Wes D. Cronkite
About Wes D. Cronkite
Wes D. Cronkite is Chief Technology & Innovation Officer (CTIO) of TruBridge (TBRG); he was appointed Chief Innovation Officer in May 2021 and then CTIO in November 2022. On November 5, 2025, the Company and Mr. Cronkite agreed he will no longer serve as CTIO effective December 5, 2025, with severance governed by his June 20, 2023 Executive Severance Agreement . He is age 41 and previously held healthcare technology leadership roles at BrightSpring Health (SVP Innovation, 2018–2021) and nThrive/MedAssets (2010–2019) . Company performance context during his tenure shows 2024 TSR at 75.57 vs peer TSR 111.80, Net Income of $(23.1) million, and Adjusted EBITDA of $53.1 million, metrics used in the company’s pay-versus-performance disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TruBridge (TBRG) | Chief Innovation Officer; later Chief Technology & Innovation Officer | May 2021–Nov 2022; Nov 2022–Dec 2025 (effective date of departure) | Led enterprise platforms, technology infrastructure, information security; drove automation and cloud adoption priorities set in NEO goals |
| BrightSpring Health | SVP, Innovation | Aug 2018–Apr 2021 | Led innovation initiatives in healthcare services |
| nThrive (formerly MedAssets) | SVP Internal Analytics; VP Strategic Initiatives; VP System Strategy & Operations | Mar 2010–Aug 2019 | Healthcare technology leadership across analytics and systems strategy |
External Roles
None disclosed (no public company directorships listed for Cronkite) .
Fixed Compensation
Summary Compensation (multi-year):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 358,481 | 360,500 |
| Stock Awards ($) | 525,198 | 521,908 |
| Non-Equity Incentive Plan Compensation ($) | 20,545 | 136,990 |
| All Other Compensation ($) | 1,500 | 1,400 |
| Total ($) | 905,724 | 1,020,799 |
Annual cash incentive structure and 2024 actual:
- 2024 base salary: $360,500; target cash bonus: 40% of base ($144,200); actual cash bonus paid: $136,990 (≈95% of target) .
Performance Compensation
Annual Incentive Metrics (2024):
| Performance Measure | Weighting | Threshold Goal | Target Goal | Maximum Goal | Actual 2024 Achievement | Payout Calibration |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 30% | $47.687mm (50% of target) | $51.187mm | $58.782mm (200%) | $53.667mm | 40% weighted payout for this metric |
| Total Revenue | 30% | $347.038mm (50%) | $353.038mm | $366.338mm (200%) | $339.166mm | 0% weighted payout for this metric |
| Adjusted Operating Cash Flows | 20% | $25.615mm (50%) | $28.759mm | $35.922mm (200%) | $36.522mm | 40% weighted payout for this metric |
| Individual Goals | 20% | Threshold dependent on EBITDA threshold | Committee-assessed | Committee-assessed | Achieved 75–120% by NEOs (payout 15–24%) | 15–24% weighted payout based on achievement |
Long-Term Incentives (structure and grants):
- 2024 Performance Share Awards (PSAs): Earned on cumulative Adjusted Operating Cash Flows (2024–2026), with TSR modifier ±15% versus Russell 2000; Cronkite target PSAs: 30,191 shares; target value $302,820 .
- 2024 time-based restricted stock: 20,128 shares; vests one-third each on March 15, 2025, 2026, 2027; target value $201,880 .
- 2023 PSAs (Adjusted EPS metric, TSR modifier): Cronkite target 10,360 shares; target value $302,814 .
- 2022 PSAs (Adjusted EPS metric) final payout: 0% of target; awards forfeited .
Option Awards:
- No stock options outstanding or exercised in 2024; equity program uses full-value awards (RS/PSAs) .
