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Pay vs Performance Disclosure
12 Months Ended 60 Months Ended
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2025
Pay vs Performance Disclosure            
Pay vs Performance Disclosure, Table

Pay Versus Performance

 

As required by Section 953(a) of the Dodd-Frank Wall Street Reform Act and Consumer Protection Act and Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to executive officers of the Company and the Company’s financial performance. 

 

 

A.

Required Tabular Disclosure of Compensation Actually Paid versus Performance

 

The following table discloses information on "compensation actually paid" or "CAP" (as determined pursuant to SEC rules) to our principal executive officer ("PEO") and (on average) to our other Named Executive Officers ("non-PEO NEOs") during the specified years alongside total shareholder return and net income, as well as the Company-selected measure of Company adjusted EBITDA, as defined under the 2025 Cash Incentive Bonus Plan ("2025 Incentive Plan Company Adjusted EBITDA"). The Company selected this measure as the most important in linking compensation actually paid to our Named Executive Officers for 2025 to Company performance by virtue of the fact that the 2025 Cash Incentive Bonus Plan was a key component of our 2025 executive compensation program, and 2025 Incentive Plan Company Adjusted EBITDA was the primary metric for determining achievement under the 2025 Cash Incentive Bonus Plan for all of our Named Executive Officers. 

 

                                   

Value of initial fixed $100 investment based on (3):

                 

Year (1)

 

Summary compensation table total for PEO

   

Compensation actually paid to PEO (2)

   

Average summary compensation table total for non-PEO NEOs

   

Average compensation actually paid to non-PEO NEOs (2)

   

Total shareholder return

   

Peer group total shareholder return (Dow Jones US Software TSM)

   

Net Income (4)

   

Company-selected measure: Adjusted EBITDA (5)

 

2025

    868,037       715,421       1,024,881       825,997       106.97       180.42       18,342,000       71,740,000  

2024

    702,131       786,546       820,457       927,914       146.79       165.18       20,007,000       66,726,000  

2023

    727,109       787,761       795,497       853,601       124.27       140.24       15,213,000       61,295,000  

2022

    749,901       735,100       811,303       787,891       113.74       88.04       12,091,000       53,192,000  

2021

    641,950       714,120       746,776       827,431       120.70       131.75       5,845,000       52,315,000  

 

(1)

Non-PEO NEOs in the table above include the following individuals: for 2021, J. Edward Pearson, Michael Sousa, Scott A. Roberts, and Kevin P. O'Hara; for 2022, J. Edward Pearson, Michael Sousa, Scott A. Roberts, and Trisha L. Coady; for 2023, Michael Sousa, Michael M. Collier, Scott A. Roberts, and Trisha L. Coady; for 2024, Michael Sousa, Michael M. Collier, Kevin P. O'Hara, and Scott A. Roberts, and for 2025, Scott A. Roberts, Michael M. Collier, Kevin P. O'Hara, and Trisha L. Coady. Our principal executive officer for each of the years set forth above was Robert A. Frist, Jr.

 

 

         
PEO Total Compensation Amount $ 868,037 $ 702,131 $ 727,109 $ 749,901 $ 641,950  
PEO Actually Paid Compensation Amount $ 715,421 786,546 787,761 735,100 714,120  
Adjustment To PEO Compensation, Footnote

(2)

Adjustments made to calculate "compensation actually paid" pursuant to the SEC rules to our principal executive officer for the years set forth below are as follows:

 

PEO

 

2025

   

2024

   

2023

   

2022

   

2021

 

Total Compensation in SCT

    868,037       702,131       727,109       749,901       641,950  

Less: Grant date value of stock awards and option awards reported in SCT

    (304,526 )     (150,020 )     (150,006 )     (205,336 )     (131,548 )

Plus: Year-end value of awards granted during the year that are outstanding and unvested as of year-end

    265,569       170,448       172,235       240,128       150,700  

Plus/(less): Change in fair value, from prior year-end to year-end, of awards granted in a prior year that are outstanding and unvested as of year-end

    (105,476 )     65,349       30,524       (15,580 )     44,436  

Plus/(less): Change in value, from prior year-end to vesting date, of awards granted in a prior year that vested during the year

    (8,183 )     (1,362 )     7,899       (34,013 )     8,582  

Less: Prior year-end value of awards granted in a prior year that failed to vest during the year

                             

Total Adjustments

    (152,616 )     84,415       60,652       (14,801 )     72,170  

Compensation Actually Paid

    715,421       786,546       787,761       735,100       714,120  

 

         
Non-PEO NEO Average Total Compensation Amount $ 1,024,881 820,457 795,497 811,303 746,776  
Non-PEO NEO Average Compensation Actually Paid Amount $ 825,997 927,914 853,601 787,891 827,431  
Adjustment to Non-PEO NEO Compensation Footnote
  Adjustments made to calculate “compensation actually paid” pursuant to the SEC rules to our named executive officers (other than our principal executive officer) on average for the years set forth below are as follows:

 

Average of Non-PEO NEOs

 

2025

   

2024

   

2023

   

2022

   

2021

 

Total Compensation in SCT

    1,024,881       820,457       795,497       811,303       746,776  

Less: Grant date value of stock awards and option awards reported in SCT

    (507,164 )     (326,717 )     (286,382 )     (343,069 )     (316,719 )

