Caroline R. Young
About Caroline R. Young
Independent director of Cumberland Pharmaceuticals (CPIX) since 2016; age 50. Ms. Young is Vice President of Partnership Development at Frist Cressey Ventures, with prior leadership roles launching NashvilleHealth and leading the Nashville Health Care Council; she previously served as Founding Executive Director of Life Sciences and Director of Communications & Advertising for Tennessee’s Department of Economic & Community Development. She holds an M.S. from the University of Tennessee and a B.A. from the University of Mississippi . The Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| NashvilleHealth | Partnered with Sen. Bill Frist to launch community health initiative | Prior to FCV (dates not specified) | Led first-of-a-kind effort to reduce disparities and improve community health |
| Nashville Health Care Council | Led the association (executive leadership) | Prior role (dates not specified) | Built national executive network for industry leadership and innovation |
| State of Tennessee, Dept. of ECD | Founding Executive Director, Life Sciences; Director of Communications & Advertising | Prior roles (dates not specified) | Advanced state life sciences ecosystem; communications leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| Frist Cressey Ventures | Vice President, Partnership Development | Current |
| Public company boards | — | None disclosed |
| Education | M.S. (Univ. of Tennessee); B.A. (Univ. of Mississippi) | — |
Board Governance
- Committee assignments: Chair, Governance & Nominating Committee; Member, Compensation Committee .
- Independence: Independent, non-employee director under Nasdaq standards .
- Attendance and engagement: Board held 3 meetings in 2024 with full attendance by every director; all directors attended all committee meetings on which they served; all directors attended the 2024 Annual Meeting .
- Committee workload context: Audit Committee met 5x; Compensation Committee 1x; Governance & Nominating Committee 1x in 2024 .
- Board structure: Seven directors (effective April 22, 2025) with five independent; Lead Independent Director role in place (receives additional annual equity), though not named in the proxy .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Governance & Nominating | Chair | 1 | All members independent; Ms. Young chairs the committee |
| Compensation | Member | 1 | All members independent; empowered to engage independent consultants; no interlocks reported |
| Audit | Not listed as member | 5 | Separate, all independent committee |
Fixed Compensation
| Year | Cash Retainer | Notes |
|---|---|---|
| 2024 (actual, Young) | $59,000 | Per Director Compensation Table (Q4 fees paid in Q1 2025) |
| Framework 2024 (tenured directors) | $60,000 | Tenured non-executive directors receive $60,000 cash plus 2,500 restricted shares |
| Framework 2025 (tenured directors) | $60,000 | Unchanged; tenured non-executive directors receive $60,000 cash plus 2,500 restricted shares |
Performance Compensation
| Grant Date | Instrument | Quantity | Grant-Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| 2024-03-23 | Restricted Shares | 2,500 | $1.81 per share; total $1,810 (Young) | Directors’ awards under 2007 Directors’ Plan; defined vesting schedules (specific schedule not detailed in proxy) |
- Change-of-control provisions (directors): Upon a change in control, options would become fully exercisable and restrictions/conditions on other awards (e.g., RSUs/restricted stock) are generally deemed terminated or satisfied (single-trigger acceleration) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Ms. Young |
| Compensation Committee interlocks | None; committee composed entirely of independent directors; no insider participation in 2024 |
Expertise & Qualifications
- National healthcare ecosystem leadership; venture partnership development; strategic innovation initiatives .
- Governance credentials: Committee chair (Governance & Nominating) and Compensation Committee member .
- Education: M.S. (University of Tennessee); B.A. (University of Mississippi) .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|
| Caroline R. Young | 31,318 shares | 0.22% | Includes 2,500 shares she has right to acquire upon vesting of restricted stock; no shares pledged by any director/NEO |
Policy signals:
- Hedging: The company currently does not prohibit hedging by executive officers or directors (governance risk) .
- Pledging: No director or NEO has pledged company stock (positive) .
Insider Filings Highlights
| Date | Filing | Summary |
|---|---|---|
| 2025-01-30 | Form 4/A (amendment) | Ms. Young (and certain other directors) filed amendments to correct the number of shares granted as previously reported; described as an administrative error; otherwise Section 16(a) filings timely for 2024 |
Governance Assessment
-
Positives
- Independent director with healthcare ecosystem and venture partnership expertise; chairs Governance & Nominating and serves on Compensation—positions of influence on board composition and pay governance .
- Strong engagement: full board and committee attendance disclosed; attendance at annual meeting .
- Ownership alignment present via annual equity grants; holds 31,318 shares (0.22% of outstanding) and has additional RSUs—no pledging .
- Compensation Committee independence and absence of interlocks; authority to use independent consultants; use of market surveys (Radford) in compensation context supports process rigor .
-
Watch items / RED FLAGS
- Hedging not prohibited for directors/executives—misalignment risk with shareholder interests; investors often seek hedging/pledging prohibitions in governance best practices .
- Director equity acceleration on change-of-control (single-trigger) may be viewed as less shareholder-friendly than double-trigger structures .
- Administrative Form 4 corrections (Jan 30, 2025) noted; characterized as clerical error, but monitoring of equity grant reporting accuracy is prudent .
-
Other notes
- Related-party transactions: none since Jan 1, 2023 (reduces conflict risk) .
- Board independence and structure: five independent directors; Lead Independent Director role in place (not named) .
- Director compensation balanced but cash-heavy for Ms. Young in 2024 ($59k cash vs $1,810 equity), with standard framework of $60k + 2,500 RS annually for tenured directors .