Equity Ownership & Alignment
| Ownership Metric | Detail |
|---|---|
| Total beneficial ownership | 40,717 shares; less than 1% of shares outstanding |
| Unvested restricted stock counted in ownership | Includes 22,430 unvested restricted shares in Cronkite’s line item |
| Outstanding unvested awards at FY2024 | RS: 20,128 shares ($396,924); PSAs (2024 grant, target): 30,191 ($595,367); legacy RS/PSAs also listed for 2022–2023 |
| Vested vs unvested breakdown | Proxy table details unvested RS and unearned PSAs; options not applicable |
| Ownership guidelines | Executives must hold stock valued at 2× base salary; retain 100% of net shares until guideline met; all executives currently satisfy guidelines (Once Met, Always Met framework) |
| Pledging/hedging | Prohibited; none of the directors or executive officers currently engage in pledging or hedging; option and derivative trading prohibited |
Insider selling pressure and trading plans:
- During Q3 2025, no directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements; note of policy and blackout compliance .
Employment Terms
Severance Agreement (June 20, 2023) key terms applicable to Cronkite:
- Termination without Cause (outside CoC window): 12 months of installment payments equal in aggregate to 1× base salary + target bonus; up to 12 months COBRA reimbursements; continued vesting of unvested restricted stock during 12-month non-compete/non-solicit; pro rata cash incentive and PSA payouts based on actual performance and time employed; release required .
- Termination without Cause within 12 months of Change in Control: lump-sum cash; COBRA reimbursements; non-compete/non-solicit 12 months; release and covenants required (aggregate multiples per table below) .
Potential Payments (as of 12/31/2024 illustrative):
| Scenario | Cash Payments ($) | Accelerated Vesting RS ($) | Accelerated PSAs ($) | Total ($) |
|---|---|---|---|---|
| Termination by Company Without Cause | 648,699 | 215,125 | 334,350 | 1,198,174 |
| Death or Disability | 136,990 | 525,124 | 334,350 | 996,464 |
| Change in Control (no termination) | — | 128,200 | 204,229 | 332,499 |
| Termination Without Cause or for Good Reason in connection with CoC | 901,049 | 525,124 | 799,666 | 2,225,839 |
Change-in-control and plan mechanics:
- Change-in-control definitions and plan framework set in the Second Amended and Restated 2019 Incentive Plan (EX-10.1); committee may not reprice underwater options/SARs without stockholder approval; anti-repricing provisions codified .
- Clawback Policy adopted October 2023 under Dodd-Frank and Nasdaq rules; 3-year lookback for recovery of erroneously awarded incentive compensation for Section 16 officers .
- Perquisites/pensions: none; executives participate in standard employee benefits (401(k) match up to $2,000 in 2024) .
Departure
- On Nov 5, 2025, Cronkite and TruBridge agreed he will no longer serve as CTIO effective Dec 5, 2025; severance per agreement includes the cash, COBRA, continued RS vesting during restrictive period, and pro rata incentive award treatment; release required .
Investment Implications
- Retention and transition risk: Cronkite’s agreed departure effective Dec 5, 2025 increases near-term execution risk for technology infrastructure, automation, and cloud priorities he led; severance mechanics (continued RS vesting during non-compete) mitigate abrupt equity-selling pressure while preserving alignment .
- Pay-for-performance alignment: 2024 bonus mechanics delivered zero payout on revenue shortfall but full payouts on Adjusted EBITDA and Adjusted Operating Cash Flows, with individual goals scaled 15–24%; Cronkite’s actual bonus at ~95% of target reflects formulaic calibration, supporting discipline amid mixed topline performance .
- Long-term incentive rigor: PSAs tied to multi-year cash flow with a TSR modifier versus Russell 2000; prior 2022 PSAs paid 0%, demonstrating downside when targets aren’t met; options absent, limiting leverage but reducing repricing risk and signaling preference for full-value alignment .
- Ownership alignment and risk controls: Cronkite has modest direct ownership (<1%) with significant unvested RS and PSAs outstanding; strict anti-pledging/hedging and 2× salary ownership requirements (currently met) reduce misalignment and potential forced-selling dynamics .
- Company performance context: 2024 TSR underperformed peers and revenue missed the target, while Adjusted EBITDA and operating cash flow exceeded targets—comp plan appropriately balanced growth and quality-of-earnings, a factor for assessing future incentive attainability post-leadership transition .