Todd M. Anthony
About Todd M. Anthony
Todd M. Anthony, 64, is Vice President, Organizational Development at Cumberland Pharmaceuticals, responsible for human resources, information technology and cybersecurity, organizational development, and office administration; he joined Cumberland in 2010 and holds a B.S. in Nursing from D’Youville College . In 2024, he led refinements to sales hiring/training, oversaw headquarters operations, and enhanced cybersecurity policies; he was the inaugural recipient of the Cumberland Culture Award for defining and disseminating company culture . Company-level performance context during his tenure (recent five years): Cumberland’s Total Shareholder Return index moved from 57.28 (2020) to 46.02 (2024), while Adjusted Diluted EBITDA per share moved from $0.40 (2020) to $0.01 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cumberland Pharmaceuticals | VP, Organizational Development (previously leadership roles across training and development) | 2010–present | Built and ran Cumberland Academy curriculum; led HR/IT/cybersecurity, sales training materials for branded products; managed HQ operations |
| Berlex Laboratories (now part of Bayer HealthCare) | Training, development and HR roles of increasing responsibility | ~19 years (pre-2006 acquisition) | Led pharmaceutical training/development initiatives over two decades prior to joining Cumberland |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary | $272,500 | $286,125 |
| Cash Bonus (Actual) | $30,000 | $30,000 |
| Stock Awards (RSUs/PSUs) – Grant Date Fair Value | — | — |
| Option Awards – Grant Date Fair Value | $5,910 | $5,130 |
| Nonqualified Deferred Comp (Plan Additions) | $20,000 | — |
| All Other Compensation (primarily life insurance premiums) | $2,442 | $2,497 |
| Total | $330,852 | $323,752 |
Notes:
- Discretionary annual bonuses are benchmarked to market as a percent of salary but determined based on corporate and individual performance; specific targets/percentages are not disclosed .
Performance Compensation
| Incentive Type / Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Not disclosed; discretionary | Not disclosed | Not disclosed | $30,000 (2024) | N/A |
| Long-Term Equity (ISOs) – 3,000 options granted 3/25/2024 at $1.71 | N/A | N/A | N/A | Grant-date FV $5,130 | 100% vests at 4th anniversary (3/25/2028) |
| Long-Term Equity (ISOs) – 3,000 options granted 3/24/2023 at $1.97 | N/A | N/A | N/A | Grant-date FV $5,418 (company table) | 100% vests 3/24/2027 |
| Long-Term Equity (ISOs) – two grants of 3,000 options each on 3/16/2022 at $2.59 | N/A | N/A | N/A | Grant FV not in 2024 SCT for Todd | 100% vest 3/16/2026 |
| Company-Selected Measures that link pay | Not disclosed | Not disclosed | Not disclosed | Used to assess pay vs performance: Net Revenue, Cash Flow from Operations, EPS before EBITDA, Adjusted Earnings | N/A |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 19,328 shares (0.14% of 13,936,854 outstanding as of 2/28/2025) |
| Included in Beneficial Ownership | 3,000 shares underlying Incentive Stock Options that become exercisable within 60 days (grant 3/17/2021) |
| Vested vs. Unvested (12/31/2024) | Options scheduled: 3,000 vest 3/17/2025; 6,000 vest 3/16/2026; 3,000 vest 3/24/2027; 3,000 vest 3/25/2028; no unvested RSUs listed for Todd |
| Options Outstanding (counts) | As above; see detailed vesting schedule below |
| Shares Pledged | None (company states no NEOS/directors have pledged common stock) |
| Hedging Policy | Company currently does not prohibit hedging by executives/directors (governance red flag) |
| Stock Ownership Guidelines | Not disclosed |
Detailed Equity Vesting and Terms (Options)
| Grant Date | Type | Number | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| 3/17/2021 | ISO | 3,000 | $3.22 | 3/17/2031 | 100% on 3/17/2025 |
| 3/16/2022 | ISO | 3,000 | $2.59 | 3/16/2032 | 100% on 3/16/2026 |
| 3/16/2022 | ISO | 3,000 | $2.59 | 3/16/2032 | 100% on 3/16/2026 |
| 3/24/2023 | ISO | 3,000 | $1.97 | 3/24/2033 | 100% on 3/24/2027 |
| 3/25/2024 | ISO | 3,000 | $1.71 | 3/25/2034 | 100% on 3/25/2028 |
| Plan Provision | — | — | — | — | All options vest on 4th anniversary; change-in-control accelerates vesting for all awards |
