| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 27, 2024, TruBridge, Inc. (the “Company”) appointed Vita MacIntyre to serve as the Controller of the Company. In this capacity, Ms. MacIntyre will serve as the Company’s principal accounting officer. Prior to joining the Company, Ms. MacIntyre served as the Assistant Corporate Controller of Diversey, Inc., a provider of hygiene, infection prevention and cleaning solutions, from August 2018 to March 2024. She served as the Global Controller of Curvature, Inc. (f/k/a SMS Systems Maintenance Services, Inc.), an information technology support, products and services provider (“Curvature”), from September 2011 to April 2018, and Director of Accounting of Curvature from May 2011 to September 2011. Prior to this, she held various accounting-related positions at Albemarle-Lithium (f/k/a Chemetall Foote Corp.) and RSM US LLP.
There is no written employment agreement between Ms. MacIntyre and the Company. Her annual base salary is $235,000 and she is eligible to receive discretionary bonuses and to participate in the Company’s Amended and Restated 2019 Incentive Plan, as well as the Company’s regular benefit plans and programs. In connection with Ms. MacIntyre’s appointment as Controller, she entered into a Cash Retention Agreement, dated as of March 27, 2024 (the “Retention Agreement”), providing for a one-time sign-on cash bonus of $40,000, which will be payable within thirty (30) days of her start date. If Ms. MacIntyre’s employment with the Company terminates within eighteen (18) months of her start date due to a reason other than death, disability, or termination by the Company without “Cause” (as defined in the Retention Agreement), the cash bonus will be subject to repayment by Ms. MacIntyre in an amount based on the number of months that she was employed with the Company.
Except for the Retention Agreement, there are no arrangements or understandings between Ms. MacIntyre and any other persons pursuant to which she was appointed as the Company’s Controller and principal accounting officer. There is no family relationship existing between Ms. MacIntyre and any executive officer or director of the Company, and there are no related party transactions between the Company and Ms. MacIntyre that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
The foregoing summary of the Retention Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are filed herewith:
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