Gordon R. Bernard
About Gordon R. Bernard
Dr. Gordon R. Bernard, 73, is an independent director of Cumberland Pharmaceuticals (CPIX) who has served on the Board since 2010. He is Chair of the Company’s Medical Advisory Board and previously served as Cumberland’s Medical Director (1999–2010). Bernard is the Melinda Owen Bass Professor of Medicine at Vanderbilt University Medical Center (VUMC), former Chief of the Division of Allergy, Pulmonary & Critical Care Medicine, former EVP for Research at VUMC, and former Chair of VUMC’s Pharmacy, Therapeutics and Diagnostics Committee; he holds a B.S. from the University of Southwestern Louisiana and an M.D. from Louisiana State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cumberland Pharmaceuticals (CPIX) | Medical Director | 1999–2010 | Led medical oversight during formative years; informed product and clinical strategy |
| Cumberland Pharmaceuticals (CPIX) | Director | 2010–present | Independent director; contributes medical and clinical trial expertise |
| Vanderbilt University Medical Center | Chief, Allergy, Pulmonary & Critical Care Medicine (former) | Not disclosed | Leadership of major clinical division; ICU and critical care domain expert |
| Vanderbilt University Medical Center | EVP for Research (former) | Not disclosed | Led research enterprise; governance exposure to trials and compliance |
| Vanderbilt University Medical Center | Chair, Pharmacy, Therapeutics & Diagnostics Committee (former) | Not disclosed | Oversaw formulary/drug approval processes; deep therapeutics governance |
| NIH ARDS Clinical Trials Network | Steering Committee Chair | 1994–2014 | Led one of few federally supported ICU research systems; large-scale trial leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Vanderbilt University Medical Center | Melinda Owen Bass Professor of Medicine | Current | Academic leadership and critical care expertise |
| NIH ARDS Clinical Trials Network | Steering Committee Chair | Former (1994–2014) | Directed national/international pharma trials in ICU settings |
| Other public company directorships | — | None disclosed | No other public boards disclosed in CPIX proxy biography |
Board Governance
- Independence and tenure: Board has affirmatively determined Bernard is independent; service since 2010 .
- Committee assignments: Member, Compensation Committee; Member, Governance & Nominating Committee .
- Advisory leadership: Chair, Medical Advisory Board (not a Board committee) .
- Attendance and engagement: Board held three meetings in 2024 with full attendance by every director; each director attended all committee meetings on which they served .
- Committee activity levels (2024): Audit Committee met 5x; Compensation Committee met 1x; Governance & Nominating met 1x .
- Independence reaffirmed in nominee slate: Governance Committee affirmed Bernard’s independence for 2025 election .
Fixed Compensation
| Year | Cash Retainer (Director) | Additional Chair/Role Fees | Total Cash Reported |
|---|---|---|---|
| 2024 | — | — | $74,000 (Fees Earned or Paid in Cash) |
| 2025 policy (tenured non‑exec directors) | $60,000 | +$40,000 for Medical Advisory Board Chair; Lead Independent Director receives additional 4,000 RS shares | Policy guidance (amounts as stated) |
Notes:
- Director fees are paid in cash and/or equity as agreed; no separate meeting fees; expenses reimbursed .
- Compensation Committee reviews and approves director compensation .
Performance Compensation
| Component | Grant Detail | Vesting/Acceleration | 2024 Amount (Bernard) |
|---|---|---|---|
| Annual equity (Directors’ Plan) | 2,500 restricted shares per non‑exec director (tenured and non‑tenured amounts noted); plan extended to Apr 21, 2026 | Change-in-control: options become fully exercisable; restrictions on other awards deemed satisfied | $0 stock awards for Bernard in 2024 (none reported) |
| Insider trading/hedging | Company insider trading policy prohibits trading on MNPI | Company currently does not prohibit hedging by executives/directors |
Other Directorships & Interlocks
- Other public boards: None disclosed for Bernard in CPIX proxy .
- Compensation Committee interlocks: Compensation Committee composed entirely of independent directors; no interlocks or insider participation requiring disclosure under Item 404 (2024) .
Expertise & Qualifications
- Clinical/ICU leadership and large-scale clinical trials governance; ARDS Network leadership (1994–2014) .
- Deep formulary and therapeutics oversight from VUMC committee chair role .
- Academic credentials (Professor at VUMC); M.D. (LSU) and B.S. (University of Southwestern Louisiana) .
- Board views medical background as “extremely valuable” for pipeline selection and competitiveness .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Gordon R. Bernard | 0 | — | Employer policy prohibits him from owning shares in a pharmaceutical company; he sold 118,729 shares in 2019 due to policy change; not impacted his ability to serve |
| Shares outstanding (record date Feb 28, 2025) | 13,936,854 | 100% | As disclosed; company states no director/NEO shares are pledged |
Additional ownership policy notes:
- Company states, to its knowledge, no director/NEO shares are pledged as loan collateral .
- Company currently lacks a prohibition on hedging of Company securities by directors/executives (risk-alignment consideration) .
Governance Assessment
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Strengths
- Independent director with 100% attendance at 2024 Board and committee meetings; deep clinical and trial governance expertise that is highly relevant to CPIX’s pipeline and ICU/hospital markets .
- Serves on key oversight committees (Compensation; Governance & Nominating), indicating Board confidence in his judgment on pay and director nominations .
- No related‑party transactions since Jan 1, 2023, and Audit Committee empowered to review such matters; no material legal proceedings involving director or officers .
-
Alignment and risk considerations
- Zero share ownership due to employer prohibition may limit economic alignment with shareholders; he received no stock awards in 2024, while other directors received restricted stock grants (structurally reduces equity-linked incentives for this director) .
- Company permits hedging by directors/executives (no prohibition), a governance negative for alignment; note also CEO-Chair duality at the company level (mitigated in part by a Lead Independent Director role, though not attributed to Bernard) .
- Bernard is Chair of the Medical Advisory Board and a past Company Medical Director (1999–2010); Board affirms independence, but investors may note prior employment as a potential optics consideration despite formal independence determination .
-
Shareholder feedback channel
- Last say‑on‑pay (2023) approved; next vote scheduled for 2026; Board states ongoing consideration of shareholder views in compensation program reviews .
Additional Notes (Compliance and Disclosure)
- Section 16(a): Company reported certain directors (not including Bernard) amended Form 4s on Jan 30, 2025 to correct prior grant share counts due to an administrative error; otherwise filings were timely for 2024 .
- Related‑party transactions: None since January 1, 2023; Audit Committee pre-approves audit and non‑audit services and reviews related‑party matters .
- Committee structures and charters publicly available; committee compositions: Audit (Jones, Chair; Krogulski; Galante), Compensation (Galante, Chair; Young; Bernard), Governance & Nominating (Young, Chair; Bernard; Galante) .
RED FLAGS:
- No hedging prohibition for directors (misalignment risk) .
- Zero ownership due to employer prohibition and no 2024 equity awards (reduced skin‑in‑the‑game) .
- CEO-Chair dual role at company level (governance structure consideration; partially mitigated by Lead Independent Director) .