March 31, 202127, 2024

To the Stockholders of Computer Programs and Systems,TruBridge, Inc.:

You are invited to attend the 20212024 Annual Meeting of Stockholders of Computer Programs and Systems,TruBridge, Inc. (the “Company”) on Thursday, May 13, 20219, 2024 at 8:00 a.m., Central Time. This year we will be conducting the annual meeting online for the safety ofvia live webcast in order to allow our stockholders and other attendees.attendees to participate from any location and to reduce the environmental impact of our annual meeting. Details regarding how to participate in the virtual annual meeting and the business to be conducted are more fully described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

We have elected to take advantage of Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders on the Internet. We believe that the rules will allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the annual meeting.

Your vote, whether in attendance on May 13, 20219, 2024 or by proxy, is important. Please review the instructions on each of your voting options described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement and the Notice of Internet Availability of Proxy Materials you received in the mail. Even if you plan to participate in the virtual annual meeting, I urge you to vote as soon as possible.

Sincerely,

Sincerely,

Glenn P. Tobin

Chairperson of the Board

TABLE OF CONTENTS

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GENERAL INFORMATION ABOUT THE ANNUAL MEETING

Why is the Company soliciting my proxy?

The Board is soliciting your proxy to vote at the 20212024 Annual Meeting of Stockholders to be held online on Thursday, May 13, 20219, 2024 at 8:00 a.m., Central Time, and any adjournments of the meeting, which we refer to as the “Annual Meeting.” This Proxy Statement along with the accompanying Notice of Annual Meeting of Stockholders summarizes the purposes of the meeting and the information you need to know to vote at the Annual Meeting.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials, including this Proxy Statement and our 20202023 Annual Report to Stockholders, by providing access to such documents on the Internet. Stockholders will not receive printed copies of the proxy materials unless they request them. Instead, commencing on or about March 31, 2021,27, 2024, a Notice of Internet Availability of Proxy Materials (the “Notice”) was sent to our stockholders, which instructs you on how to access and review the proxy materials on the Internet.Internet, was sent to our stockholders. The Notice also instructs you on how to submit your proxy via the Internet. If you would like to receive a paper or email copy of our proxy materials, please follow the instructions for requesting such materials in the Notice.

Why am I receiving these materials?

Our Board is providing these proxy materials to you on the Internet or, upon your request, will deliver printed versions of these materials to you by mail, in connection with the Annual Meeting, which will take place on May 13, 2021.9, 2024. Stockholders are invited to participate in the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement.

What is included in these materials?

These proxy materials include:

If you request printed versions of these materials by mail, these materials will also include the proxy card for the Annual Meeting.

What proposals will be voted on at the Annual Meeting?

At the Annual Meeting, we will ask you to:

What is the Board’s voting recommendation?

The Company’s Board of Directors recommends that you vote your shares FOR the election of the Class I director nomineenominees set forth in this Proxy Statement; FOR the approval, on an advisory basis, of the compensation of our NEOs, as described in the Compensation DiscussionNEOs; and Analysis, executive compensation tables and accompanying narrative in this Proxy Statement; and FOR the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the year ending December 31, 2021.2024.

Unless instructed to the contrary, the shares represented by the proxies will be voted FOR the listed nomineenominees in Proposal 1, FOR Proposal 2, and FOR Proposals 2 andProposal 3.

What shares owned by me can be voted?

All shares owned by you as of the close of business on March 19, 202115, 2024 (the “Record Date”) may be voted. You may cast one vote per share of common stock that you held on the Record Date. These include shares that are: (1) held directly in your name as the stockholder of record, and (2) held for you as the beneficial owner through a stock broker, bank or other nominee. At the close of business on the Record Date, there were 14,656,96714,652,956 shares of the common stock of the Company, par value $0.001 per share, outstanding. Each stockholder is entitled to one vote in person or by proxy for each share of common stock held on all matters properly to come before the Annual Meeting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most of the Company’s stockholders hold their shares through a stock broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

Stockholder of Record

If your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, LLC,Computershare Inc., you are considered the stockholder of record with respect to those shares, and the Notice is being sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the persons named as proxy holders, J. Boyd Douglas,Christopher L. Fowler, the Company’s President and Chief Executive Officer, and Matt J. Chambless,Vinay Bassi, the Company’s Chief Financial Officer, Secretary and Treasurer, or to vote during the Annual Meeting. If you request printed copies of the proxy materials, the Company will provide a proxy card for you to use. You may also vote by Internet or telephone, as described below under the heading “How can I vote my shares without participating in the Annual Meeting?”

Beneficial Owner

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you are invited to participate in the Annual Meeting. You also have the right to direct your broker, bank or other nominee on how to vote these shares. The Notice or voting instruction form that you receive from your broker or nominee should include instructions for you to direct your broker, bank or other nominee how to vote your shares. You may also vote by Internet or telephone, as described below under “How can I vote my shares without participating in the Annual Meeting?” However, shares held in “street name” may be voted during the meeting by you only if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.

How can I participate in the Annual Meeting?

In light of the COVID-19 (coronavirus) pandemic, for the safety oforder to allow our stockholders and other attendees to participate from any location and taking into account federal, state and local guidance that has been issued,to reduce the environmental impact of our Annual Meeting, we have determined that the Annual Meeting will be held in a virtual meeting format only via the Internet. You may participate in and vote and submit questions during the Annual Meeting via the Internet at www.proxydocs.com/CPSI.TBRG.

How can I vote my shares during the Annual Meeting?

Shares held directly in your name as the stockholder of record or shares held beneficially in “street name” may be voted during the Annual Meeting. To vote during the virtual Annual Meeting, you must first register at www.proxydocs.com/CPSI.TBRG. Upon completing your registration, you will receive further instructions via email, including information about when you should expect to receive your unique link that will allow you access to the meeting and to vote and submit questions during the meeting. If you are the beneficial owner of shares held in “street name,” you must obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares in order to vote during the meeting. Even if you plan to participate in the Annual Meeting, the Company recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to participate in the Annual Meeting.

How can I vote my shares without participating in the Annual Meeting?

Whether you hold your shares directly as the stockholder of record or beneficially in “street name,” you may direct your vote by proxy without participating in the Annual Meeting. If you are the stockholder of record, you can vote by proxy by one of the following means:

If you hold your shares beneficially in “street name,” please follow the instructions provided in the Notice, or, if you request printed copies of proxy materials, on the proxy card or voting instruction form. We urge you to review the proxy materials carefully before you vote. These materials are available at www.proxydocs.com/CPSI.TBRG.

Can I revoke my proxy or change my vote?

