UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 7, 2024, TruBridge, Inc. (the “Company”) announced that David A. Dye will no longer serve as the Company’s Chief Operating Officer, effective December 31, 2024. Pursuant to Mr. Dye’s Executive Severance Agreement, dated June 1, 2023 (the “Severance Agreement”), he will receive, in addition to any accrued but unpaid amounts or benefits, (i) eighteen (18) months of equal installment payments which are in the aggregate equal to one and one half (1 1⁄2) times the sum of Mr. Dye’s base salary and target bonus for 2024; (ii) up to eighteen (18) months of reimbursements for medical and/or dental continuation coverage; (iii) continued vesting of Mr. Dye’s outstanding unvested shares of restricted stock during the period in which Mr. Dye is subject to non-competition and non-solicitation covenants; and (iv) a pro rata portion of Mr. Dye’s outstanding cash incentive awards and performance share awards to be calculated in the manner set forth in the applicable award agreements based on the degree of attainment of the applicable performance goals at the end of the applicable performance period, with the amount of the awards, if any, to be pro-rated based on the number of days that Mr. Dye was employed by the Company during the performance period.
As required by Section 2(b) of the Severance Agreement, Mr. Dye entered into a General Release of Claims, dated December 31, 2024 (the “Release”), pursuant to which Mr. Dye releases the Company from any and all claims which he now has, or which may accrue in relation to his hiring and employment with the Company or the termination of that employment, up to and including the Release Effective Date (as defined in the Release).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRUBRIDGE, INC. | ||||||
| Date: January 2, 2025 | By: | /s/ Christopher L. Fowler | ||||
| Christopher L. Fowler | ||||||
| President and Chief Executive Officer | ||||||