Frederick Hudson
About Frederick M. Hudson
Independent director at scPharmaceuticals since June 2018; age 79; retired KPMG LLP partner who led the Washington–Baltimore health care audit practice during a 37‑year career; Certified Public Accountant (retired). The Board has designated him the audit committee financial expert and determined he is independent under Nasdaq rules; all directors other than the CEO are independent. He attended at least 75% of Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Partner; in charge of Washington–Baltimore health care audit practice | Career of 37 years; retired Jan 1, 2006 | Led health care audit practice; deep SEC/PCAOB audit experience |
| Aradigm Corporation | Director | Mar 2014 – Feb 2019 | Board oversight during late-stage biotech phase |
| GBMC Healthcare, Inc. / GBMC (nonprofit) | Director | Not disclosed | Board service (nonprofit) |
| Greater Baltimore Medical Center, Inc. | Director | Not disclosed | Board service (nonprofit) |
| Catholic Archdiocese of Baltimore, Board of Financial Administration | Member | Not disclosed | Financial oversight (nonprofit) |
| Educate, Inc.; Maryland Historical Society (Trustee); Woodhaven Holding Corp.; Paradigm Management Services, LLC | Director/Trustee | Not disclosed | Various board governance roles |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN) | Director; Audit Committee Chair | Since Nov 2010 – present | Chairs audit committee; public company financial oversight |
Board Governance
- Committee assignments: Audit Committee Chair; members are Hudson (Chair), Sara Bonstein, and Minnie Baylor‑Henry. The audit committee met 5 times in 2024 and oversees external audit, ICFR, risk related to financial reporting/IT, and related‑party transaction approvals. Hudson is designated the “audit committee financial expert.”
- Additional committees: Compensation (Khattar Chair; 3 meetings in 2024) and Nominating & Corporate Governance (Veitinger Chair; 1 meeting in 2024). All committee members are independent.
- Independence and attendance: All directors other than the CEO are independent; each director attended at least 75% of combined Board/committee meetings in 2024; all then‑serving directors attended the 2024 annual meeting.
- Trading/hedging/pledging policy: Short sales and derivatives are prohibited; pledging or margin use requires prior approval; policy designed to prevent misalignment and insider trading risks.
- Related‑party transactions: Audit Committee reviews/approves such transactions; company reports no related‑party transactions ≥$120,000 since Jan 1, 2023 (other than ordinary compensation arrangements).
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board retainer (non‑employee director) | $40,000 | Policy schedule |
| Audit Committee Chair fee | $20,000 | Policy schedule |
| Cash fees earned (Hudson) | $60,000 | 2024 director compensation table |
| Total director compensation (Hudson) | $114,957 | Cash plus grant‑date fair value of option award |
Director fee schedule (context):
- 2024 retainers: Non‑Executive Chairman $75,000; Other directors $40,000; Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Comp member $7,500; N&G Chair $10,000; N&G member $5,000. In 2025, the non‑executive Chairman retainer increased to $90,000; other amounts unchanged.
Performance Compensation
| Equity Element | 2024 Amount/Structure | Vesting/Terms |
|---|---|---|
| Option award (Hudson) | $54,957 grant‑date fair value | Director annual options are time‑based (not performance‑based) |
| Non‑employee director option policy | 2024: Annual grant 19,750 options; Initial grant 34,600 options | Annual grants vest fully by the earlier of 1 year or next annual meeting; initial grants: 33% at year 1, remainder monthly over next 2 years; strike at FMV on grant date |
| Policy changes effective 2025 | Annual grant increased to 30,000 options; Initial grant increased to 60,000 options | Same time‑based vesting |
No director performance metrics (TSR, revenue, ESG) are tied to director equity; vesting is service/time‑based per policy.
Other Directorships & Interlocks
| Relationship | Details | Potential Implication |
|---|---|---|
| Supernus Pharmaceuticals interlock | Hudson chairs Supernus’ audit committee; SCPH’s Chairman, Jack A. Khattar, is founder, President & CEO and Director of Supernus | Board‑level relationship between two SCPH directors via another public company; not a competitor to SCPH’s heart‑failure focus but is an interlock to monitor for influence perceptions |
Expertise & Qualifications
- Former Big Four audit partner leading a major health care practice; licensed CPA (retired).
- Designated audit committee financial expert; deep financial reporting, ICFR, and audit oversight skills.
- Extensive board service across public, private, and nonprofit organizations.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Of which: Options Exercisable within 60 days | % of Outstanding |
|---|---|---|---|
| Frederick M. Hudson | 94,146 | 94,146 | Less than 1% |
| Citations: |
Additional details:
- Options outstanding (aggregate, as of 12/31/2024): 94,146 shares underlying option awards.
- Pledging/hedging: Company policy prohibits short sales and derivative transactions and bars pledging/margin without prior approval; no pledging by Hudson disclosed.
Governance Assessment
- Strengths: Independent director; chair of audit committee with “financial expert” designation; audit committee meets regularly and oversees related‑party reviews; strong attendance; restrictive hedging/pledging policy; no related‑party transactions disclosed. These support board effectiveness and investor confidence.
- Alignment: Director pay mixes cash retainers tied to committee workload with time‑based options; Hudson’s 2024 mix was ~52% cash / 48% equity by grant‑date value ($60,000 cash; $54,957 options).
- Monitoring items:
- Interlock with Supernus via Hudson (SUPN audit chair) and Khattar (SUPN CEO/Director) may warrant attention for potential information flow or perceived influence, though no specific conflict is disclosed.
- Board tenure and age: seasoned expertise (age 79) adds experience; ensure ongoing succession planning and committee refreshment are considered.
No legal proceedings involving Hudson were reported; all committee members are independent under SEC/Nasdaq rules.