James R. Jones
About James R. Jones
James R. Jones, 77, is an independent director of Cumberland Pharmaceuticals (CPIX) serving since 2010; he chairs the Audit Committee and is designated the Board’s audit committee financial expert, reflecting a 36-year career at KPMG LLP including Managing Partner of the Nashville office (1999–2006) and prior roles in Jackson, Washington, D.C., and Greenville . The Board has affirmatively determined Mr. Jones is independent under Nasdaq rules . He holds a B.S. from Mississippi College and an M.B.A. from Mississippi State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Managing Partner, Nashville office; various roles in multiple offices | Managing Partner: 1999–2006; total 36-year career | Led team of 100+ providing accounting services; deep public company audit expertise |
| Various companies (post-retirement) | Advisor and consultant | Since 2006 | Liaison between management and board of a long-term care facility; interim CEO of a charitable organization |
External Roles
| Organization | Role | Committees/Notes |
|---|---|---|
| Argent Trust Company of Tennessee | Board Director | Audit Committee member |
| Belmont University | Board Director | Audit Committee member |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee members are James R. Jones (Chair), Kenneth J. Krogulski, and Joseph C. Galante; Jones is the Board’s “audit committee financial expert” and the committee met five times in fiscal 2024 .
- Independence: The Board determined Messrs. Jones, Krogulski, Galante, Dr. Bernard, and Ms. Young are independent .
- Board attendance: The Board held three meetings in fiscal 2024 with full attendance by every director; each director attended all committee meetings on which they served; all directors attended the 2024 Annual Meeting .
- Lead Independent Director: The Board maintains a Lead Independent Director who chairs independent director sessions; the role received additional equity in 2024 per director compensation policy (specific individual not named) .
- Governance & Nominating and Compensation Committees: Current members do not include Mr. Jones (Compensation: Galante [Chair], Young, Bernard; Governance & Nominating: Young [Chair], Bernard, Galante) .
Fixed Compensation
| Component | 2024 Actual | 2025 Policy |
|---|---|---|
| Cash retainer | $58,000 | $60,000 (tenured non-executive directors) |
| Equity grant (restricted stock) | $1,810 grant date fair value; 2,500 restricted shares outstanding; grant-date FV $1.81/share | 2,500 restricted shares (tenured directors) |
| Meeting fees | None (not paid separately) | None (not paid separately) |
| Additional role fees | Not disclosed for Audit Chair; Lead Independent Director received 4,000 restricted shares in 2024 | Lead Independent Director: 4,000 restricted shares |
Directors are reimbursed for reasonable expenses; Compensation Committee reviews and approves director compensation .
Performance Compensation
| Element | Metrics | Vesting/Terms |
|---|---|---|
| Director equity awards (restricted stock) | No performance metrics disclosed for director equity; director plan authorizes nonqualified options, restricted stock grants, and stock grants (not performance shares) | Defined vesting schedules; change-in-control accelerates options and deems restrictions satisfied for other awards under the 2007 Directors’ Plan |
Other Directorships & Interlocks
| Company/Institution | Public Company? | Role | Potential Interlocks/Conflict Notes |
|---|---|---|---|
| Argent Trust Company of Tennessee | No | Director; Audit Committee member | Trust company/director role; no CPIX-related transactions disclosed |
| Belmont University | No | Director; Audit Committee member | Academic institution; no CPIX-related transactions disclosed |
No current public company directorships are disclosed for Mr. Jones in CPIX’s 2025 proxy .
The Audit Committee reviews related-party transactions; CPIX reports no related-person transactions since Jan 1, 2023 .
Expertise & Qualifications
- Audit committee financial expert designation; significant accounting background to strengthen financial oversight amid evolving regulations .
- Leadership experience managing large audit teams and public company clients at KPMG .
- Current audit committee roles at external institutions reinforce financial oversight competency .
Equity Ownership
| As of Date | Shares Beneficially Owned | % Outstanding | Unvested Restricted Stock | Options | Pledged Shares | Notes |
|---|---|---|---|---|---|---|
| Feb 28, 2025 | 41,646 | 0.30% (based on 13,936,854 shares) | 2,500 (right to acquire upon vesting of restricted stock) | None under Directors’ Plan as of 12/31/2024 | None pledged by any director or NEO | Company lacks a policy prohibiting hedging by directors/executives (alignment risk) |
Insider Trades
| Date | Filing | Description |
|---|---|---|
| Jan 30, 2025 | Form 4/A amendments filed | Correction to number of shares granted as reported in prior timely filed Form 4 on March 26, 2024; administrative error; multiple directors including James R. Jones filed amendments |
Governance Assessment
-
Strengths:
- Independent director; Audit Committee Chair and designated financial expert; strong engagement with five Audit Committee meetings in 2024 and full Board/committee attendance .
- No related-party transactions and no legal proceedings involving directors/officers; reinforces governance integrity .
- Transparent director compensation structure; equity enhances alignment; defined vesting schedules; change-in-control terms disclosed .
-
Considerations / RED FLAGS:
- Company does not prohibit hedging of Company securities by directors/executives, which can undermine alignment with shareholders; no pledging but lack of anti-hedging policy is a governance concern .
- Combined Chairman/CEO structure; Board cites a Lead Independent Director and independence across committees, but combined roles can raise oversight concerns in some investor frameworks .
- Minor Section 16(a) administrative filing corrections occurred (Form 4/A), though timely filings were made initially; suggests process improvements could be helpful .
-
Compensation and alignment:
- 2024 director pay for Jones was primarily fixed cash plus time-vested restricted stock; no performance-linked equity metrics for directors were disclosed, reducing explicit pay-for-performance linkage at the director level .
- Equity ownership of 0.30% with 2,500 unvested restricted shares supports alignment; no pledging reported .
-
Board/Committee composition:
- Compensation and Governance & Nominating Committees comprised entirely of independent directors; Jones not on these committees, limiting potential interlocks .
Overall, Mr. Jones presents strong audit oversight credentials and engagement, with independence and ownership alignment, offset by the company’s permissive hedging policy and a combined Chair/CEO structure that investors should monitor for robustness of independent oversight .