Collegium Pharmaceutical, Inc DEF 14A, filed Mar 28, 2025

Collegium Pharmaceutical, Inc (COLL)

DEF 14A 2025-03-28 For: 2025-05-15

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Added on June 12, 2026

About this DEF 14A

Collegium Pharmaceutical, Inc filed this DEF 14A on March 28, 2025.

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	When			Record Date
	Thursday, May 15, 2025 8:30 a.m. Eastern Time			Only shareholders of record at the close of business on March 25, 2025 are entitled to notice of, and to vote at, the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) or any adjournment thereof.
	Where
	www.meetnow.global/MZQSZJF


Item of Business		Board Recommendation
1	To elect eight director nominees, each to serve for a one-year term extending until our 2026 Annual Meeting of Shareholders and their successors are duly elected and qualified		FOR each nominee
2	To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement		FOR
3	To indicate, on an advisory basis, the preferred frequency of shareholder advisory votes on the compensation of our named executive officers		FOR “One Year”
4	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025		FOR
5	To approve the Collegium Pharmaceutical, Inc. 2025 Equity Incentive Plan		FOR
6	To transact any other business properly brought before the Annual Meeting


	How to Vote
	YOUR VOTE IS IMPORTANT. Even if you plan to attend the Annual Meeting, we encourage you to vote as soon as possible using one of the following methods. Have your proxy card or voting instruction form with your control number and follow the instructions.

		Internet	Telephone	Mail	At the Annual Meeting
Registered Holders		www.envisionreports.com/COLL	Within the United States and Canada, 1-800-652-8683 (toll-free)	Return a properly executed proxy card	Attend the Annual Meeting and vote online using your control number
Beneficial Owners (Holders in street name)		www.envisionreports.com/COLL	Not applicable	Return a properly executed voting instruction form by mail, depending upon the method(s) your broker, bank or other nominee makes available	To attend the Annual Meeting, you will need to contact your broker, bank or other nominee to obtain your control number
Deadline		11:59 p.m. Eastern Time on May 14, 2025, if you are a registered holder. If you are a beneficial owner, please refer to the information provided by your broker, bank or other nominee.


	By Order of the Board of Directors,


	/s/ DAVID DIETER
	David Dieter
	Executive Vice President, General Counsel and Corporate Secretary



	Page

2025 PROXY STATEMENT SUMMARY	1

ABOUT COLLEGIUM	2

GENERAL INFORMATION ABOUT THE MEETING	8

PROPOSAL 1: ELECTION OF DIRECTORS	13

OUR ENVIRONMENTAL, SOCIAL AND GOVERNANCE INITIATIVES	33

EXECUTIVE OFFICERS	39

PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	41

COMPENSATION DISCUSSION AND ANALYSIS	43

COMPENSATION COMMITTEE REPORT	62

EXECUTIVE COMPENSATION TABLES	63

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	82

PROPOSAL 3: ADVISORY VOTE TO APPROVE FREQUENCY OF SHAREHOLDER ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	84

PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	85

AUDIT COMMITTEE REPORT	87

PROPOSAL 5: APPROVAL 2025 EQUITY INCENTIVE PLAN	88

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	98

ADDITIONAL INFORMATION	102

ANNEX A	A-1


Item of Business		Board Recommendation		See Page
1	To elect eight director nominees, each to serve for a one-year term extending until our 2025 Annual Meeting of Shareholders and their successors are duly elected and qualified		FOR each nominee	13
2	To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement		FOR	41
3	To indicate, on an advisory basis, the preferred frequency of shareholder advisory votes on the compensation of our named executive officers		FOR “One Year”	84
4	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025		FOR	85
5	To approve the Collegium Pharmaceutical, Inc. 2025 Equity Incentive Plan		FOR	88
6	To transact any other business properly brought before the Annual Meeting


Record Date Shares Outstanding	32,131,798 shares	Exchange	Nasdaq Global Select Market
Stock Symbol	COLL	Transfer Agent	Computershare Trust Company, N.A.


