Vinay Bassi
About Vinay Bassi
Vinay Bassi, age 54, is Chief Financial Officer, Secretary and Treasurer of TruBridge, appointed January 1, 2024; prior roles include CFO of Nielsen’s Audience Measurement division (since 2016), corporate development at Avaya (2004–2016), and earlier roles at PwC, Standard & Poor’s, and Citigroup . Company performance during his first year included Total Revenue of $339.166 million, Adjusted EBITDA of $53.667 million, and Adjusted Operating Cash Flows of $36.522 million tied to the annual incentive plan; company TSR for 2024 (value of $100 investment) was $75.57 versus peer group $111.80 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nielsen Holdings plc | CFO, Audience Measurement division | Since 2016; ended upon appointment to TruBridge on Jan 1, 2024 (implied) | Division finance leadership |
| Avaya Inc. | Corporate Development | 2004–2016 | Corporate development |
| PricewaterhouseCoopers LLP | Auditor | Not disclosed | Audit experience |
| Standard & Poor’s | Finance/Corporate roles | Not disclosed | Not disclosed |
| Citigroup | Finance/Corporate roles | Not disclosed | Not disclosed |
Note: Nielsen tenure is disclosed “since 2016”; end date is implied by TruBridge appointment on Jan 1, 2024 .
External Roles
No public company directorships or external board roles are disclosed in the executive officer bios for Vinay Bassi .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Target Bonus ($) | Actual Cash Bonus Paid ($) | Sign-on / Retention Cash ($) |
|---|---|---|---|---|---|
| 2024 | 500,000 | 45% | 225,000 | 234,000 | 450,000 one-time sign-on bonus (repayment obligation lapsed after 1 year) |
- No perquisites are provided; executives participate in broad-based benefits (401(k) match up to $2,000 in 2024) .
Performance Compensation
Annual Cash Incentive – Design and 2024 Outcomes
| Metric | Weighting | 2024 Target | 2024 Actual | Payout Contribution (% of target) |
|---|---|---|---|---|
| Adjusted EBITDA | 30% | $51.187M | $53.667M | 40% |
| Total Revenue | 30% | $353.038M | $339.166M | 0% |
| Adjusted Operating Cash Flows | 20% | $28.759M | $36.522M | 40% |
| Individual Goals (CFO specific objectives) | 20% | Committee-set goals | Achieved within 75–120% range across NEOs | 15–24% range based on discretion |
- 2024 payout outcomes for NEOs ranged from 95% to 104% of target; Bassi’s actual cash bonus exceeded target ($234,000 vs $225,000) .
Long-Term Incentives (Grants on March 15, 2024)
| Award Type | Metric | Threshold | Target | Maximum | Shares/Units Granted | Grant Date Fair Value ($) | Vesting / Performance Conditions |
|---|---|---|---|---|---|---|---|
| Performance Share Awards (PSAs) | 3-year cumulative Adjusted Operating Cash Flows (2024–2026) | 50% of target at 87% of goal | 100% at 100% of goal | 200% at ≥118% of goal | 49,352 target shares | 523,131 | TSR modifier ±15% vs Russell 2000; cap at 200% of target |
| Time-based Restricted Stock (RSUs) | Service-based | — | — | — | 32,901 shares | 329,997 | Vests one-third on each of the first three anniversaries of grant, commencing March 15, 2025 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 32,901 shares; reported as unvested restricted stock under the 2019 Plan; “less than 1%” of outstanding shares (14,891,379) |
| Vested vs Unvested | Unvested RSUs: 32,901 at 12/31/2024; RSU market value $648,808; PSAs target 49,352 with payout value reference $973,221; no stock options outstanding |
| Ownership Guidelines | Executives must hold stock valued at 2x base salary; 100% net share retention until guidelines met; “Once Met, Always Met” compliance approach |
| Compliance Status | All executive officers currently satisfy the stock ownership guidelines within applicable time frames |
| Hedging/Pledging | Prohibited; none of the Company’s directors or executive officers engage in pledging or hedging transactions |
| Repricing Safeguards | 2019 Plan prohibits option/SAR repricing or cash exchange of underwater options/SARs |
Upcoming vesting cadence: RSUs vest one-third on March 15, 2025, March 15, 2026, and March 15, 2027, subject to continued executive employment .
Employment Terms
| Scenario | Cash Payments ($) | Accelerated RSU Vesting ($) | Accelerated PSAs Issuance ($) | Total ($) |
|---|---|---|---|---|
| Termination by Company Without Cause (as of 12/31/2024) | 960,011 | 216,269 | 324,111 | 1,500,392 |
| Death or Disability | 234,000 | 648,808 | 324,111 | 1,206,919 |
| Change in Control (CIC) only | — | — | — | — |
| CIC + Termination Without Cause or for Good Reason (double trigger) | 1,322,511 | 648,808 | 973,221 | 2,944,540 |
- Agreement framework: Executive Severance Agreement form (applies to each executive officer other than CEO) ; Offer of Employment dated Oct 18, 2023 and Cash Retention Agreement dated Nov 1, 2023 for Bassi (filed as exhibits) .
