John M. Hamm
About John M. Hamm
John M. Hamm is Vice President and Chief Financial Officer of Cumberland Pharmaceuticals (CPIX), serving as principal financial officer with responsibility for financial systems and reporting, business development, and legal activities; he is 69 years old as of the 2025 proxy and has over 25 years of finance, accounting, and operations experience, including roles at HealthSpring (Cigna-HealthSpring) and Emdeon (Change Healthcare) . He joined CPIX in 2019, became CFO effective May 17, 2021, and is a Certified Management Accountant (CMA) and Certified Financial Manager (CFM) with a B.S. from Wheeling University and an MBA from West Virginia University . Under his tenure, CPIX highlights include extending and managing the company’s line of credit, optimizing cash investment, and timely SEC reporting; broader 2024 company performance included progress in clinical programs, product approvals, and commercial execution, while company pay-versus-performance measures show TSR rising to 46.02 in 2024 with adjusted diluted EBITDA per share at $0.01 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cumberland Pharmaceuticals | Senior Director Finance & Accounting; Director, Corporate Development | 2019–2021 (roles prior to CFO) | Supported business development, transitioned financial leadership pre-CFO |
| Cumberland Pharmaceuticals | Chief Financial Officer | Effective May 17, 2021 | Principal financial officer; led financing and SEC reporting |
| HealthSpring (Cigna-HealthSpring) | Chief Operating Officer; Chief Financial Officer, Pharmacy | Not disclosed (prior to CPIX) | Managed healthcare operations and finance at managed care organization |
| Emdeon Business Services (Change Healthcare) | Vice President Finance | Not disclosed (prior to CPIX) | Finance leadership at healthcare technology firm |
External Roles
- No current public-company directorships disclosed; credentials include CMA and CFM designations .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $207,000 | $228,000 | $246,240 |
| Bonus ($) | $24,000 | $30,000 | $30,000 |
| Stock Awards ($) | $51,800 | — | — |
| Option Awards ($) | $5,180 | $3,940 | $4,703 |
| Nonqualified Deferred Comp Earnings ($) | $20,000 | $20,000 | — |
| All Other Compensation ($) | $378 | $2,011 | $2,091 |
| Total ($) | $308,358 | $283,951 | $283,034 |
Notes:
- Compensation benchmarking references Radford Global Life Sciences Survey; bonuses are discretionary based on corporate and individual objectives .
Performance Compensation
- Annual bonuses are discretionary and tied to corporate and individual objectives; CPIX cites key financial measures linking compensation to performance: Net Revenue, Cash Flow from Operations, EPS before EBITDA, and Adjusted Earnings (no explicit weightings/targets disclosed) .
- 2024 contribution highlights for Hamm: managed SEC reporting (timely filings), banking relationships and line of credit, cash reserve investment, tax filings, insurance arrangements, and oversight of business development and legal activities .