Corporate Governance Best Practices
✓ 8 of our 9 current directors are independent, including all committee members	✓ Annual director self-evaluation and committee assessment to ensure Board effectiveness
✓ Regular executive sessions of independent directors	✓ All directors attended at least 75% of 2024 meetings
✓ Lead Independent Director	✓ Robust risk oversight, including separate compliance committee
✓ Ongoing Board refreshment and balance of new and experienced directors	✓ Code of Business Conduct and Ethics
✓ No over-boarding	✓ Active shareholder engagement
✓ Majority vote director resignation policy	✓ Commitment to ESG



					Collegium Board Committees
	Age	Director Since	Independent⁽¹⁾	Total Current Public Company Boards	Audit	Nominating and Corporate Governance	Compensation	Compliance
Michael Heffernan, R.Ph.⁽²⁾	60	2003		4
Vikram Karnani	50	2024		1
Rita Balice-Gordon, Ph.D.	64	2020		1
Garen Bohlin	77	2015		2
John Fallon, M.D.	77	2016		1
John Freund, M.D.	71	2014		3
Nancy Lurker⁽³⁾	67	2025		3
Gwen Melincoff ⁽⁴⁾	73	2017		3
Gino Santini	68	2012		2
Meetings in 2024		Board: 9			8	2	5	3


	Committee Chair		Committee Member		Board Chairman		Lead Independent Director		Audit Committee Financial Expert




Director	Senior Leadership	Finance and Accounting	Business Development & M&A	Human Capital Management	Operations, Manufacturing, & Supply Chain	Other Public Board & Governance	Commercial Pharma Experience	Drug Development & Regulatory
Michael Heffernan, R.Ph.
Vikram Karnani
Rita Balice-Gordon, Ph.D.
Garen Bohlin
John Fallon, M.D.
John Freund, M.D.
Nancy Lurker
Gwen Melincoff
Carlos Paya, M.D., Ph.D.
Gino Santini



Things We Do	Things We Don’t Do
✓ Independent compensation committee that approves all compensation for our named executive officers other than our Chief Executive Officer, whose compensation is approved by the Board ✓ Independent compensation consultant ✓ Annual say-on-pay vote ✓ Compensation committee assesses compensation practices to eliminate excessive risk ✓ Maintain a recoupment policy which requires us to seek the repayment of performance-based compensation in the event of a restatement of our financial results ✓ Pay-for-performance philosophy	× No excise tax gross-ups in the event of a change of control × No pensions or any other enhanced benefit programs beyond those typically available to all employees × Limited perquisites × No hedging or pledging of company stock × No option repricing



	Internet	Telephone	Mail	At the Annual Meeting
Registered Holders	www.envisionreports.com/COLL	Within the United States and Canada, 1-800-652-8683 (toll-free)	Return a properly executed proxy card	Attend the Annual Meeting and vote online using your control number
Beneficial Owners (Holders in street name)	www.envisionreports.com/COLL	Not applicable	Return a properly executed voting instruction form by mail, depending upon the method(s) your broker, bank or other nominee makes available	To attend the Annual Meeting, you will need to contact your broker, bank or other nominee to obtain your control number
Deadline	11:59 p.m. Eastern Time on May 14, 2025, if you are a registered holder. If you are a beneficial owner, please refer to the information provided by your broker, bank or other nominee.


VOTING MATTERS	VOTES REQUIRED	TREATMENT OF ABSTENTIONS AND BROKER NON-VOTES	BROKER DISCRETIONARY VOTING
PROPOSAL 1: To elect eight director nominees, each to serve for a one-year term extending until our 2026 Annual Meeting of Shareholders and their successors are duly elected and qualified	Majority of the votes cast	Abstentions and broker non-votes will not be taken into account in determining the outcome of the proposal	No
PROPOSAL 2: To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement	Majority of the votes cast	Abstentions and broker non-votes will not be taken into account in determining the outcome of the proposal	No
PROPOSAL 3: To indicate, on an advisory basis, the preferred frequency of shareholder advisory votes on the compensation of our named executive officers	Majority of the votes cast	Abstentions and broker non-votes will not be taken into account in determining the outcome of the proposal	No
PROPOSAL 4: To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025	Majority of the votes cast	Abstentions and broker non-votes, if any, will not be taken into account in determining the outcome of the proposal	Yes
PROPOSAL 5: To approve the Collegium Pharmaceutical, Inc. 2025 Equity Incentive Plan	Majority of the votes cast	Abstentions and broker non-votes will not be taken into account in determining the outcome of the proposal	No


• Vikram Karnani	• John Fallon, M.D.
• Rita Balice-Gordon, Ph.D.	• Nancy Lurker
• Garen Bohlin	• Carlos Paya, M.D., Ph.D.
• John Freund, M.D.	• Gino Santini


		The Board of Directors recommends voting FOR the election of each director nominee.

