Tracey Schroeder
About Tracey Schroeder
Tracey Schroeder is Chief Marketing Officer at TruBridge (NASDAQ: TBRG), serving as the company’s media contact across multiple SEC-filed press releases and 8-Ks in 2024–2025. TruBridge identifies her as “Chief Marketing Officer” and lists her corporate email for investor/press communications in Q3 2024 and Q3 2025 filings . Education, age, and tenure are not disclosed in available filings. For company performance context during this period, TruBridge reported Q3 2024 total revenue of $83.8M and Adjusted EBITDA of $13.8M .
Fixed Compensation
- Schroeder is not named among the company’s Named Executive Officers (NEOs) in the 2025 proxy’s Summary Compensation Table (which lists CEO, CFO, COO, CSO, and Chief Technology & Innovation Officer). Her base salary, target bonus, and cash compensation are not disclosed in NEO tables .
Performance Compensation
Company-wide executive incentive designs (used for executives under the Amended & Restated 2019 Incentive Plan) disclose the performance frameworks. Schroeder’s individual grants are not disclosed, but the plan mechanics and metrics are:
| Incentive Type | Metric | Weighting | Target/Scale | Payout Range | Vesting/Settlement |
|---|---|---|---|---|---|
| Performance-Based Cash Bonus (MIP) | Adjusted EBITDA | 50% | Board-set thresholds | 0–200% of portion | Paid in cash within 2.5 months after year-end |
| Performance-Based Cash Bonus (MIP) | Total Revenue | 30% | Board-set thresholds | 0–200% of portion | Paid in cash within 2.5 months after year-end |
| Performance-Based Cash Bonus (MIP) | Individual Goals | 20% | Threshold/Target/Max | 0–200% of portion | Paid in cash within 2.5 months after year-end |
| Performance Share Awards (PSAs) | Cumulative Adjusted Operating Cash Flow (Adjusted EBITDA less software development spend) | 100% | Budgeted targets | 0–200% of target shares | Issued within 2.5 months after year-end; TSR modifier vs Russell 2000 can adjust earned shares ±25% (capped at 200%) |
Equity Ownership & Alignment
- Executive stock ownership guidelines: CEO at 5× base salary; other executive officers at 2× base salary; 100% of net shares retained until guidelines are met (“Once Met, Always Met”). Company discloses that all executive officers currently satisfy the guidelines .
- Hedging/pledging prohibited: Insider Trading Policy and proxy state directors/officers may not short, hedge, trade options, or pledge company stock; none of the directors or executive officers currently engage in pledging or hedging .
- Beneficial ownership (context): Directors and current executive officers as a group owned 1,598,903 shares (10.7%) as of March 7, 2025; individual executive ownership breakout does not list Schroeder .
Employment Terms
- Executive severance framework: The company standardized severance agreements for certain senior executives (excluding the CEO who has a separate employment agreement). Terms include 12 months of severance (1× salary+target bonus), COBRA reimbursements, continued vesting of restricted stock during non-compete/non-solicit period, and pro-rata cash incentive/PSA payouts based on actual performance; enhanced benefits apply for terminations within 12 months after a change in control (typically 1.5–2× salary+target bonus depending on executive). Schroeder is not named among NEOs with disclosed agreements; her specific contract terms are not disclosed .
- Trading controls: Quarterly trading blackout periods begin on March 15, June 15, Sept 15, Dec 15 and end after the second full trading day following earnings release; 10b5‑1 plans require pre-approval and cooling-off periods. The company disclosed no adoptions or terminations of Rule 10b5‑1 plans by directors or officers during Q3 2025 .
Vesting & Change-of-Control Mechanics
- Time-based restricted stock granted in 2024 vests in three annual installments (one‑third each) on the first three anniversaries of the grant date .
- Change-in-control: 2022–2023 time-based restricted stock accelerates upon a change in control; 2024 time-based restricted stock does not accelerate solely on change in control but will accelerate upon termination without cause or for good reason in connection with a change in control. Accelerated vesting applies upon death or disability. Continued vesting post-termination without cause applies for a defined period subject to restrictive covenants (12–18 months depending on executive) .
Performance & Track Record (Company Context)
| Metric | Q3 2024 |
|---|---|
| Total Revenue ($USD Millions) | $83.8 |
| Adjusted EBITDA ($USD Millions) | $13.8 |
| Financial Health Revenue ($USD Millions) | $54.3 |
| Patient Care Revenue ($USD Millions) | $29.6 |
Note: These metrics provide operating context during the period Schroeder is disclosed as CMO; they are not attributed to her individual performance .
Risk Indicators & Governance
- No related party transactions in 2024 (proxy) .
- Compensation Committee comprised of independent directors; corporate governance emphasizes stock ownership guidelines, majority voting, independent chair, and no supermajority standards .
- Insider trading safeguards: Pre-clearance for Section 16 individuals/key employees; prohibitions on hedging/pledging reduce misalignment risk .
Investment Implications
- Limited executive-specific disclosure: Schroeder is not a disclosed NEO; her compensation, equity grants, and severance terms are not publicly detailed, reducing transparency for pay-for-performance analysis .
- Alignment safeguards: Company-wide policies—ownership guidelines, prohibition on hedging/pledging, and structured PSAs/MIP tied to Adjusted EBITDA, revenue, and cash flow with a TSR modifier—support alignment and lower pledging risk .
- Selling pressure: Quarterly blackout and pre-clearance requirements, plus no new/terminated 10b5‑1 plans in Q3 2025, suggest controlled insider trading cadence; individual Form 4 activity for Schroeder is not disclosed in filings reviewed .
- Retention/change-in-control: Standardized severance and clear equity acceleration rules reduce uncertainty in executive transitions; however, Schroeder’s specific agreement is not disclosed, leaving individual retention economics unknown .