You may revoke your proxy or change your voting instructions prior to the vote during the Annual Meeting. You may enter a new vote by using the Internet or telephone or by mailing a new proxy card or new voting instruction form bearing a later date (which will automatically revoke your earlier voting instructions), which new proxy card must be received by May 12, 2021.8, 2024. You may also enter a new vote by participating in the Annual Meeting and voting during the meeting. Your participation in the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

What is the voting requirement to approve each of the proposals?

Proposal 1, Election of Class I Director: Under the Company’s Bylaws, in order for a director nominee to be elected to the Board of Directors by the Company’s stockholders in an uncontested election of directors, he or she must receive an affirmative vote of a majority of the votes cast affirmatively or negatively. This means that the Class I director nominee will be elected to the Board of Directors at the Annual Meeting if the votes cast “for” the nominee’s election exceed the votes cast “against” the nominee’s election at the meeting, with abstentions not counting as votes “for” or “against.” If you do not instruct your broker how to vote with respect to this item, your broker may not vote your shares with respect to the election of the director. Abstentions and broker non-votes will not be taken into account in determining the outcome of the election of the director.

An uncontested incumbent director is required to submit a contingent letter of resignation to the Board of Directors at the time of his or her nomination for consideration by the Nominating and Corporate Governance Committee of the Board. If such a director does not receive a majority of votes cast “for” his or her election, the Nominating and Corporate Governance Committee is required to consider on an expedited basis such director’s tendered resignation and make a recommendation to the Board concerning the acceptance or rejection of the tendered resignation. The Board is required to take formal action on the committee’s recommendation expeditiously following the date of certification of the election results. The Company will publicly disclose the Board’s decision and its reasoning with regard to its decision on the tendered resignation.

Proposal 2, Advisory Vote on Executive Compensation: Our Board of Directors is seeking a non-binding advisory vote regarding the compensation of our NEOs, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures contained in this Proxy Statement. Under the Company’s Bylaws, in order to be approved, this proposal requires an affirmative vote of a majority of the votes cast affirmatively or negatively. This means that the votes that stockholders cast “for” this proposal must exceed the votes that stockholders cast “against” this proposal at the meeting, with abstentions not counting as votes “for” or “against.” If you do not instruct your broker how to vote with respect to this item, your broker may not vote your shares with respect to the advisory vote on executive compensation. Abstentions and broker non-votes will not be taken into account in determining the outcome of the advisory vote on executive compensation. This vote is advisory and non-binding in nature, but our Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

Proposal 3, Ratification of Appointment of Independent Registered Public Accountants: Under the Company’s Bylaws, in order to be approved, this proposal requires an affirmative vote of a majority of the votes cast affirmatively or negatively. This means that the votes that stockholders cast “for” this proposal must exceed the votes that stockholders cast “against” this proposal at the meeting, with abstentions not counting as votes “for” or “against.” Abstentions will not be taken into account in determining the outcome of the ratification of the appointment of the Company’s independent registered public accountants.

What is the effect of abstentions and broker non-votes?

A stockholder may abstain with respect to each item submitted for stockholder approval. Abstentions will be counted as present for purposes of determining the existence of a quorum at the Annual Meeting. Abstentions will not affect the outcome of the election of the director (Proposal 1), the non-binding advisory vote on executive compensation (Proposal 2) or the ratification of the appointment of the Company’s independent registered public accountants (Proposal 3).

If you hold your shares in “street name” and do not direct your broker or other nominee as to how you want your shares to be voted in the election of the director (Proposal 1) or the non-binding advisory vote on the compensation of our NEOs (Proposal 2), your broker or other nominee is not permitted to vote those shares on your behalf on such proposal (resulting in a “broker non-vote” for each proposal for which your broker or other nominee does not vote your shares). Accordingly, if you hold your shares in “street name,” it is critical that you complete and return the voting instruction form if you want your votes counted in the election of the director (Proposal 1) and the non-binding advisory vote on the compensation of our NEOs (Proposal 2).

Who will bear the cost of soliciting proxies for the Annual Meeting?

The Company will pay the entire cost of soliciting proxies for the Annual Meeting, including the distribution of proxy materials. We will request brokers or nominees to forward this Proxy Statement to their customers and principals and will reimburse them for expenses so incurred. We have engaged Alliance Advisors LLC to assist in the solicitation of proxies and provide related advice and information support, for a services fee and the reimbursement of customary disbursements, which are not expected to exceed $20,000 in total. If deemed necessary, we may also use our officers and regular employees, without additional compensation, to solicit proxies personally or by telephone.

PROPOSAL 1

ELECTION OF CLASS I DIRECTORDIRECTORS

Board Structure

Our Certificate of Incorporation provides that the number of directors of the Company shall be fixed by resolution of the Board of Directors and divided into three classes. Directors in each class are elected for three-year terms. The current term of the Class I directors expires at the 20212024 Annual Meeting of Stockholders. The current Class II directors will serve until the 20222025 Annual Meeting of Stockholders and until their successors have been elected and qualified. The current Class III directors will serve until the 20232026 Annual Meeting of Stockholders and until their successors have been elected and qualified.

We currently have eight directors. Jeffrey A. Strong, a former Class I director, resigned from the Board of Directors effective October 23, 2020. On February 27, 2019, the Company entered into a Support Agreement (the “Support Agreement”) with Gilead Capital LP and its affiliates (collectively, “Gilead Capital”), pursuant to which the Company agreed to appoint Mr. Strong as an independent director of the Company, effective February 27, 2019. Pursuant to the terms of Section 1.1(h) of the Support Agreement, Mr. Strong offered in writing to the Board his resignation as a member of the Board and all committees thereof as a result of Gilead Capital ceasing to own on October 15, 2020 one-third of the total number of shares of the Company’s common stock that it owned on February 27, 2019. On October 23, 2020, the Board (by majority vote of the disinterested directors) accepted Mr. Strong’s offer to resign as a member of the Board and all committees thereof and approved a decrease in the size of the Board from nine directors to eight directors.

W. Austin Mulherin, III, who isCharles P. Huffman, a current Class III director, has decided not to stand for re-election tois retiring from the Company’s Board of Directors, when his term expires at the 2021 Annual Meeting. The Board approved a decrease in the size of the Board from eight directors to seven directors effective as of the conclusion of the2024 Annual Meeting, when Mr. Mulherin’s term expires.Meeting.