: 2024
VIKRAM KARNANI
Age: 50 Director Since: 2024	Committee Memberships: None	Other Public Directorships: None
Mr. Karnani has served as our President and Chief Executive Officer, and a director, since November 2024. Mr. Karnani previously served as Executive Vice President and President, Global Commercial Operations and Medical Affairs at Amgen Inc. (“Amgen”), a global biotechnology company. Mr. Karnani joined Amgen in October 2023 through Amgen’s acquisition of Horizon Therapeutics plc (“Horizon”). Mr. Karnani joined Horizon in 2014, holding numerous leadership positions including Executive Vice President and President, International, from August 2020 until October 2023; Executive Vice President and Chief Commercial Officer from March 2018 to August 2020; Senior Vice President, Rheumatology Business Unit from February 2017 to March 2018; and General Manager, Specialty Business Unit from July 2014 until February 2017. Prior to joining Horizon, Mr. Karnani was with Fresenius Kabi AG (“Fresenius Kabi”), a global health care company, where he served as Vice President of the therapeutics and cell therapy business from October 2011 to July 2014. Mr. Karnani also held various positions in business development, corporate strategy and strategic marketing within Fenwal Inc., a global blood technology company that was acquired by Fresenius Kabi, from November 2008 to October 2011. Mr. Karnani has a master’s degree from the Kellogg School of Management at Northwestern University, a master’s degree in electrical engineering from Case Western Reserve University and a bachelor of science degree in electrical engineering from University of Bombay, India.
Skills & Qualifications: We believe that Mr. Karnani’s perspective as our Chief Executive Officer and extensive experience as a senior executive in the pharmaceutical and biotechnology industry provide him with the qualifications and skills to serve as a director.
: 2020

RITA BALICE-GORDON, PH.D.
Age: 64 Director Since: 2020	Committee Memberships: Nominating and Corporate Governance	Other Public Directorships: None
Dr. Balice-Gordon has served as a member of our Board since September 2020. Dr. Balice-Gordon is the Chief Executive Officer of Muna Therapeutics (“Muna”), a biotech company focused on developing novel therapeutics for patients with neurodegenerative diseases, since July 2021. She was the founding Chief Scientific Officer of Muna from May 2020 to July 2021, and was an entrepreneur-in-residence at Novo Holdings / Novo Seeds from August 2020 through July 2021. Previously, Dr. Balice-Gordon served in senior leadership roles at Sanofi, Inc. (“Sanofi”) from May 2016 through May 2020, most recently as Global Head of Rare and Neurological Diseases. Prior to joining Sanofi, Dr. Balice-Gordon led the psychiatry and pain drug discovery portfolios as Vice President in the Neuroscience and Pain Research Unit at Pfizer, Inc. Earlier in her career, Dr. Balice-Gordon was Professor of Neuroscience and Chair of the Neuroscience Graduate Group at the University of Pennsylvania Perelman School of Medicine, where she currently holds an appointment as Adjunct Professor in the Department of Neuroscience. Dr. Balice-Gordon has authored more than 100 scientific papers, received numerous accolades for her work in the field of neuroscience, including election as a Fellow of the American Association for the Advancement of Science, and has chaired or served on many National Institutes of Health, national and international committees. She received her B.A. degree in Biological Sciences from Northwestern University, her Ph.D. in Neurobiology from the University of Texas at Austin and completed a postdoctoral fellowship at Washington University School of Medicine in St. Louis.
Skills & Qualifications: We believe that Dr. Balice-Gordon’s scientific expertise and industry experience, including in the neurology and pain therapeutic areas, provide her with the qualifications and skills to serve as a director.

