source |
|---|---|---|
| Total beneficial ownership (shares) | 34,311 | |
| Unvested restricted shares | 11,964 | |
| Estimated vested shares | 22,347 (34,311 − 11,964) | Derived from and |
| Shares outstanding reference | 14,891,379 (as of Mar 6, 2025) | |
| Ownership as % of shares outstanding | ~0.23% (34,311 / 14,891,379) | Computed from |
| Hedging/pledging | Prohibited by policy; none of directors/officers currently engage in pledging/hedging | |
| Director stock ownership guideline | 5× annual retainer; retain net shares until compliant | |
| Compliance with guidelines | All non-employee directors currently satisfy guidelines (within applicable timeframes) |
Governance Assessment
- Positives / investor confidence signals:
- Independent director; chairs NCG with formal mandate over Board composition, independence, evaluations, and ESG—key to governance quality .
- Solid engagement and oversight: Board/committee self-evaluations with action follow-up; strong attendance; independent Chair and regular executive sessions .
- Shareholder-responsive governance: NCG recommended Board declassification; Board unanimously advanced proposal for 2026 annual elections .
- Alignment: Meaningful equity retainer (~$120k RS) plus ownership guidelines at 5× retainer; directors in compliance; hedging/pledging prohibited .
- No related-party transactions or compensation interlocks disclosed for 2024 .
- Watch items:
- Multiple external board roles (public and private/non-profit). While only one current public board (Doximity), continued monitoring of time commitments is prudent from an overboarding risk perspective .
- Say‑on‑pay support dipped to 84% in 2024 (vs. >92% prior years), indicating some investor scrutiny on compensation (Board-level engagement already noted) .
- RED FLAGS: None identified in disclosures regarding conflicts, attendance shortfalls, pledging/hedging, or related-party transactions .