Vesting Schedule (Hamm-specific awards)
| Award Type | Grant Date | Quantity | Vesting Date | Terms |
|---|---|---|---|---|
| Restricted Stock | 03/16/2022 | 20,000 shares | 03/16/2025 | 100% vest at 4th anniversary (single-tranche) |
| Incentive Stock Options (ISO) | 03/17/2021 | 3,000 options @ $3.22 | 03/17/2025 | 100% vest at 4th anniversary (single-tranche) |
| ISO | 03/16/2022 | 2,000 options @ $2.59 | 03/16/2026 | 4-year cliff vest |
| ISO | 03/24/2023 | 2,000 options @ $1.97 | 03/24/2027 | 4-year cliff vest |
| ISO | 03/25/2024 | 2,750 options @ $1.71 (GDFV $4,703) | 03/25/2028 | 4-year cliff vest (all 2024 ISOs vest at 4 years) |
Option Exercises and Stock Vested (2024)
| Metric | 2024 |
|---|---|
| Options exercised (# / $) | — / — |
| Shares vested (# / $) | 1,055 / $1,910 |
Equity Ownership & Alignment
| Item | Snapshot (as of 02/28/2025) |
|---|---|
| Beneficial Ownership (shares) | 29,003 |
| Ownership % of Outstanding | 0.21% (13,936,854 shares outstanding) |
| Rights to Acquire (within 60 days) | 20,000 restricted shares; 3,000 ISOs |
| Pledged Shares | None; company discloses no pledging by NEOs/directors |
| Hedging Policy | Company does not have policies prohibiting hedging by executive officers/directors |
| Stock Ownership Guidelines | Not disclosed |
Outstanding Equity Awards (12/31/2024)
| Award | Quantity | Exercise Price | Expiration | Unvested Stock (Market Value) |
|---|---|---|---|---|
| ISO (3/17/2021) | 3,000 | $3.22 | 03/17/2031 | — |
| ISO (3/16/2022) | 2,000 | $2.59 | 03/16/2032 | — |
| ISO (3/24/2023) | 2,000 | $1.97 | 03/24/2033 | — |
| ISO (3/25/2024) | 2,750 | $1.71 | 03/25/2034 | — |
| Restricted Stock (3/16/2022) | 20,000 unvested | — | — | $47,400 |
Employment Terms
- Nature: At-will employment; annual employment agreements renewed in 2024–2025 .
- Bonus Eligibility: Discretionary bonuses subject to Board-approved program; terms may change year-to-year .
- Severance: No severance for termination for cause; no severance for death or permanent disability; employment agreements contain no retirement/resignation/termination or change-in-control severance provisions .
- Non-Compete: One-year non-compete post-employment; scope covers work on similar trademarks/products/processes competitive with CPIX; exceptions require written Board release .
- Non-Solicit: One year post-employment; prohibits soliciting business from CPIX counterparties and soliciting CPIX employees .
- Confidentiality/IP: Confidentiality obligations; IP assignment of developments to CPIX; works deemed “works for hire” .
- Change-of-Control (Equity): Under the 2007 Long-Term Incentive Compensation Plan, all outstanding options become fully exercisable and restrictions for other awards are generally deemed terminated or satisfied upon a change-of-control; plan extended through April 21, 2026 .
- Perquisites: Company generally does not provide perquisites .
- Retirement/SERP: Defined contribution Supplemental Executive Retirement Plan (Summit Program) for select employees; Board approves annual contributions; employees may elect to defer compensation . Hamm’s Non-Qualified Deferred Compensation aggregate balance was $105,675 in 2024 (earnings of $12,635; no registrant contributions in 2024; prior registrant contributions $20,000 in 2021) .
Investment Implications
- Alignment and ownership: Hamm’s direct economic alignment is modest (0.21% of shares), but meaningful upcoming vesting events can create trading windows and potential selling pressure: 20,000 restricted shares vested on March 16, 2025 and 3,000 ISOs vested on March 17, 2025, with additional ISOs vesting annually through 2028 .
- Hedging risk: CPIX does not prohibit hedging by executives/directors, which is a governance red flag for alignment and could weaken incentive effects of equity holdings .
- Retention economics: At-will status with no contractual severance and no change-in-control cash protections reduces guaranteed exit payouts; however, equity plan provides change-in-control acceleration, which could satisfy retention and exit value in a transaction scenario .
- Pay-for-performance construct: Bonuses are discretionary and guided by Radford survey benchmarks; CPIX references performance measures (Net Revenue, Cash Flow, EPS before EBITDA, Adjusted Earnings), but absence of disclosed weights/targets limits external assessment of pay-for-performance rigor .
- Execution record: Hamm’s role covers financing (line of credit), cash/investment optimization, SEC reporting, and business development/legal oversight—key operational levers supporting liquidity and compliance; these responsibilities were highlighted in the 2024 Compensation Discussion and Analysis .
- Say-on-pay cadence: Shareholders approved NEO compensation in 2023; CPIX schedules say-on-pay votes every three years with the next vote in 2026, indicating limited annual shareholder feedback cycles on compensation structure .