: 2015
GAREN BOHLIN
Age: 77 Director Since: 2015	Committee Memberships: Audit (Chair), Compensation	Other Public Directorships: Karyopharm Therapeutics, Inc.
Mr. Bohlin has served as a member of our Board since January 2015. Mr. Bohlin has almost 30 years of experience serving in executive roles at several biotechnology companies, including Constellation Pharmaceuticals, Inc., where he served as an Executive Vice President from January 2010 to his retirement in April 2012. Prior to that, Mr. Bohlin served as Chief Operating Officer at Sirtris Pharmaceuticals, Inc. (“Sirtris”), which was acquired by GlaxoSmithKline plc. Prior to joining Sirtris, Mr. Bohlin served as President and Chief Executive Officer of Syntonix Pharmaceuticals, Inc. (“Syntonix”), which was acquired by Biogen Idec. Prior to Syntonix, Mr. Bohlin spent 14 years in executive management at Genetics Institute, Inc. (“Genetics Institute”), which was acquired by Wyeth. Prior to Mr. Bohlin’s tenure at Genetics Institute, he was a partner at Arthur Andersen & Co., where he spent 13 years. Mr. Bohlin has served on the board of directors of several companies. Mr. Bohlin currently serves on the board of directors of Karyopharm Therapeutics, Inc. (NASDAQ GS: KPTI) (2013 to present) and Curadel Surgical Innovations, Inc, a privately held company (2020 to present). Previously, he served on the board of directors of Acusphere, Inc. (OTC: ACUS) (2005 to 2015), Tetraphase Pharmaceuticals, Inc. (NASDAQ: TTPH) (2010 to 2020), Proteon Therapeutics, Inc. (NASDAQ: PRTO) (2014 to 2020) and several other publicly traded and privately held biotechnology companies. Mr. Bohlin graduated from the University of Illinois with a B.S. in Accounting and Finance in 1970.
Skills & Qualifications: We believe that Mr. Bohlin’s perspective and experience as a senior executive in our industry, as well as his board and audit committee experience with publicly traded and privately held biotechnology companies, provide him with the qualifications and skills to serve as a director.

: 2016
JOHN FALLON, M.D.
Age: 77 Director Since: 2016	Committee Memberships: Audit, Nominating and Corporate Governance Committee (Chair), Compliance	Other Public Directorships: None
Dr. Fallon has served as a member of our Board since June 2016. Dr. Fallon served as Senior Vice President and Chief Physician Executive at Blue Cross Blue Shield of Massachusetts (“BCBS”), a health insurance company, from 2004 through 2015. Prior to his role at BCBS, Dr. Fallon served as Chief Executive Officer for clinical affairs at the State University of New York Downstate Medical Center, including University Hospital of Brooklyn and the clinical faculty practice plan. His professional experience also includes the Partners Healthcare System, where he was Chairman of the physician network. Dr. Fallon was also the Chief Executive Officer of Charter Professional Services Corporation and the founder and Chief Executive Officer of North Shore Health System, a large physician-hospital organization in Massachusetts. He served on the boards of directors of Insulet Corporation (NASDAQ:PODD) (2012 to 2021), a medical devices company, and AMAG Pharmaceuticals, Inc. (NASDAQ:AMAG), a specialty pharmaceutical company 2014 to November 2020 when the company was acquired. Dr. Fallon was formerly the Chairman of the board of directors of NEHI (Network for Excellence in Health Innovation). In the past, he also served as a member the board of directors of Exact Sciences Corporation (NASDAQ: EXAS) (2016 to 2019), a molecular diagnostics company, as well as several not-for-profit boards, including: Alliance for Healthcare Improvement, Massachusetts Health Quality Partners, Massachusetts E-Health Collaborative and Neighborhood Health Plan. He also co-chaired, with the Massachusetts Secretary of Health and Human Services, the Massachusetts Patient Centered Medical Home Initiative. Dr. Fallon practiced internal medicine for more than 20 years, fulfilled his residency at Boston City Hospital, and is Board Certified in Internal Medicine. He received a B.A. from the College of the Holy Cross, an MBA from the University of South Florida and a Doctor of Medicine from Tufts University School of Medicine.
Skills & Qualifications: We believe that Dr. Fallon’s perspective and experience as an executive and board member in the life sciences industry, as well as his strong medical and scientific background, provide him with the qualifications and skills to serve as a director.