Insider selling pressure signals:
- The vesting cadence is modest (3k–6k tranches annually), limiting mechanical selling pressure; the earliest tranche (3,000 options from 2021 grant) vested 3/17/2025 and additional 6,000 vest in March 2026, subject to blackout/policy constraints . No pledging is reported; hedging is not prohibited by policy .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Type | Annual employment agreements (renewed 2024/2025); employment is at-will |
| Severance | No severance if terminated for cause; no severance for death or permanent disability; agreements do not include retirement/resignation/change-in-control severance features |
| Non-Compete | 1 year after termination; release possible for specific activities upon disclosure |
| Non-Solicit | 1 year after termination (customers and employees) |
| Confidentiality/IP | Confidentiality obligations; inventions/discoveries are Company property |
| Change-of-Control Economics | 2007 LTIP provides single-trigger acceleration: options become fully exercisable; restrictions on other awards terminate/satisfy upon change in control |
| Clawback | Not disclosed |
| Hedging/Pledging | Hedging not prohibited; no pledging reported |
| Retirement/Deferred Comp | Eligible for Supplemental Executive Retirement Plan (“Summit Program”); 2024 aggregate balance $180,315; 2024 earnings $16,208 (no 2024 registrant contributions for Todd) |
| Perquisites | Company generally does not provide perquisites |
Performance & Track Record
- 2024 execution highlights: refined hiring/training for sales workforce; enhanced cybersecurity policies/procedures; managed headquarters facility; led medical sales liaison group; received inaugural Cumberland Culture Award for culture leadership .
- Company-level performance (for context):
- Key pay-versus-performance measures used: Net Revenue, Cash Flow from Operations, EPS before EBITDA, Adjusted Earnings .
- Recent pay-versus-performance table (select metrics): see below .
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Cumberland TSR (Index) | 57.28 | 90.68 | 43.69 | 34.79 | 46.02 |
| Adjusted Diluted EBITDA per Share ($) | 0.40 | 0.45 | 0.24 | 0.48 | 0.01 |
| Net Income (Loss) ($000s) | (3,339) | (3,508) | (5,517) | (6,279) | (6,480) |
Governance, Compensation Process, and Shareholder Feedback
- Compensation philosophy emphasizes market benchmarking (Radford Global Life Sciences Survey), discretionary annual bonuses, and long-term equity with four-year cliff vesting .
- Compensation Committee: Joseph C. Galante (Chair), Caroline R. Young, Gordon R. Bernard; all independent; authority over executive pay and equity .
- Say-on-Pay: Shareholders approved NEO compensation at the 2023 Annual Meeting; company conducts advisory votes every three years; next scheduled in 2026 .
Investment Implications
- Alignment and retention: Anthony’s equity exposure is modest (0.14% ownership) with small, cliff-vesting ISO tranches (3k–6k per year), which supports retention but limits immediate equity sensitivity; 2007 Plan provides single-trigger vesting on change-of-control, potentially increasing transaction incentives .
- Cash vs. equity mix: Compensation skews to cash (salary + discretionary bonus); 2024 option grant value was $5,130 vs. $316k in cash components, indicating lower at-risk equity leverage for this role relative to CEO-level equity intensity .
- Trading/overhang signals: Upcoming vesting cadence is small (6,000 options in March 2026; 3,000 in March 2027; 3,000 in March 2028), suggesting minimal mechanical selling pressure; no pledging, but absence of a hedging prohibition is a governance risk that could reduce alignment if executives hedge .
- Contract risk: At-will employment with 1-year non-compete/non-solicit and no guaranteed severance reduces parachute costs and may modestly elevate retention risk in competitive markets; equity acceleration on change-of-control is standard but single-trigger .
- Execution track record: 2024 deliverables in talent development and cybersecurity align with operational resilience; company-level TSR recovered in 2024 while Adjusted Diluted EBITDA per share declined, underscoring mixed operating-to-market linkage during the period .