The Board of Directors has nominated each of Mark V. Anquillare and Glenn P. Tobin for election as a Class I director to serve a three-year term until the 20242027 Annual Meeting of Stockholders and until his successor has been elected and qualified. Pursuant to the Company’s Director Resignation Policy, each of Mr. Anquillare and Mr. Tobin has tendered an irrevocable contingent resignation letter. If Mr. Tobineither of them fails to receive a majority of the votes cast affirmatively or negatively at the Annual Meeting, the Nominating and Corporate Governance Committee of the Board of Directors will recommend to the Board, and the Board will determine, whether to accept or reject Mr. Tobin’sthe nominee’s resignation. Following the Board’s decision, the Company will file a Current Report on Form 8-K with the SEC in order to disclose the decision, the process by which the decision was made and, if applicable, the Board’s reason or reasons for rejecting the tendered resignation.

Voting of Proxies

Unless otherwise instructed, the proxy holders will vote proxies held by them FOR the election of each of Mark V. Anquillare and Glenn P. Tobin as a Class I director. The Board anticipates that Mr. Anquillare and Mr. Tobin will each be able to serve, but if heeither of them should be unable or unwilling to serve, the proxies will be voted for a substitute selected by the Board, or the Board may decide not to select an additional person as a director or to reduce the size of the Board. Proxies cannot be voted for a greater number of persons than the number of actual nominees so named. Vacancies that occur on the Board of Directors may be filled by remaining directors until the next election of directors for the class in which the vacancy occurred.

The Board of Directors recommends that the stockholders vote FOR the Class I director nomineenominees named above.

CORPORATE GOVERNANCE AND BOARD MATTERS

Governance Highlights

Our Board of Directors is committed to having sound corporate governance principles. Having such principles is essential to running our business efficiently and to maintaining our integrity in the marketplace. The “Corporate Governance and Board Matters” section of this Proxy Statement describes our governance framework, which includes the following features:

•   Majority voting in uncontested director elections, combined with contingent resignations of directors 6 of 8 independent directors (5 of 7 following the Annual Meeting) Independent Chairperson of the Board Diverse Board that includes 2 females and 1 racially and/or ethnically diverse member Annual Board and committee evaluations, as well as director self-evaluations, with focus on tangible improvements Mandatory anti-corruption and anti-bribery training for directors Risk oversight by full Board and designated committees Creation of new Innovation and Technology Committee to oversee technology-related risks, innovation and strategy Board committee oversight of Company’s environmental, social and governance (“ESG”) policies, disclosures and strategy Stock ownership guidelines and equity retention requirements for non-employee directors No supermajority standards — stockholders may amend our bylaws or charter by simple majority vote Mandatory retirement age for directors of 72, subject to exceptions granted by the Nominating and Corporate Governance Committee No poison pill in place   •   6 of 8 directors are independent •   Independent Chairperson of the Board •   Diverse Board that includes 2 females and 1 racially and/or ethnically diverse member •   Annual Board and committee evaluations, as well as director self-evaluations, with focus on tangible improvements •   Mandatory anti-corruption and anti-bribery training for directors •   Board oversight of our compliance with the Vendor Code of Conduct and Human Rights Statement •   Dedicated Board and management training related to medical billing and coding compliance •   Mandatory retirement age for directors of 72, subject to exceptions granted by the Nominating and Corporate Governance Committee		•   Chief People Officer partners with management to drive cultural change within TruBridge to foster the culture of innovation and inclusiveness that serves as our end-goal •   Formal process for management evaluations, talent management and succession planning that is overseen by the Compensation Committee •   Standing Innovation and Technology Committee oversees risks and strategy relating to cyber and data security and innovation and technology initiatives •   Risk oversight by full Board and designated committees •   Board committee oversight of Company’s environmental, social and governance (“ESG”) policies, disclosures and strategy •   Stock ownership guidelines and equity retention requirements for executive officers and non-employee directors •   No supermajority standards — stockholders may amend our bylaws or charter by simple majority vote

We are committed to maintaining the highest standards of corporate governance and we engage proactively with our stockholders to discuss corporate governance, our compensation programs and any other matters of interest. Our stockholder engagement efforts allow us to better understand our stockholders’ priorities, perspectives and concerns, and enable the Company to effectively address issues that matter most to our stockholders.

Board, Committee and Individual Director Evaluation Program

Pursuant to the Corporate Governance Guidelines, the Board and each of its committees conduct an annual evaluation of its performance, led by the Nominating and Corporate Governance Committee. The evaluation is intended to determine whether the Board and its committees are functioning effectively and fulfilling the requirements set forth in the Corporate Governance Guidelines or the committee’s charter, as applicable. Beginning in 2018, theThe evaluations also includedinclude self-evaluations pursuant to which the directors wereare asked to examine their own contributions to the Board or committee, as appropriate, and potential areas of improvement. The Nominating and Corporate Governance Committee has formalized the following self-evaluation program, with the goal of placing additional emphasis on improvements to processes and effectiveness:

 

		Board and Committee members complete self-evaluations: These questionnaires are completed individually in order to encourage honest feedback from the directors.
		Group discussions: The Board or committee, as applicable, engages in a discussion of the completed questionnaires in order to assess performance in areas such as meeting efficiency, membership and structure, culture and operational effectiveness, and execution of roles and responsibilities.

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		Focus on outcomes: The Nominating and Corporate Governance Committee discusses the outcomes of the Board and committee evaluations, determines appropriate follow-up action items and assigns responsibility for such actions.

independent unless the Board determines (i) that no relationship exists that would preclude a finding of independence under Nasdaq’s listing standards and (ii) that the director has no relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) that would interfere with the exercise of the director’s independent judgment in carrying out his or her responsibilities as a director. Members of the Audit, Compensation and Nominating and Corporate Governance Committees must also meet applicable independence tests of Nasdaq and the SEC. Pursuant to the charter of the Innovation and Technology Committee of the Board, which was created by the Board effective October 28, 2020, the members of such committee must also qualify as independent under Nasdaq’s listing standards.

The Board has designated the Audit Committee to take the lead in overseeing risk management, and the Audit Committee has developed a risk management oversight program that is designed to assist the Board and management in identifying and prioritizing the Company’s material risks and, for each risk, assigning responsibility for oversight and designing and monitoring the status of a risk mitigation plan. In addition, the Board encourages management to promote a corporate culture that incorporates risk management into the Company’s corporate strategy and day-to-day business operations.

