Martin S. Brown, Jr.
About Martin S. Brown, Jr.
Independent director (non-employee) of Cumberland Pharmaceuticals (CPIX) since 2022; age 61. A corporate attorney with 30+ years’ practice at Adams and Reese LLP, previously served 10 years on Brown‑Forman’s board (NYSE). Education: J.D., Vanderbilt University; B.A., Yale University. Recognized in Best Lawyers® (Corporate Law) since 2009; current board member of the parent company of Aegis Sciences Corporation; extensive nonprofit board service in Tennessee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adams and Reese LLP | Corporate attorney (multi‑state firm) | 30+ years | Serves privately held businesses and owners; Best Lawyers® (Corporate Law) since 2009 |
| Brown‑Forman Corporation | Director (NYSE-listed) | 10 years | Public company governance experience |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| Parent company of Aegis Sciences Corporation | Director | 2018 | Board role at widely accredited forensic toxicology lab’s parent |
| Land Trust for Tennessee; Nashville Public Radio; Montgomery Bell Academy; Nashville Public Television; Centerstone Mental Health Center; Cheekwood Estate & Gardens; The Nature Conservancy (TN) | Board member/officer (various) | Various (not dated) | Community and nonprofit governance |
| Economic Club of Nashville; Nashville Capital Network | Member | Not dated | Business network affiliations |
Board Governance
- Board classification and tenure: Class II director; served since 2022; next expected to stand for re‑election in 2027 .
- Independence: Not listed among directors affirmed as “independent” under Nasdaq rules (five others are designated independent) .
- Committee memberships: Not listed as a member of Audit, Compensation, or Governance & Nominating Committees (current members named exclude Brown) .
- Attendance: Board met 3 times in 2024 with full attendance by every director; directors attended all committee meetings for committees on which they served; all directors attended the 2024 Annual Meeting .
- Lead independent director: Company discloses a Lead Independent Director role with additional equity, but identity not specified in proxy .
Fixed Compensation (Director)
| Component (2024) | Amount | Detail |
|---|---|---|
| Cash fees | $48,500 | Director fees for Q4 2024 were paid in Q1 2025; annual non‑tenured board retainer is $50,000 . |
| Stock awards (grant‑date fair value) | $1,810 | 2,500 restricted shares granted March 23, 2024 at $1.81 fair value per share . |
| Total | $50,310 | Sum of cash and stock awards . |
| Structure (policy) | Cash + equity | Non‑tenured: $50,000 + 2,500 RS; Tenured: $60,000 + 2,500 RS (2024); same RS in 2025; no meeting fees; expenses reimbursed . |
| Additional roles | Equity/cash | Medical Advisory Board Chair: +$40,000 (2024 & 2025); Lead Independent Director: +4,000 RS (2024 & 2025) . |
Performance Compensation (Director)
| Item | Terms | Notes |
|---|---|---|
| Equity grant | 2,500 restricted shares on Mar 23, 2024 | Grant‑date fair value $1.81 per share; unvested RS outstanding as of 12/31/2024 . |
| Vesting metrics | Time‑based | Director plan authorizes restricted stock and stock grants; no performance metric disclosure for director equity . |
| Change‑of‑control | Accelerated vesting | Upon change in control, director options become fully exercisable and restrictions on other awards terminate/satisfy per plan . |
Other Directorships & Interlocks
| Company | Type | Status | Interlock/Notes |
|---|---|---|---|
| Brown‑Forman | Public (NYSE) | Prior: 10 years on board | Public governance experience . |
| Parent of Aegis Sciences | Private | Current since 2018 | CEO A.J. Kazimi previously served on Aegis Sciences Corporation’s board, indicating historical network overlap . |
Expertise & Qualifications
- Legal/governance: Corporate law expertise with multi‑decade practice; experience navigating public company responsibilities .
- Education: J.D. (Vanderbilt University); B.A. (Yale University) .
- Recognition: Best Lawyers® (Corporate Law) since 2009 .
- Sector/network: Board work in healthcare laboratory space (Aegis parent) and extensive nonprofit governance in Tennessee .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 7,500 shares | 0.05% of outstanding as of Feb 28, 2025 . |
| Unvested/rights to acquire | 2,500 shares | Right to acquire upon vesting of restricted stock . |
| Pledged shares | None | Company states no director/NEO shares are pledged . |
| Hedging policy | No prohibition | Company does not have policies prohibiting hedging by executives or directors (RED FLAG) . |
Insider Filings
| Date | Filing | Note |
|---|---|---|
| Jan 30, 2025 | Form 4/A | Administrative correction to director grant size; similar amendments filed by other directors . |
Governance Assessment
- Strengths
- 100% board meeting attendance in 2024; all directors attended annual meeting .
- Legal and public company governance experience (Brown‑Forman), plus current board role in healthcare laboratory parent entity .
- No related party transactions disclosed since Jan 1, 2023 .
- No material legal proceedings involving directors/officers disclosed .
- Weaknesses / RED FLAGS
- Not designated “independent” under Nasdaq rules (Board states five independent directors, excluding Brown) .
- No standing committee memberships (Audit, Compensation, Governance & Nominating) listed for Brown, limiting committee‑level influence .
- Hedging of company securities is not prohibited, weakening alignment with shareholders (policy applies to directors and executives) .
- Director equity accelerates on change‑of‑control under the 2007 Directors’ Plan, which can misalign incentives around transactions .
- Minor Section 16 reporting amendment in 2025 due to administrative error (corrected) .
Overall: Brown contributes legal and public company oversight skills and maintains full meeting engagement, but his non‑independence and lack of committee assignments reduce direct influence over audit/compensation/governance processes. The absence of a hedging prohibition and CIC acceleration in director equity are governance risk flags that investors should monitor .