Frederick Hudson
SUPERNUS PHARMACEUTICALSAbout Frederick M. Hudson
Frederick M. Hudson is an independent director of Supernus Pharmaceuticals and Chair of the Audit Committee (director since 2010; Class II, term ends at the 2026 annual meeting). He is 79, a retired KPMG LLP partner (37-year career), and a CPA (retired) with deep healthcare audit, M&A due diligence, and middle-market leadership experience. Education: B.S. in Accounting, Loyola University Maryland. Core credentials include “audit committee financial expert” designation under SEC rules and extensive public company audit chair experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Partner; led DC–Baltimore healthcare audit practice; Mid-Atlantic healthcare audit leader; national account lead; VC liaison | Retired 2006; 37-year career | Led healthcare audit practice; due diligence and M&A services leadership |
| GBMC Healthcare, Inc. and Greater Baltimore Medical Center | Director; Chair of Board (2019–2022); previously Chair of Finance and Audit | Chair 2019–2022; Director ongoing | Board leadership; finance and audit oversight |
| Aradigm Corporation (public) | Director; Audit Committee Chair; member of several committees | 2014–2019 | Audit chair; board committee service |
| Educate, Inc.; Woodhaven Holding Corp.; Vicor Technologies, Inc.; Paradigm Management Services LLC | Director; audit chair (various) | Not disclosed | Audit leadership roles |
| Maxim Healthcare Services, Inc. | Director; Compliance Committee member | Not disclosed | Compliance oversight |
External Roles
| Company | Public/Private | Role | Governance Notes |
|---|---|---|---|
| scPharmaceuticals, Inc. (SCPH) | Public | Director; Audit Committee Chair (current) | External audit chair role; complements SUPN Audit leadership |
| GBMC Healthcare, Inc. and Greater Baltimore Medical Center | Non-profit | Director; former Board Chair | Health system governance; prior finance/audit chair roles |
Board Governance
- Independence: Board deems Hudson independent under Nasdaq/SEC rules; Audit and Compensation committee service comprised of independent directors .
- Committees and roles:
- Audit Committee: Chair; members Hudson (Chair), Dr. Gemayel, Ms. Sensenig; designated financial expert; 5 meetings in last fiscal year; cybersecurity oversight included in charter .
- Compensation Committee: Member alongside Dr. Gemayel (Chair) and Mr. Newhall; 7 meetings in last fiscal year .
- Attendance and engagement: Board held 6 meetings in 2024; all directors except Ms. Sensenig attended at least 75% of Board and committee meetings during their service; Hudson attended the 2024 Annual Meeting of Stockholders .
- Board structure: Classified board (three classes); Hudson is Class II, term ending 2026 .
Fixed Compensation
| Element (2024) | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Standard non-employee director retainer |
| Audit Committee Chair retainer (cash) | $25,000 | Committee chair fee |
| Compensation Committee member retainer (cash) | $10,000 | Committee member fee |
| Total cash fees | $85,000 | Sum of retainers above |
Director fee schedule (2024): Board $50,000; Audit Chair $25,000 / member $12,500; Compensation Chair $20,000 / member $10,000; Governance & Nominating Chair $12,000 / member $6,000; Science Chair $20,000 / member $10,000 .
Performance Compensation
| Equity (2024) | Grant Date | Grant/Value | Key Terms |
|---|---|---|---|
| Stock Options | Feb 22, 2024 | Grant-date fair value $142,678 | Exercise price $27.94 (closing price); 10-year term; 100% vest at 1-year anniversary |
| RSUs | Feb 22, 2024 | Target grant equal to $150,000; grant-date fair value $150,009 | 100% vest at 1-year anniversary; forfeiture if service ends before vest |
| Total 2024 Director Compensation | — | $377,688 | Cash $85,000; Stock awards $150,010; Option awards $142,678 |
- Mix and design: Non-employee director pay emphasizes equity; equity is time-based (no performance metrics) and historically delivered via stock options and RSUs to align with long-term shareholder value; no meeting fees; structure reviewed against peers by Aon .
