CPSI 2018 Proxy Statement

11 The following table describes the categories or types of transactions, relationships or arrangements considered by the Board in reaching its determination that the following directors are independent: Name Independent Transactions/Relationships/Arrangements Considered Regina M. Benjamin Yes None Charles P. Huffman Yes None John C. Johnson Yes For several years, CPSI has paid fees to Regions Bank for cash management services, and Mr. Johnson serves as a member of an advisory board of Regions Bank. The annual fees paid by CPSI have been less than 1% of the annual revenues of Regions Bank. Regions Bank, along with other lenders, has provided CPSI with a term loan facility and a revolving credit facility since January 2016, the aggregate principal amount of which is $167 million. Mr. Johnson has no interest in the fees paid by CPSI to Regions Bank in connection with these relationships. W. Austin Mulherin, III Yes Mr. Mulherin is a partner in a law firm that performs certain legal services for CPSI. With respect to each of the most recent three completed fiscal years, total payments by CPSI to the law firm have been less than $120,000, which is also significantly less than 5% of the law firm’s annual revenues. Effective August 1, 2011, the law firm also serves as escrow agent for a copy of the software licensed by CPSI to third parties, for which the firm receives a nominal amount of consideration. Mr. Mulherin’s brother-in-law, Matt Cole, is employed by CPSI as a sales manager. Mr. Cole is not an officer of CPSI. A. Robert Outlaw, Jr. Yes None William R. Seifert, II Yes For several years, CPSI has paid fees to Regions Bank for cash management services, and Mr. Seifert serves as a member of an advisory board of Regions Bank. The annual fees paid by CPSI have been less than 1% of the annual revenues of Regions Bank. Regions Bank, along with other lenders, has provided CPSI with a term loan facility and a revolving credit facility since January 2016, the aggregate principal amount of which is $167 million. Mr. Seifert has no interest in the fees paid by CPSI to Regions Bank in connection with these relationships. Glenn P. Tobin Yes None Denise W. Warren Yes None Company Leadership Structure The business of the Company is managed under the direction of the Board of Directors, which is elected by our stockholders. The basic responsibility of the Board is to lead the Company by exercising its business judgment to act in what each director reasonably believes to be the best interests of the Company and its stockholders. The Board oversees the business and affairs of the Company and monitors the performance of its management. Although the Board is not involved in the Company’s day-to-day operations, the directors keep themselves informed about the Company through meetings of the Board, reports from management and discussions with the Company’s NEOs. Directors also communicate with the Company’s outside advisors, as necessary. The Board does not have a policy requiring the separation or combination of the CEO and Chairman roles, but these positions have been separated since CPSI’s initial public offering in 2002. However, our Chairman of the Board, Mr. Dye, is not independent and is our Chief Growth Officer, a position to which he was appointed in November 2015, and he served as our Chief Financial Officer from June 2010 until November 2015. The Board believes that this leadership structure promotes strategy development and execution, and facilitates information flow between management and the Board. As the Executive Chairman, Mr. Dye acts as the key liaison with the CEO, sets the agendas for Board meetings in consultation with the Lead Director (as defined below), presides over meetings of the Board and the stockholders, communicates the Board’s feedback to the CEO and communicates on behalf of the Board with various constituencies involved with the Company. We have determined that this current structure is the most appropriate and effective Board leadership structure for the Company at this time based upon a number of factors, including the experience of the applicable individuals, the current business environment, the specific needs of the business and what is in the best interests of the Company’s stockholders.