The Board has delegated to certain committees oversight responsibility for those risks that are directly related to their areas of focus. The Audit Committee reviews our risks related to the Company’s financial assets and liabilities, accounting and financial reporting. The Audit Committee is also responsible for coordinating the Board’s oversight of the Company’s risk-management program, including the process by which management assesses, prioritizes and manages the Company’s material risks. The Compensation Committee considers risk issues when establishing and administering our compensation program for executive officers and other key personnel. The Nominating and Corporate Governance Committee oversees matters relating to the composition and organization of the Board, and advises the Board how its effectiveness can be improved by changes in its composition and organization. Beginning in October 2020, the Nominating and Corporate Governance Committee also overseesas well as the Company’s efforts related to ESG policies and strategy as well asand ESG trends that may affect the Company’s business, operations, performance or public image.

In connection with its oversight responsibility with respect to cybersecurity risks facing the Company, the Board authorized in October 2017 the formation of a Cybersecurity Committee, which is now known as the Governance, Risk & Compliance (“GRC”) Committee. The GRC Committee is currently comprised of the Executive Vice President, Chief Technology and Innovation Officer, Chief Financial Officer, Chief Transformation Officer, General Manager of TruBridge, Corporate Security Officer, and General Counsel and Corporate Compliance Officer and Corporate Counsel.Officer. The GRC Committee generally meets weekly, and has a formal meeting quarterly, to discuss the primary security and compliance-related risks currently facing the Company, including cybersecurity risks,risks. The General Counsel and the Committee reports to Mr. Fowler, the Company’s Chief OperatingCorporate Compliance Officer and President of TruBridge, LLC, who in turnthen provides updates to the Board at each regular quarterly meeting. In October 2020, the Board created the Innovation and Technology Committee to aid the Board in its duties to assess and oversee the management of risks in the areas of information technology, information and data security, cybersecurity, disaster recovery, data privacy and business continuity. This new committee will overseeoversees the GRC Committee’s activities relating to information technology and cybersecurity matters, and improveseeks to enhance communication and coordination of efforts between the Board and management in these areas.

The Board and its committees exercise their risk oversight function by carefully evaluating the reports they receive from management and by making inquiries of management with respect to areas of particular interest to the Board or committee. We believe that our leadership structure also enhances the Board’s risk oversight function since our Chairperson regularly discusses with management the material risks facing the Company. The Chairperson is also expected to report candidly to his fellow directors on his assessment of the material risks we face, based upon the information he receives from management.

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Corporate Social Responsibility

The Company is dedicated to acting as a responsible corporate citizen. To that end, the Board has committed to prioritizing and regularly reviewing the Company’s strategy and performance related to various environmental, social and governance (“ESG”) issues. In October 2020, the Board amended the Charter oftasked the Nominating and Corporate Governance Committee to establish such committee’s responsibility forwith assisting the Board within its oversight of the Company’s ESG policies, programs and public disclosures and its review of the Company’s strategy related to ESG matters. The following highlights provide a sampling of the Company’s recent corporate responsibility efforts:

Environmental

Management Succession Planning and Strategic Planning

The Compensation Committee oversees succession planning for the CEO and senior management team. The CEO succession plan is reviewed at least annually, or more often if appropriate,In partnership with the Chief People Officer, the Committee worked with the full Board and the members of Directorssenior management to ensure a smooth transitionformalize and expand the Company’s succession planning process in the event of a planned or unplanned vacancy in the office of the CEO. Successionrecent years. The formal succession planning for our executive officers other thanprocess occurs annually and is used to evaluate the CEO and other members of management. More generally, the Chief People Officer is reviewed at least annuallyworking to enhance management’s focus on talent management practices, knowing that succession planning is a critical component to the Company becoming a productive and more often as necessarysophisticated organization with innovative and empowered personnel. The Compensation Committee and the Chief People Officer have implemented a “succession planning roadmap,” which includes assessing leadership demands, identifying succession candidates, preparing role and transition requirements, and tracking the plan continuously. Senior management position profiles are built by connecting business priorities to identify potential successorsleadership considerations and oversee their career development planning. The CEO provides the Board with recommendationsconsidering values and evaluations of potential successors, along with a review of their development plans when the individuals are internal candidates.leadership competencies.

The Board and senior management team meet annually to review the Company’s strategic plan in depth. During this session, the Board and management review the Company’s vision, as well as the Company’s strategic plan for the next three to five years. The group has extensive discussions regarding the Company’s primary strategic drivers and a specific plan for how management can execute on these growth and efficiency initiatives. The Board also engages in discussion regarding various aspects of the Company’s corporate strategy, including major business and organizational initiatives and potential business development opportunities, at each regular meeting.

During the third quarter of 2020, the Board approved management’s engagement of a global consulting firm to assist management with reviewing and adapting the pre-existing strategic plan in order to foster growth and improve execution and efficiency, all with the end goal of increasing total shareholder return. As a result of this strategic project, which has continued into 2021, the Board and management have had extensive discussions regarding the Company’s long-term strategy, resulting in the identification of primary strategic drivers and a specific plan for how management can execute on these growth and efficiency initiatives.

Board Structure and Committees

Our Board of Directors is divided into three classes, with one class of directors being elected at each annual meeting of stockholders. Each director serves for a term of three years and until his or her successor is elected and qualified. Until October 2020, theThe Company had threehas four standing committees of the Board of Directors: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The Board createdCommittee, and the Innovation and Technology Committee effective October 28, 2020, and this committee held its first meeting on January 29, 2021.Committee. The Board may from time to time form other committees as circumstances warrant. Such committees will have the authority and responsibility as delegated by the Board.

The current members and responsibilities of the standing committees of the Board, of Directors at such time.

The following table sets forth the current membership of the Board of Directors and each committee of the Board and includesas well as the number of meetings that the Board and each committee held during 2020:2023, are set forth in the tables below:

C = Chairperson

• = Member

Audit Committee

The current members of the Audit Committee are Charles P. Huffman (Chairperson), Regina M. Benjamin and Denise W. Warren, each of whom qualifies as independent under applicable Nasdaq listing standards and satisfies the heightened independence standards under SEC rules. Furthermore, in accordance with SEC rules, the Board has determined that each of Charles P. Huffman and Denise W. Warren qualifies as an “audit committee financial expert” as defined by the applicable SEC rules. The Report of the Audit Committee appears on page 52 of this Proxy Statement.

Review, consult and make recommendations and/or determinations regarding employee compensation and benefit plans and programs generally, including employee bonus and retirement plans and programs;

Equity Ownership and Retention Requirements for Non-Employee Directors

CPSITruBridge has always encouraged directors to have a financial stake in the Company, and the directors have generally owned shares of our common stock. Under the current stock ownership policy, directors have until the later to occur of October 30, 2022 and five years from the date of such director’s election to acquire and beneficially own shares of CPSITruBridge common stock with a value equal to at least five times the director’s annual retainer. Additionally, non-employee directors are required to retain all of the net shares (as defined in the amended Corporate Governance Guidelines) obtained through the Company’s equity plans until the stock ownership guidelines are achieved. The amended Corporate Governance Guidelines are available on our website at http://investors.cpsi.cominvestors.trubridge.com under “Corporate Governance.”