- Clawback: Policy for recovery of erroneously awarded incentive compensation (three-year lookback) adopted in October 2023, applies to Section 16 officers including Bassi .
- Restrictive covenants and conditions: Certain severance/accelerated benefits subject to forfeiture upon breach of restrictive covenants or failure to execute release .
Compensation Committee Analysis
Program Design and Governance
- Program emphasizes base salary, annual performance-based cash bonuses, and long-term equity (performance shares and time-based restricted stock) .
- Metrics definitions and rationale: Adjusted EBITDA and Total Revenue added in 2024; Adjusted Operating Cash Flows added to reflect emphasis on cash quality and capitalized software investment rigor .
Committee Composition and Independence
| Item | Detail |
|---|---|
| Members (2024) | Mark V. Anquillare (Chair), Jerry G. Canada, Christopher T. Hjelm, Amy K. O’Keefe; Glenn P. Tobin and Ms. Warren served portions of 2024 |
| Meetings in 2024 | 7 |
| Independence | All members qualify under Nasdaq and SEC heightened independence standards |
| Consultant | FW Cook; engaged solely by the Committee; no conflicts of interest identified |
| Risk Review | Committee concluded compensation programs are not reasonably likely to have a material adverse effect |
Compensation Peer Group (used for 2024 pay actions)
| Company Name | Ticker |
|---|---|
| Accolade, Inc. | ACCD |
| American Software, Inc. | AMSWA |
| CareMax, Inc. | CMAX |
| CorVel Corporation | CRVL |
| DLH Holdings Corp. | DLHC |
| Health Catalyst, Inc. | HCAT |
| Healthstream Inc. | HSTM |
| Model N, Inc. | MODN |
| National Research Corp. | NRC |
| NextGen Healthcare, Inc. | NXGN |
| Phreesia, Inc. | PHR |
| PROS Holdings, Inc. | PRO |
| RCM Technologies Inc. | RCMT |
| Tabula Rasa HealthCare, Inc. | TRHC |
Say-on-Pay & Shareholder Feedback
- Historical support: >92% FOR from 2015–2023; 84% FOR in 2024 (primarily due to one large stockholder voting against all management proposals except auditor ratification); Committee deemed program design appropriate for 2024–2025 .
Performance & Track Record (during Bassi’s tenure)
| Metric | 2024 Outcome |
|---|---|
| Total Revenue | $339.166 million |
| Adjusted EBITDA | $53.667 million (incentive framework) |
| Adjusted Operating Cash Flows | $36.522 million |
| Company TSR (value of $100 investment) | $75.57; Peer Group TSR $111.80 |
Certifications indicate active CFO role in SEC reporting (10-K and 10-Q certifications signed by Bassi in March and November 2025) .
Additional Award Administration
- Equity grant practices: Committee determines total share pool based on expense/EPS impact and shares available; no timing around material disclosures; time-based RSUs for retention, PSAs for long-term performance; TSR modifier ±15% vs Russell 2000 .
- Securities authorized for issuance: As of 12/31/2024, 569,337 time-based restricted stock awards and 451,781 target PSAs outstanding; 463,169 shares remaining available (excluding outstanding awards); no options outstanding .
Investment Implications
- Pay-for-performance alignment: Annual bonus tied to EBITDA, revenue, and operating cash flows produced near-target payouts, with Bassi’s bonus modestly above target, aligning incentives to cash quality and top-line performance .
- Retention risk and selling pressure: RSUs vest over three years with first vest on March 15, 2025; monitor Form 4s around March 15 each year for potential selling pressure as tranches vest; hedging/pledging is prohibited, mitigating forced-selling and misaligned risk .
- Change-in-control economics: Double-trigger CIC severance would total ~$2.94 million for Bassi, including cash, accelerated RSUs, and PSAs—material costs that align retention but create deal-contingent compensation outflows .
- Ownership alignment: Bassi’s beneficial holdings reflect unvested RSUs and compliance with 2x salary ownership guidelines; no options and anti-repricing provisions reduce asymmetric upside risk-taking .
- Governance quality: Independent committee with FW Cook support, strong stock ownership/retention requirements, formal clawback, and explicit prohibition of hedging/pledging collectively support a shareholder-aligned compensation framework .
Documents cited: 2025 DEF 14A (March 26, 2025), 2024 Form 10-K (March 17, 2025), 2025 Q3 Form 10-Q (November 7, 2025), and related exhibits/sections as referenced above.