Joshua M. Flum
About Joshua M. Flum
Joshua M. Flum, age 55, has served on the CreditRiskMonitor.com, Inc. (CRMZ) Board since September 2007. He is currently a Managing Partner at LRVHealth; previously he spent nearly two decades at CVS Health, departing in 2022 as EVP, Chief Strategy & Business Development Officer. He holds a BA from Tufts University and a JD from Yale Law School. He is not considered an independent director under SEC definitions and is the son of Executive Chairman Jerome S. Flum.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health | EVP, Chief Strategy & Business Development Officer; senior roles in strategy, operations, technology; led CVS/Aetna integration; founded CVS Health Ventures | Departed 2022; “nearly two decades” | Strategic transformation leadership and M&A integration experience |
| Boston Consulting Group | Consultant (consumer and retail practice) | Not disclosed | Strategy and operational consulting expertise |
| Miller, Cassidy, Larroca & Lewin, LLP | Attorney | Not disclosed | Legal background |
| U.S. Court of Appeals for the Third Circuit | Law Clerk to Chief Judge Edward R. Becker | Not disclosed | Federal appellate clerkship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LRVHealth | Managing Partner | Current | Early-stage healthcare venture capital platform |
Board Governance
| Item | Detail |
|---|---|
| Board seat | Director |
| Service since | September 2007 |
| Age | 55 (as of Aug. 12, 2025) |
| Independence status | Not independent (only Brigitte Muehlmann and Lisa Reisman are independent) |
| Family relationship | Son of Executive Chairman Jerome S. Flum |
| Committees | Audit Committee member; Compensation Committee member |
| Committee chair roles | None disclosed for Joshua M. Flum |
| Board meetings (FY2024) | 5 meetings; all directors attended ≥75% |
| Audit Committee meetings (FY2024) | 4 meetings (pre-10-K filing) |
| Lead Independent Director | None |
| Hedging policy | Company does not prohibit hedging/monetization transactions for insiders (red flag) |
| Committee composition changes | Nominee Lawrence Fensterstock (independent; audit committee financial expert) to join Audit and Compensation Committees |
Fixed Compensation
| Year | Cash Retainer / Fees | Notes |
|---|---|---|
| 2024 | $4,000 | Standard non-employee director pay is $2,000 per quarter ($8,000 per year) effective July 12, 2023; fees shifted to quarterly payments from July 1, 2024; audit committee financial expert (Muehlmann) receives $3,000/quarter effective Oct. 1, 2024 (not applicable to Joshua) |
| 2023 | $8,000 | Annual retainer paid upfront for period June 30, 2023 to July 1, 2024 |
Performance Compensation
| Year | Option Awards (ASC 718 Fair Value) | Award Type |
|---|---|---|
| 2024 | $9,902 | Stock options (director awards reported as fair value) |
| 2023 | $7,259 | Stock options (director awards reported as fair value) |
- Default vesting terms under the 2020 Plan: vesting begins in five annual 20% increments starting on the second anniversary of grant; options vest in full upon a change in control (per plan defaults). While the example table is for executives, the plan default provisions govern awards made under the 2020 Plan.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other current public company boards | None disclosed in CRMZ proxy biography |
| Interlocks / Conflicts | Family relationship: Joshua is the son of Executive Chairman Jerome S. Flum; Board independence statement explicitly excludes Joshua. Flum Partners beneficially owns 50.5% of shares, and Jerome S. Flum is controlling general partner with 56.0% beneficial ownership attributed to him, indicating concentrated family control. |
Expertise & Qualifications
- Legal and strategy background: Yale Law School JD; Tufts BA; federal appellate clerkship; attorney at Miller, Cassidy.
- Corporate strategy, operations, and technology leadership: nearly two decades at CVS Health; led CVS/Aetna integration; founded CVS Health Ventures.
- Venture investing: Managing Partner at LRVHealth (healthcare VC).
Equity Ownership
As of January 31, 2025:
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Joshua M. Flum | 6,500 | <1% |
Additional ownership context (control concentration):
- Flum Partners: 5,410,437 shares (50.5% of class); Jerome S. Flum is controlling general partner and deemed beneficial owner of those shares; Jerome’s total beneficial ownership: 6,008,047 shares (56.0%).
Governance Assessment
- RED FLAG: Non-independent director on Audit and Compensation Committees (committee rosters include Joshua while independence disclosures exclude him). This is atypical under major exchange standards and elevates conflict risk given family control.
- RED FLAG: No prohibition on insider hedging/monetization in the company’s insider trading policy, weakening alignment with long-term shareholders.
- RED FLAG: Concentrated control—Flum Partners (controlled by Jerome S. Flum) holds 50.5% of shares; Jerome’s beneficial ownership totals 56.0%. This limits minority shareholder influence and can affect board independence/dynamics.
- Board structure: No Lead Independent Director; board risk oversight is handled by full Board; Audit Committee focuses on financial reporting risks.
- Attendance/Engagement: All directors met at least the 75% attendance threshold in 2024; Board met 5 times, Audit Committee 4 times.
- Say-on-Pay and Voting Signals: 2025 say-on-pay was approved (For 6,732,866; Against 127,578; Abstain 35,515; Broker Non-Votes 1,180,944). Director election results show Joshua received 6,599,459 votes for and 296,500 withheld (Broker Non-Votes 1,180,944). The Board set say-on-pay frequency to every three years based on shareholder vote.
- Section 16 compliance: Company states all directors and officers complied with timely filing requirements for 2023 and 2024.
- Committee evolution: Addition of independent nominee Lawrence Fensterstock (audit committee financial expert) to Audit and Compensation Committees is a positive signal for committee expertise/independence depth.
Overall: Joshua M. Flum brings deep strategy and legal experience and long-tenured board service, but family ties, non-independence, and service on key committees amid concentrated family control, plus the absence of an anti-hedging policy and no Lead Independent Director, are material governance risk factors for investor confidence.
Director Compensation Details (for Joshua M. Flum)
| Year | Fees Earned (Cash) | Option Awards (ASC 718) | Total |
|---|---|---|---|
| 2024 | $4,000 | $9,902 | $13,902 |
| 2023 | $8,000 | $7,259 | $15,259 |
- Standard non-employee director pay is $2,000 per quarter ($8,000 per year) effective July 12, 2023; from July 1, 2024, fees are paid quarterly. Audit committee financial expert fee ($3,000/quarter effective Oct. 1, 2024) applies to Dr. Muehlmann, not Joshua.
Notes on Compensation Structure
- No director-specific performance metrics (e.g., revenue/EBITDA/TSR) are disclosed for equity awards; equity awards are options valued under ASC 718.
- 2020 Plan default vesting (five annual 20% tranches starting on 2nd anniversary) and change-in-control full vesting apply to option awards issued under the plan.