The minimum number of shares to be held by a director will be calculated on the first trading day of each calendar year (a “Determination Date”) based on the fair market value of such shares. Any subsequent change in the value of the shares will not affect the amount of stock directors should hold during that year. For purposes of meeting the ownership guidelines, the following categories of stock are counted: (i) shares owned directly, (ii) shares owned indirectly (e.g., by a spouse, minor children or a trust), and (iii) time-vestingtime-based restricted stock. However, unexercised stock options and unearned performance shares, if any, are not counted toward meeting the guideline. If the number of shares that a director should own is increased as a result of an increase in the amount of such director’s annual retainer, the director will have five years from the effective date of the increase to attain the increased level of ownership. If the number of shares that a director should own as of a Determination Date is increased as a result of a decrease in the Company’s stock price, the director will have until the later of three years from such Determination Date and the date by which such director was otherwise required to comply with the ownership guidelines to attain the increased level of ownership. All of the Company’s non-employee directors currently satisfy the stock ownership guidelines, consistent with the applicable time periods the directors have to achieve the required ownership levels.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Compensation Discussion and Analysis

Overview

This Compensation Discussion and Analysis (“CD&A”) provides information about the material components of our executive compensation programs for our named executive officers (“NEOs”), whose compensation is set forth in the 20202023 Summary Compensation Table and other compensation tables contained in this Proxy Statement:

Our compensation program is designed to motivate and retain our executive officers, to align their financial interests with those of our stockholders, and to reward Company performance and/or behavior that enhances stockholder returns. This CD&A explains the compensation decisions that the Compensation Committee of the Board of Directors made in 20202023 and early 20212024 for our NEOs.

Executive Summary and Impact of COVID-19 on 2020 and 2021 Compensation Programs

Despite 2023 being a challenging year for the Company’s performance in 2020 being negatively affected by the COVID-19 pandemic,Company, the Compensation Committee believes that management demonstrated outstanding leadership to manage throughmade significant strides in preparing for the crisis, delivered strong operational performancefuture. Throughout 2023, and better positionedparticularly during the second half of the year, the Company experienced downward pressure on bookings, a key operational metric used by management to assess the relative success of our sales generation efforts. Further, continued investments in technology, innovation including cloud migration, and sales and marketing put further downward pressure on profitability. Despite these challenges, management took purposeful actions to continue to transform and strengthen the Company. The Board and management believe that these actions will help the Company to rebound in 2024 with strong financial and operational outcomes, and set the Company on an ascendant trajectory for success in 2021.the coming years. Highlights of the Company’s accomplishments during 20202023 are as follows:

Due to the negative effects of the COVID-19 pandemic, a majority of the recipients of the Company’s 2020 annual performance-based cash incentive awards did not receive a payout under such awards. Despite the Compensation Committee’s belief that management was deserving of some portion of their annual cash bonuses,financial and operational performance in 2023, the Compensation Committee determined that it was appropriate to approve the payouts of the annual performance-based cash incentive awards at the actual level of performance, resulting in the best interestsparticipants (including our non-commissioned NEOs) receiving approximately 14% of the Company and its stockholders not to pay any discretionary bonuses to the NEOs for 2020. Additionally, as detailedtheir target awards. Additional detail is provided below under “Elements Used to Achieve Compensation Objectives—Long-Term Incentive Awards,Annual Performance-Based Cash Bonuses.” In March 2021, the Company’s performance in 2020, the third year of the three-year performance period forCompensation Committee granted performance share awards granted in 2018, decreasedto the payoutexecutive officers of such awardsthe Company, including our NEOs, with the actual number of performance shares to 84% of target. Such long-term equity awards werebe earned based on the averagegrowth of the Company’s cumulative Adjusted earnings perEPS (as defined below) over a three-year performance period. Due to the significant and negative effects of COVID-19, primarily due to the effect of the pandemic on the patient volumes for our clients during 2021, the Company did not achieve the threshold level of Adjusted EPS growth for the three-year (2021 – 2023) performance period. Consequently, the NEOs did not receive any of these performance share (“EPS”) growth in each of three years.awards, as described below under “Elements Used to Achieve Compensation Objectives—Long-Term Incentive Awards.”

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When establishing the elements and levels of the 20212024 executive compensation program, the Compensation Committee took into account management’sthe strong performance in leadingefforts of management, including our NEOs, to weather a difficult 2023, as well as the Company throughfact that the COVID-19 pandemic, including their focus on both short-term operational performance and long-term strategic planning. The Committee also considered that members of senior management,executive officers, including our NEOs, did not receive any amount of their 2020 cash incentivethe performance share awards and received less thaneligible to be earned for the target number of performance shares pursuantperiod from January 1, 2021 to December 31, 2023 due to the long-term equity award granted in 2018.negative effects of COVID-19. The Committee also considereddecided that base salaries had not been increased for senior management since 2016 in deciding to increase the base salaries and bonus target percentages for certain of our NEOs for 2021. The Committee also decided notit was appropriate to make any substantive structural changescertain adjustments to the 20212024 incentive compensation program for executives after confirming thatin order to focus the core performance metrics used in the annual cash incentive awards and long-term performance share awards align withmanagement team on the key strategicmetrics of revenue growth, profitability and operational priorities for 2021.free cash flows, and recognize the impact that individual members of management can have on different performance metrics.

Compensation Philosophy and Objectives

The primary goal of our compensation program is to align the interests of our executives with those of our stockholders. We believe the best way to do that is to use performance metrics aligned with the Company’s corporate strategy and to have a large share of executive compensation at risk and measured against the most important of our short- and long-term goals. The metrics that our Compensation Committee has chosen to utilize in the compensation program are intended to focus our executives on growth, profitability, and returns to stockholders.

Our compensation program incorporates the following fundamental objectives from our corporate strategy:

Our approach to executive officer compensation is linked to our historical method for identifying and selecting executive officers to manage the Company. Generally, we have sought to identify and promote talented individuals from within the Company to become our executive officers. Specifically, those individuals hired by us who have demonstrated over time the greatest ability to successfully develop, market and manage our products and services, who have developed a comprehensive understanding of our operations and finances from the ground up, and who have exhibited strong management skills have been promoted by the Board of Directors to the executive officer ranks. We feel that this method of selecting executive officers offers us the best chances of continuing to grow our business and of generating long-term returns for our stockholders. Also, we will continue to consider external sources of executive talent when the Company enters a new market or requires new skills in order to execute our strategy. Our compensation philosophy is consistent with, and attempts to further, our belief that the caliber and motivation of our executive officers, and their leadership, are critical to our success. In order to attract and retain the highest quality executive talent, we consider the 50^th percentile of compensation paid by our peers and other market data sources and seek to offer a competitive total direct compensation package (consisting of base salary, annual cash incentive and long-term equity incentive awards) to our executives.