Other Directorships & Interlocks
- Current public company directorships: scPharmaceuticals, Inc. (Audit Committee Chair) .
- Interlocks: Company discloses no Compensation Committee interlocks or insider participation; none of SUPN’s executives served on other boards’ compensation committees in the past fiscal year .
Expertise & Qualifications
- Audit committee financial expert (SEC definition) and financial sophistication (Nasdaq) .
- 37-year KPMG career with healthcare audit leadership; due diligence and M&A services; national account/VC liaison .
- CPA (retired); B.S. in Accounting, Loyola University Maryland .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Frederick M. Hudson | 141,807 | <1% | Includes 88,043 shares issuable upon exercise of options within 60 days of April 22, 2025 |
- Ownership guidelines: Directors must hold $150,000 of Company stock within five years; CEO must hold 3x salary; adopted 2020 .
- Hedging/pledging: Company prohibits hedging and pledging of Company securities by directors, officers, and employees; margin accounts also prohibited .
Governance Assessment
-
Strengths
- Independent director with deep audit expertise; designated “financial expert”; long-tenured audit chair at SUPN and SCPH supports robust financial oversight .
- Active committee engagement: Audit (5 meetings) and Compensation (7 meetings) in last year; Board attendance ≥75% threshold; attended 2024 Annual Meeting .
- Pay alignment: Director pay heavily equity-weighted; options strike at grant-date market; annual vesting; no repricing without shareholder approval .
- Shareholder support signal: 2024 Say-on-Pay received 48,217,539 “For” vs. 2,290,237 “Against” (≈95% approval), indicating strong support for compensation governance .
- Risk oversight: Audit Committee charter includes cybersecurity risk oversight and related-party transaction review/approval .
-
Potential considerations
- Tenure length: Director since 2010; while tenure yields institutional knowledge, some investors prefer periodic refreshment for independence of mind; board diversity/refreshment is handled via Governance & Nominating, which monitors independence and conflicts .
- Related-party context: No related-person transactions involving Hudson disclosed; one related-person employment (CEO’s daughter) was approved and disclosed, with Audit Committee responsible for oversight .
-
Red flags: None identified specific to Hudson. Company policies prohibit hedging/pledging; no disclosed legal proceedings involving directors; no compensation committee interlocks .
Director Compensation (detail)
| Name (2024) | Fees Earned (Cash) | Stock Awards ($) | Option Awards ($) | Total |
|---|---|---|---|---|
| Frederick M. Hudson | $85,000 | $150,010 | $142,678 | $377,688 |
Breakdown for Hudson: $50,000 Board retainer; $25,000 Audit Chair; $10,000 Compensation Committee member .
Director Equity Grant Terms (2024 cohort)
| Instrument | Exercise/Grant Price | Term | Vesting |
|---|---|---|---|
| Stock Options | $27.94 per share (Feb 22, 2024) | 10 years | 100% at 1-year anniversary |
| RSUs | $150,009 grant-date fair value (Feb 22, 2024) | — | 100% at 1-year anniversary; forfeiture on early departure |
Shareholder Voting Signals (context)
| Proposal (June 14, 2024) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (Advisory) | 48,217,539 | 2,290,237 | 24,309 | 1,945,574 |
These results corroborate strong investor confidence in compensation governance and oversight by the Compensation and Audit Committees on which Hudson serves .
Related-Party Transactions and Controls
- Audit Committee reviews and approves all material related-person transactions (Item 404, Reg S-K) per charter; aside from the disclosed non-executive employment of the CEO’s adult daughter (compensation $182,616 in 2024), no other transactions exceeding $120,000 with directors/officers were disclosed since Jan 1, 2024 .
- Insider Trading Policy prohibits hedging and pledging; requires pre-clearance and includes blackout periods and 10b5-1 plan requirements .
Overall, Hudson’s audit discipline, financial expert status, and external audit chair experience represent strong board effectiveness signals for investors, with no Hudson-specific conflicts or red flags disclosed .