Chris T. Bitterman

About Chris T. Bitterman

Chris T. Bitterman is Vice President of Sales & Marketing at Cumberland Pharmaceuticals (CPIX). He is 59 years old, joined Cumberland in 2018 after 25+ years in acute-care pharma sales management, and holds both B.S. and M.B.A. degrees from Central Michigan University . During his tenure, the company’s pay-versus-performance disclosures show Cumberland TSR up 32.3% from 2023 to 2024, while adjusted diluted EBITDA per share fell to $0.01 in 2024 (from $0.48 in 2023), highlighting mixed performance signals at the corporate level; Cumberland lists Net Revenue, Cash Flow from Operations, EPS before EBITDA, and Adjusted Earnings as key measures linking executive pay to performance .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual Bonus Structure and Metrics

Notes:

• Bonuses are discretionary, based on company and individual objectives; program terms may change year to year .
• No specific weighting or target levels are disclosed in proxies .

Equity Awards – Options

Plan notes:

• Under the 2007 Long-Term Incentive Compensation Plan, executive options generally vest on the fourth anniversary of grant; options automatically become fully exercisable and restrictions on other awards generally lapse upon a change-of-control .

Equity Awards – Restricted Stock and Vesting Events

Equity Ownership & Alignment

Additional alignment indicators:

• No pledging: “No common stock beneficially owned by any director or named executive officer has been pledged as security for a loan.”
• Hedging: Company “currently does not have any policies prohibiting the hedging of Company securities by its executive officers or directors.”
• Stock ownership guidelines for executives: Not disclosed in proxy .

Outstanding option positions (as of 12/31/2024):

• 2,000 at $3.22 (exp. 03/17/2031), 2,500 at $2.59 (exp. 03/16/2032), 2,500 at $2.59 (exp. 03/16/2032), 2,750 at $1.97 (exp. 03/24/2033), 2,750 at $1.97 (exp. 03/24/2033), 2,750 at $1.71 (exp. 03/25/2034) .

Employment Terms

• Current role and agreements: Vice President Sales & Marketing; annual employment agreements effective Jan 1, 2023, Jan 1, 2024, and Jan 1, 2025 with base salary $268,840 (2024 & 2025). 2025 agreement notes housing stipend in lieu of merit increase per 2024 review .
• Compensation components: Base salary; eligibility for discretionary annual bonus based on company and individual objectives; eligibility for equity awards under plan terms .
• At-will employment: May be terminated by either party at any time, with or without notice or cause .
• Severance/change-in-control in employment agreements: No severance benefits (including for cause, death, disability) and no change-in-control provisions in employment agreements .
• Restrictive covenants: Non-compete for one year post-termination (unless released by Board), non-solicit of business and employees for one year, confidentiality/IP assignment .
• Plan-level change-of-control: All outstanding options become exercisable; restrictions on other incentives generally terminate/satisfy under the 2007 Plan .

Performance & Track Record

• 2024 achievements: Reorganized and expanded oncology sales division; introduced new incentive programs for sales org; expanded national account sales capability; led national and district sales meetings; oversaw marketing campaigns for Cumberland brands .
• 2023 achievements: Completed Sancuso brand transition into commercial ops; reorganized sales forces to expand oncology division; led national/district meetings; worked with marketing to implement promotional campaigns .
• Company-level performance context: TSR increased 32.3% from 2023 to 2024; adjusted diluted EBITDA per share declined to $0.01 in 2024; operating results improved 32.7% year-over-year per proxy discussion .

Compensation Peer Group and Say-on-Pay

• Peer group used in pay-versus-performance: Avadel Pharmaceuticals plc, Harrow Health, Eagle Pharmaceuticals, Assertio Holdings, HLS Therapeutics, EyePoint Pharmaceuticals, Eton Pharmaceuticals, Theratechnologies, Talphera (AcelRx). Acorda Therapeutics delisted after 2024 bankruptcy .
• Say-on-pay cadence and outcomes: Advisory votes occur every three years; shareholders approved executive compensation at 2023 meeting; next vote scheduled for 2026 .

Risk Indicators & Red Flags

• Hedging allowed: Absence of anti-hedging policy for executives/directors reduces alignment and can mute exposure to downside—potential governance red flag .
• No pledging: Red flag mitigant—no shares pledged by NEOs or directors .
• Severance/change-in-control: No employment-based change-in-control economics or severance (shareholder friendly), though plan-level option acceleration on change-of-control exists .

Investment Implications

• Alignment: Bitterman’s ownership is modest at ~0.05% (Feb 2025), with meaningful unexercised options that vest in tranches through 2028; hedging permitted by company policy weakens alignment relative to best practice, but no pledging reduces risk .
• Retention and selling pressure: Option vest cliffs in 2027–2028 (two 2023 grants and 2024 grant) could coincide with potential Form 4 activity; watch for scheduled vesting and any 10b5-1 plans indicative of monetization strategies .
• Pay-for-performance: Annual bonus is discretionary and not formulaic; corporate TSR improved in 2024 but adjusted EBITDA per share declined, suggesting mixed near-term linkage between payouts and profitability metrics; investors should monitor metric disclosure quality and future alignment adjustments .
• Change-of-control dynamics: No employment-based parachute obligations; plan-level acceleration increases option value in a sale scenario, which may encourage support for strategic transactions without adding cash severance burdens .