The principal components of compensation for our NEOs include:

financial interests with those of our stockholders. We believe that our compensation program has been successful in retaining executive talent in that all of the current NEOs except one have been employed by the Company for at least 20 years, and that it is important to continue to create incentives to ensure the retention of those executives and other employees who are critical to the success of our business. We also believe that our compensation program is competitive enough to allow us to attract new executive talent as needed in order to help deliver on the Company’s strategy.

ShareholderStockholder Engagement and Consideration of Prior ShareholderStockholder Advisory Votes

We engage proactively with our stockholders to discuss corporate governance, our compensation programs and any other matters of interest. The feedback we receive through our shareholderstockholder relations and shareholderstockholder outreach programs enhances our understanding of our shareholders’stockholders’ views. Based on feedback received, we consulted with our independent executive compensation advisor and made significant improvements to our executive compensation program. In 2017 and 2018, we added a peer comparison metric to our long-term equity incentive awards, shifted to a higher percentage of performance-based equity, and required our executives to retain their equity awards until they achieve a meaningful, prescribed level of ownership of the Company’s common stock. In 2019, we added operating performance metrics to the annual cash incentive program in order to align these incentive awards more closely to the corporate strategy. We also changed our approach to goal-setting by using the current year financial plan instead of prior-year performance to set performance targets for the short- and long-term incentive program. In 2020, we completed the transition that started in 2018 to migrate from a one-year to a three-year performance period for our performance-based equity awards and we started applying a cumulative, three-year performance goal to these awards instead of resetting the performance goals based on prior-year performance. The Board and senior management remain committed to open and transparent communication and engagement with our shareholdersstockholders and take all feedback into consideration when evaluating our compensation program design.

We provide our stockholders with the opportunity annually to vote to approve, on an advisory basis, the compensation of our NEOs (often referred to as a “say-on-pay” vote). Although the “say-on-pay” vote is advisory and non-binding, the Compensation Committee considers the outcome of the vote as part of its executive compensation planning process. At each of the Annual Meetings of Stockholders from 2015 through 2020,2023, over 95%92% of the votes cast on the “say-on-pay” proposal were voted in favor of the compensation of our NEOs as disclosed in the proxy statement for such meeting. Our Compensation Committee considered this high level of stockholder support when determining the compensation for 20202023 and 2021.

As required by SEC rules, we also provided our2024, and hearing no suggestions from stockholders with an opportunity to vote, on an advisory basis, onfor significant change, determined that the frequency of future say-on-pay votes at the 2017 Annual Meeting of Stockholders. At that meeting, the Company’s stockholders voted overwhelmingly to recommend that future say-on-pay votes be held annually. Our Board adopted that recommendationexecutive compensation program and accordingly, our stockholders will continue to have an annual opportunity to vote to approve, on an advisory basis, the compensation of our NEOs. Pursuant to SEC rules, the next advisory vote on the frequency of future say-on-pay votes will be held no later than the Company’s 2023 Annual Meeting of Stockholders.incentive designs remain appropriate.

Peer Group and Benchmarking

FW Cook provides the Compensation Committee with market information and assists the Compensation Committee in understanding the competitive market for the Company’s executive positions. In considering the competitive environment, the Committee reviews compensation information disclosed by a peer group of comparatively sized companies with which we compete for business and executive talent, and the composition of the peer group is reviewed annually to ensure that each company remains appropriate for inclusion. At the direction of the Compensation Committee, the peer group was developed with a particular focus on companies that provide services in the health care technology, application software, research and consulting, and other healthcare-related industries and are of a similar size as the Company (as measured by revenue, assets,EBITDA, market capitalization and enterprise value).

Elements Used to Achieve Compensation Objectives

The compensation of our NEOs consists of base salaries, annual performance-based cash bonuses, long-term incentive awards and employee benefits, as described below. One of our NEOsOur NEO who is responsible for sales also receives sales commissions as described under “—Sales Commissions.” Our NEOs are also entitled to certain compensation and benefits upon qualifying terminations of employment pursuant to the various award agreements under the Plans, as described below under “Potential Payments Upon Termination or Change in Control.”

Base Salaries. Each NEO’s base salary is determined principally by the responsibilities required by the executive’s position, as well as the executive’s tenure and performance, and also takes into account the amount of other elements of compensation. TheIn March 2023, the Compensation Committee did not approve any changesdetermined that it was appropriate to increase the annualbase salaries for certain NEOs. The 2023 base salaries of our NEOs for 2020, and these base salaries have been held constant since 2016:were:

The amount of any future increase or decrease in base salary will be considered based on the above mentionedabove-mentioned factors, including the Company’s financial performance and, in the discretion of the Compensation Committee, the compensation paid by our competitors and/or other comparable-sized companies.

Annual Performance-Based Cash Bonuses. In order to further align the interests of the executives with those of the stockholders, the Compensation Committee granted performance-based cash bonus awards to each NEO, except for Mr. RosserMs. Severance who was eligible for commission-based compensation. Each eligible NEO was granted a target incentive amount, with the actual incentive earned to be calculated based on twothree key financial /and operational metrics:metrics, as well as individual goals:

“Adjusted EBITDA” is a non-GAAP financial measure andthat consists of GAAP net income as reported, adjusted for:for (i) deferred revenue purchase accounting adjustments arising from purchase allocation adjustments related to business acquisitions; (ii) depreciation expense; (ii)(iii) amortization of software development costs; (iv) amortization of acquisition-related intangible assets; (iii)(v) stock-based compensation expense; (iv)compensation; (vi) severance and other non-recurring expenses; (v) goodwill impairment charges; (vi)(vii) interest expense and other, net; (viii) gain on contingent consideration; and (vii)(ix) the provision for income taxes. The Compensation Committee believes

“Recurring revenue” is defined as the total amount of all revenue for which contractual terms and application of GAAP result in a pattern of revenue recognition that

“Total retention” is calculated by comparing certain revenues in a one-month period to revenues generated by those same customers one year later. The Committee incorporated total customer retention as a performance metric starting in 2021 because it aligns with the Company’s goal of maintaining a substantial core customer base.