Plus: Year-end value of awards granted during the year that are outstanding and unvested as of year-end

    409,687       380,590       310,886       273,103       359,083  

Plus/(less): Change in fair value, from prior year-end to year-end, of awards granted in a prior year that are outstanding and unvested as of year-end

    (93,055 )     61,531       26,078       115,132       29,252  

Plus/(less): Change in value, from prior year-end to vesting date, of awards granted in a prior year that vested during the year

    (8,352 )     (7,947 )     7,522       (68,578 )     9,039  

Less: Prior year-end value of awards granted in a prior year that failed to vest during the year

                             

Total Adjustments

    (198,884 )     107,457       58,104       (23,412 )     80,655  

Compensation Actually Paid

    825,997       927,914       853,601       787,891       827,431  

 

 

(3)

Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2020 in our stock and the Dow Jones US Software TSM index. The Dow Jones US Software TSM index was the index that was disclosed in our performance graph in Part II, Item 5 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 27, 2026 pursuant to Item 201(e) of Regulation S-K. 

 

(4)

Reflects after-tax net income prepared in accordance with GAAP for each of the years shown above.

 

(5)

Adjusted EBITDA as defined under the Company’s 2025 cash incentive bonus plan, or 2025 Incentive Plan Company Adjusted EBITDA, equals the Company’s consolidated adjusted EBITDA for the year ended December 31, 2025 as publicly disclosed by the Company, subject to the following adjustments: (i) excluding acquisition-related expenses incurred during the year to the extent such expenses were in excess of the amount originally allocated to such purpose in the Company's 2025 budget, and (ii) excluding the impact on adjusted EBITDA from acquisitions and divestitures consummated during the year. For purposes of clarity, the calculation of consolidated adjusted EBITDA as publicly disclosed by the Company, as well as 2025 Incentive Plan Company Adjusted EBITDA, takes into account any bonus amounts payable by the Company under the 2025 Cash Incentive Bonus Plan. For additional information regarding this measure, see "Compensation Discussion and Analysis" above. In addition, see Appendix A for additional information regarding adjusted EBITDA as publicly disclosed by the Company, including a reconciliation of adjusted EBITDA for the year ended December 31, 2025, to the most comparable GAAP measure, net income.

         
Compensation Actually Paid vs. Total Shareholder Return

 

C.

Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

 

The following graphs illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company total shareholder return and cumulative total shareholder returns of the Dow Jones US Software TSM index. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with the SEC rules and may not fully represent the actual final amount of compensation earned by or actually paid to our Named Executive Officers during the applicable years. 

 

 

p1.jpg
 

 

         
Compensation Actually Paid vs. Net Income
 
p2.jpg
 
         
Compensation Actually Paid vs. Company Selected Measure

 

 

p3.jpg

 

         
Tabular List, Table
 

B.

Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance

 

Listed below are the performance measures which in our assessment represent the most important financial performance measures (as defined by SEC rules) we used to link compensation actually paid to our Named Executive Officers for 2025 to the Company's performance.

 

2025 Most Important Financial Performance Measures

 

 

2025 Incentive Plan Adjusted EBITDA (as calculated under the 2025 Cash Incentive Bonus Plan)

  2025 Incentive Plan Revenue Growth Percentage Rate (as calculated under the 2025 Cash Incentive Bonus Plan)
  2025 RSU Company Adjusted EBITDA (as calculated per the performance criteria established by the Compensation Committee under the 2022 Plan) 
         
Total Shareholder Return Amount $ 106.97 146.79 124.27 113.74 120.7  
Peer Group Total Shareholder Return Amount 180.42 165.18 140.24 88.04 131.75  
Net Income (Loss) $ 18,342,000 $ 20,007,000 $ 15,213,000 $ 12,091,000 $ 5,845,000  
Company Selected Measure Amount 71,740,000 66,726,000 61,295,000 53,192,000 52,315,000  
PEO Name           Robert A. Frist, Jr.
Measure:: 1            
Pay vs Performance Disclosure            
Name 2025 Incentive Plan Adjusted EBITDA          
Measure:: 2            
Pay vs Performance Disclosure            
Name 2025 Incentive Plan Revenue Growth Percentage Rate          
Measure:: 3            
Pay vs Performance Disclosure            
Name 2025 RSU Company Adjusted EBITDA          
PEO | Equity Awards Adjustments            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount $ (152,616) $ 84,415 $ 60,652 $ (14,801) $ 72,170  
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (304,526) (150,020) (150,006) (205,336) (131,548)  
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 265,569 170,448 172,235 240,128 150,700  
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (105,476) 65,349 30,524 (15,580) 44,436  
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (8,183) (1,362) 7,899 (34,013) 8,582  
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 0 0 0 0  
Non-PEO NEO | Equity Awards Adjustments            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (198,884) 107,457 58,104 (23,412) 80,655  
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (507,164) (326,717) (286,382) (343,069) (316,719)  
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 409,687 380,590 310,886 273,103 359,083  
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (93,055) 61,531 26,078 115,132 29,252  
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (8,352) (7,947) 7,522 (68,578) 9,039  
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0