Joseph C. Galante

About Joseph C. Galante

Joseph C. Galante, 75, has served as an independent director of Cumberland Pharmaceuticals (CPIX) since 2018. He is a veteran music industry executive credited with developing multiple top artists, was the youngest to run a major country label at age 32, and later served as President of RCA Records U.S. and Chairman of Sony Music Nashville for six years. He holds a B.S. in finance and marketing from Fordam University and currently serves on the boards of Pinnacle Financial Partners and Fishbowl Spirits, and as Chair of the Country Music Association Foundation . The Board has affirmatively determined he is independent; board and committee attendance were fully met in 2024 .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmed Galante is an independent, non-employee director .
• Attendance: The Board held three meetings in 2024 with full attendance by every director; all directors attended all committee meetings on which they served .
• Committees and roles:
  • Audit Committee: Member; committee met five times in 2024 .
  • Compensation Committee: Chair; committee met once in 2024 .
  • Governance & Nominating Committee: Member; committee met once in 2024 .

Fixed Compensation

Additional structure:

• No meeting fees; retainer plus equity only .
• Lead Independent Director receives an additional 4,000 restricted shares; Medical Advisory Board Chair receives additional cash (not Galante’s role) .
• 2007 Directors’ Plan authorizes non-employee director awards; change-of-control accelerates vesting (single-trigger) .

Performance Compensation

No performance-based components (PSUs/TSR/financial targets) are disclosed for director pay; director equity is time-based restricted stock and options are not used for directors in 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Finance and marketing education; extensive executive leadership in large organizations .
• Public company governance experience (Pinnacle Financial Partners) .
• Recognized industry leader (Country Music Hall of Fame 2022; Bob Kingsley Living Legend Award) .
• Board views his “successful business track record, entrepreneurial and public company experience” as valuable .

Equity Ownership

Restricted stock details as of 12/31:

• Outstanding director RS across plan: 9,000 (2023) ; 16,500 (2024) .
• Galante RS outstanding: 1,000 (12/31/2023) ; 2,500 (12/31/2024) .

Governance Assessment

• Strengths:

  • Independence and full attendance signal strong engagement .
  • Cross-committee leadership (Compensation Chair; Audit and Governance member) enhances oversight and continuity .
  • Uniform director pay structure with equity grants creates alignment; no meeting fees reduces pay-per-meeting incentives .
  • No related-party transactions disclosed; compensation committee with no interlocks .

• Risks and watch items:

  • Hedging is not prohibited for directors/executives, which can weaken alignment if used (policy explicitly states no prohibition) .
  • Director equity acceleration on change-of-control is single-trigger, which can be viewed as shareholder-unfriendly by some investors .
  • Administrative error in 2024 director grants required Form 4 amendments on Jan 30, 2025 (including Galante); low severity but governance process improvement advisable .

• Compensation design observations:

  • Director compensation is time-based RS plus cash retainer with no disclosed performance metrics; investors may prefer some performance linkage for equity .

• Additional board context:

  • Audit Committee met five times; Compensation and Governance met once each—workload distribution suggests focused oversight in financial reporting and annual comp/governance cycles .
  • Say-on-pay approved in 2023; next vote scheduled for 2026 (context for broader pay governance) .

Insider Trades & Section 16 Compliance