The Committee chose to incorporate individual goals into the cash incentive program beginning in 2023 in order to recognize each NEO’s specific contributions toward the Company’s success. Each NEO’s goals were established by the Committee, and Mr. Fowler provided input as to the goals for the other NEOs. In order to receive any payout associated with the individual goals, the threshold performance goal for Adjusted EBITDA must have been achieved.

The weightings of the performance metrics applicable to the performance-based cash bonus awards granted in 20202023 and the threshold, target and maximum levels for such performance metrics were as follows:

The Compensation Committee decided to set the target goals for each of the performance measures consistent with the Company’s internal budget in order to drive strong performance and focus management on increasing long-term stockholder value. The Company interpolates between the threshold, target and maximum award amounts.

Actual Results

The Company achieved the following performance levels in 2020,2023, which resulted in the NEOs receiving no annual cash bonuses:incentive awards at an amount equal to approximately 14% of target:

Each of Adjusted EBITDA and recurring revenue growth were significantly and negatively impacted by COVID-19. Specifically, a large portion of TruBridge revenues bears a direct correlation to the respective patient volumes for our clients. These volumes were significantly below pre-pandemic levels for much of 2020, as hospitals temporarily ceased elective procedures while heightened public health concerns deterred many individuals from seeking care in the hospital setting.

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The individual target cash bonus amounts including as a percentage of salary, for the NEOs who received performance-based cash bonus awards for 20202023, as well as the target bonus amount as a percentage of such NEOs’ base salaries and the actual cash bonuses paid, were as follows:

Long-Term Incentive Awards. We make long-term grants of equity compensation to executive officers in order to align their interests and compensation with the long-term interests of stockholders and provide an incentive for them to maintain their relationship with the Company. The Committee considers many factors in determining the appropriate mix of long-term equity awards in order to retain, incentivize and appropriately reward executives for the creation of value for stockholders. As discussed above under “Shareholder Engagement and Consideration of Prior Shareholder Advisory Votes,” theThe Compensation Committee believes that greater weight should be placed on performance based awards and, therefore, issues 60% of the annual long-term incentive grant in the form of performance share awards and 40% in the form of time-based restricted stock.

2021 Performance Share Awards – Actual Results

In March 2018,2021, the Compensation Committee granted performance share awards to each executive officer of the Company, including our NEOs, with the actual number of performance shares to be earned based on the average of the Company’s cumulative Adjusted EPS growth in each year ofover a the three-year performance period. Specific to 2020, Adjusted EPS in 2021 and beyond was significantly and negatively impacted by COVID-19, primarily due to the effect of the pandemic on the patient volumes for our clients and, consequently, on TruBridge revenues. The final payout was 84%0% of target, as outlined below:

Employment Severance and Change-in-ControlOther Arrangements

Our NEOs do not haveEmployment Agreement with Mr. Fowler. On July 1, 2022, the Company entered into an employment severance or change-in-control agreements.Our NEOs serve atagreement with Mr. Fowler (the “Employment Agreement”), concurrently with his appointment as the willCompany’s President and Chief Executive Officer. The Employment Agreement provided for an initial annual base salary of $600,000 and provides that Mr. Fowler is eligible to receive an annual bonus. Mr. Fowler is eligible to participate in the Board,2019 Incentive Plan and is entitled to participate in all employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time, on a basis which enablesis no less favorable than is provided to other similarly situated executives of the Company, to terminate their employmentthe extent consistent with discretion as toapplicable law and the terms of the applicable plans.

The Employment Agreement may be terminated by either party at any severance arrangement. Thistime and for any reason upon thirty (30) days’ advance written notice. Under the terms of the Employment Agreement, Mr. Fowler is consistent witheligible for specified termination payments and benefits in the Company’s employment and compensation philosophy. However, the NEOs are eligible to receive certain benefits upon theevent of a termination of theirMr. Fowler’s employment with(i) due to his death or disability, (ii) by Mr. Fowler without good reason, by the Company for cause, or upon a non-renewal of the Employment Agreement by Mr. Fowler, (iii) by Mr. Fowler for good reason, by the Company without cause, or upon a non-renewal of the Employment Agreement by the Company, or (iv) by Mr. Fowler for good reason, by the Company without cause, or upon a non-renewal of the Employment Agreement by the Company within twelve (12) months following a change inof control of the Company, subject to his execution and non-revocation of a release of claims in the Company’s favor and his compliance with respect to awards madeconfidentiality, non-competition, non-solicitation, non-disparagement and other covenants, all as more specifically provided for in the Employment Agreement and described below under “Potential Payments Upon Termination or Change in Control.” The Company believes that the severance payments and benefits payable under the Plans. As set forthEmployment Agreement are consistent with industry practice.

Executive Severance Agreements with Certain Executive Officers.Between June 20, 2023 and June 23, 2023, the Company entered into an Executive Severance Agreement (the “Severance Agreement”) with each of Mr. Chambless, Mr. Dye, Ms. Severance and Mr. Cronkite, as well as other members of the Company’s senior management team (each, an “Executive”). The purposes of the Severance Agreements are to standardize the compensation arrangements among the Company’s senior management team and to aid in the award agreements entered into pursuantCompany’s attraction and retention of executive-level talent, as well as to enhance protections for the Plans, if a NEO’s employmentCompany in connection with executive transitions. Under the Severance Agreement, in the event the Executive is terminated due to death or “Disability” (as defined inby the Plans), the executive will be entitled to receive the pro rata portion of any performance-based cash bonus and any performance share award that would have been earned had the termination not occurred, and the vesting of any unvested restricted stock will automatically accelerate. If a NEO’s employment is terminatedCompany without “Cause” (as defined in the Plans)Severance Agreement), the Compensation Committee may determine, in its sole discretion, to accelerate the vesting of all or any portion of unvested restricted stock, but any performance-based cash bonus and any performance share award will be forfeited. Finally, in the event ofother than within 12 months following a “Change in Control” of the Company (as defined in the Plans) priorSeverance Agreement) of the Company, the Executive will be eligible to receive, in addition to any accrued but unpaid amounts or benefits, (i) 12 months (18 months, in the case of Mr. Dye) of equal installment payments which are in the aggregate equal to 1 times (1.5 times, in the case of Mr. Dye) the sum of the Executive’s base salary and target bonus for the year in which the termination event occurs; (ii) up to 12 months (18 months, in the case of Mr. Dye) of reimbursements for medical and/or dental continuation coverage; (iii) continued vesting of the Executive’s outstanding unvested shares of restricted stock during the period in which the Executive is subject to non-competition and non-solicitation covenants; and (iv) a pro rata portion of the Executive’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 the Executive was employed by the Company during the performance period.

