CPSI 2018 Proxy Statement

39 Each of Dr. Benjamin, Mr. Tobin and Ms. Warren received a pro rata grant of restricted stock in the amount of one-third of the annual grant of $100,000 of restricted stock, based on the approximately four months that each of them was to serve on the Board until the next annual grant in March 2018. All shares of restricted stock granted to the non-employee directors under the 2012 Restricted Stock Plan for Non-Employee Directors vest on the first anniversary of the date of grant. The table below summarizes the compensation paid by the Company to the non-employee directors for the fiscal year ended December 31, 2017. Name (1) Fees Earned or Paid in Cash ($) Stock Awards ($) (2) Total ($) Regina M. Benjamin(3) 9,217 33,333 42,550 Charles P. Huffman 68,592 143,267 211,859 John C. Johnson 65,432 143,267 208,699 W. Austin Mulherin 60,000 143,267 203,267 A. Robert Outlaw, Jr. 69,000 143,267 212,267 William R. Seifert, II 69,000 143,267 212,267 Glenn P. Tobin(3) 9,217 33,333 42,550 Denise W. Warren(3) 9,361 33,333 42,694 (1) J. Boyd Douglas, the Company’s President and Chief Executive Officer, and David A. Dye, the Company’s Executive Chairman and Chief Growth Officer, are not included in this table as they are, and at all times during 2017 were, employees of the Company and thus received no compensation for their service as directors. The compensation received by Mr. Douglas and Mr. Dye as employees of the Company is shown in the Summary Compensation Table on page 31. (2) The amounts reported represent the grant date fair value of the time-based restricted stock granted in 2017, calculated in accordance with FASB ASC Topic 718. See Note 8 to the financial statements in CPSI’s Form 10-K for the year ended December 31, 2017 for the assumptions made in determining the grant date fair value. There can be no assurance that the grant date fair value will ever be realized. As of December 31, 2017, the aggregate number of unvested shares of restricted stock for each director was as follows: (i) for Dr. Benjamin, 1,188 shares, (ii) for Mr. Huffman, 4,348 shares, (iii) for Mr. Johnson, 4,348 shares, (iv) for Mr. Mulherin, 4,348 shares, (v) for Mr. Outlaw, 4,348 shares, (vi) for Mr. Seifert, 4,348 shares, (vii) for Mr. Tobin, 1,188 shares and (viii) for Ms. Warren, 1,188 shares. (3) Dr. Benjamin, Mr. Tobin and Ms. Warren were elected to the Board of Directors effective November 9, 2017.