The Severance Agreement further provides that, in the event the Executive is terminated by the Company without Cause within 12 months following a Change in Control of the Company, the Executive will be eligible to receive, in addition to any accrued but unpaid amounts or benefits, (i) a lump sum payment equal to one and 1.5 times (2 times, in the case of Mr. Dye) the sum of the Executive’s base salary and target bonus for the year in which the termination event occurs; and (ii) up to 12 months (18 months, in the case of Mr. Dye) of reimbursements for medical and/or dental continuation coverage.

The Executive’s receipt of severance payments and benefits is subject to the last dayExecutive’s execution and non-revocation of a performance period, any performance-based cash bonusrelease of claims in the Company’s favor and any performance share award will be paid or deemed earned atcompliance with confidentiality, non-disparagement and other covenants, all as more specifically provided for in the target levelSeverance Agreement. Additionally, the Executive’s receipt of achievement,severance payments and benefits is subject to the vestingExecutive’s compliance with non-competition and non-solicitation covenants for 12 months (18 months, in the case of any unvested restricted stock will automatically accelerate.

The Compensation Committee believes these benefits are necessary in order to retain qualified officers. See “Potential Payments Upon Termination or Change-in-Control” below for additional detail.Mr. Dye) following the termination event.

Perquisites and Other Benefits

None of our executive officers receive any perquisites. Our policy is to not provide perquisites to executives, in part because we believe that they do not effectively incentivize management to improve the financial performance of the Company. Additionally, we do not maintain any pension or defined benefit plans for the benefit of our executive officers.

Our executive officers, including the NEOs, are eligible to participate in the Company’s 401(k) plan on the same terms as all of our employees. The plan allows eligible employees to contribute up to 60% of their pre-tax earnings up to the statutory limit prescribed by the Internal Revenue Service. The Company matches a discretionary amount determined by the Board of Directors. In 2020,2023, we matched employee contributions up to $2,000 per employee.Our executive officers, including the NEOs, also participate in our other benefit plans on the same terms as our other employees. These plans include medical and dental insurance, life insurance and long-term disability insurance.

Recoupment Policy

Time-based restricted stock awards, performance-based cash bonus awards and performance-based share awards granted under the Plans are subject to recovery or adjustment by the Company as may be required pursuant to any law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

In October 2023, we adopted a Policy for the Recovery of Erroneously Awarded Compensation (the “Clawback Policy”), in compliance with the requirements of the Dodd-Frank Act, final SEC rules and applicable Nasdaq listing standards, which covers our current and former officers subject to Section 16 of the Exchange Act, including all of our NEOs. Under the Clawback Policy, if there is a restatement of our financial results, the Company will recover erroneously awarded incentive compensation from such officers during a three-year lookback period.

Prohibition on Pledging and Hedging of Company Stock and Equity Award Repricing

The Company’s Insider Trading Policy (the “Policy”) prohibits the directors, officers and employees of the Company and any of its subsidiaries from pledging their common stock in the Company as security or engaging in transactions designed to “hedge” against the price of the Company’s common stock. The Policy explicitly prohibits short sales and hedging or monetization transactions, including options trading (buying or selling puts or calls or other derivative securities). These restrictions ensure that the NEOs, as well as other Company personnel, cannot offset or hedge against declines in the price of the Company’s common stock they own or have a personal interest in the price of their shares that may be different from the interests of other stockholders generally. None of the Company’s directors or executive officers currently engage in any pledging or hedging transactions.

The Board of Directors and the Compensation Committee view equity-based compensation to be a key factor in incentivizing the future performance of our executives. Consequently, the 2019 Incentive Plan provides that the Compensation Committee is not permitted to reduce the exercise price of outstanding stock options or stock appreciation rights; replace any stock option or stock appreciation right with a new award with a lower exercise price; cancel any stock option or stock appreciation right in exchange for cash; or take any other action that would be treated as a repricing under the Nasdaq listing rules.

Equity Ownership and Retention Requirements for Executive Officers

The Board of Directors has always encouraged the Company’s executive officers to have a financial stake in the Company, and the officers have generally owned shares of our common stock. Under the current stock ownership policy, the Chief Executive Officer should acquire and beneficially own shares of the Company’s common stock valued at five (5) times such individual’s annual base salary. Each other executive officer should acquire and beneficially own shares of the Company’s common stock valued at two (2) times such individual’s annual base salary. Current executive officers had until the later of (i) January 2019 or (ii)have five years from the date of his or her designation by the Board as an executive officer to satisfy this guideline. Additionally, officers are required to retain 100% of the net shares (as defined in the amended Corporate Governance Guidelines) obtained through the Company’s equity plans beginning on the one-year anniversary of the date of his or her designation by the Board as an executive officer until the stock ownership guidelines are achieved. All of the Company’s executive officers currently satisfy the stock ownership guidelines.guidelines, consistent with the applicable time periods the executive officers have to achieve the required ownership levels. The Corporate Governance Guidelines contain these requirements and are available on our website at http://investors.cpsi.cominvestors.trubridge.com under “Corporate Governance.”

As with the stock ownership guidelines for the Company’s non-employee directors, the minimum number of shares to be held by an executive officer will be calculated on the first trading day of each calendar year based on the fair market value of such shares (a “Determination Date”). Any subsequent change in the value of the shares will not affect the amount of stock executive officers should hold during that year. For purposes of meeting the ownership guidelines, the following categories of stock are counted: (i) shares owned directly, (ii) shares owned indirectly (e.g., by a spouse, minor children or a trust), and (iii) time-vestingtime-based restricted stock. However, unexercised stock options and unearned performance shares, if any, are not counted toward meeting the guidelines. If the number of shares that an executive officer should own is increased as a result of an

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increase in the amount of such officer’s annual base salary, the officer will have five years from the effective date of the increase to attain the increased level of ownership. If the number of shares that an executive officer should own as of a Determination Date is increased as a result of a decrease in the Company’s stock price, the executive officer will have until the later of three years from such Determination Date and the date by which such executive officer was otherwise required to comply with the ownership guidelines to attain the increased level of ownership.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

COMPENSATION COMMITTEE

Denise W. Warren, Mark V. Anquillare, Chairperson

Christopher T. Hjelm

Glenn P. TobinDenise W. Warren

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Summary Compensation Table

The following table summarizes the total compensation paid to or earned by each of the Company’s NEOs for the fiscal years ended December 31, 2020, 20192023, 2022 and 2018.2021. Additional information about our executive compensation program can be found in the Compensation Discussion and Analysis contained in this Proxy Statement. The Company has not entered into any employment agreements with any of the NEOs.