: 2014
JOHN FREUND, M.D.
Age: 71 Director Since: 2014	Committee Memberships: Compensation (Chair), Audit	Other Public Directorships: Sutro Biopharma, Inc. SI-Bone, Inc.
Dr. Freund has served as a member of our Board since February 2014. Dr. Freund co-founded Skyline Ventures (“Skyline”), a venture capital firm, in 1997 and served as Managing Director at Skyline until 2023. Prior to joining Skyline, Dr. Freund served as Managing Director in the private equity group of Chancellor Capital Management, LLC. In 1995, Dr. Freund co-founded Intuitive Surgical, Inc. and served on its board of directors until 2000. From 1988 to 1994, Dr. Freund served in various positions at Acuson Corporation (“Acuson”), most recently as Executive Vice President. Prior to joining Acuson, Dr. Freund was a General Partner of Morgan Stanley Venture Partners from 1987 to 1988. From 1982 to 1988, Dr. Freund worked at Morgan Stanley & Co., where he co-founded the Healthcare Group in the Corporate Finance Department in 1983. In 2016, Dr. Freund co-founded and was Chief Executive Officer of Arixa Pharmaceuticals, an antibiotic company, which was acquired by Pfizer in 2020. Dr. Freund currently serves on the board of directors of Sutro Biopharma, Inc. (NASDAQ: STRO) (2014 to present), and SI-Bone, Inc. (NASDAQ: SIBN) (2013 to present). Dr. Freund also serves on the board of directors of fourteen U.S. registered investment funds managed by The Capital Group Companies. He previously served on the board of directors of several publicly traded companies, including, Proteon Therapeutics, Inc. (NASDAQ: PRTO) (2014 to 2020), Tetraphase Pharmaceuticals, Inc. (NASDAQ: TTPH) (2012 to 2020), XenoPort, Inc. (NASDAQ: XNPT) (1999 to 2016), where he was Chairman, Concert Pharmaceuticals, Inc. (NASDAQ: CNCE) (2014 to 2015), MAP Pharmaceuticals, Inc. (NASDAQ: MAPP) (2004 to 2011), and MAKO Surgical Corp. (NASDAQ: MAKO) (2008 to 2013). Dr. Freund is a member of the Advisory Board for the Harvard Business School Healthcare Initiative. Dr. Freund graduated from Harvard College with a B.A. in History in 1975, received an M.D. from Harvard Medical School in 1980 and an M.B.A. from Harvard Business School in 1982.
Skills & Qualifications: We believe that Dr. Freund’s extensive finance and investment experience, his experience as an executive, and his service on the board of directors of numerous public and privately held companies in our industry provide him with the qualifications and skills to serve as a director.

: 2022
NANCY LURKER
Age: 67 Director Since: 2025	Committee Memberships: None	Other Public Directorships: EyePoint Pharmaceuticals, Inc. Alkermes plc
Ms. Lurker has served as a member of our board since February 2025. Ms. Lurker served as President and Chief Executive Officer of EyePoint Pharmaceuticals, Inc. (“EyePoint”) from November 2016 to July 2023. Prior to EyePoint, Ms. Lurker served as President and Chief Executive Officer and a director of PDI, Inc. (now Interpace Diagnostics Group, Inc.), a publicly-traded healthcare commercialization company, and as Senior Vice President and Chief Marketing Officer of Novartis Pharmaceuticals Corporation, the U.S. subsidiary of Novartis AG. Prior to that, Ms. Lurker held various senior positions at other leading pharmaceutical companies including Pharmacia Corporation (now a part of Pfizer, Inc.), ImpactRx and Bristol-Myers Squibb Company. Ms. Lurker currently serves as the Vice Chair of the board of directors of EyePoint (NASDAQ: EYPT) and serves on the board of directors of Alkermes plc (Nasdaq: ALKS), Altasciences, LLC, a private contract research organization and National Sanitation Foundation, a not-for-profit organization dedicated to improving human health through quality standards. She previously served on the boards of directors of the Cancer Treatment Centers of America, Aquestive Therapeutics, Inc., X4 Pharmaceuticals, Inc., Auxilium Pharmaceuticals, Inc., Mallinckrodt plc, Elan Corporation, plc, and ConjuChem Biotechnologies. Ms. Lurker holds a B.S. in Biology from Seattle Pacific University and an M.B.A. from the University of Evansville.
Skills & Qualifications: We believe that Ms. Lurker’s broad ranging experience in the pharmaceutical industry and years of experience as a senior executive provide her with the qualifications and skills to serve as a director.

: 2017
CARLOS PAYA, M.D., PH. D.
Age: 66		Other Public Directorships: Vaxcyte, Inc.
Dr. Paya has served as a Venture Partner at Abingworth LLP (acquired by The Carlyle Group Inc. in August 2022) since January 2020. Dr. Paya has also served as Chairman of the board of directors of Vaxcyte, Inc. (NASDAQ: PCVX) since October 2021 and has served as Chairman of the board of directors of Highlight Therapeutics S.L, a privately held immuno-oncology company, since January 2020. Additionally, Dr. Paya serves as a Senior Advisor to Ysios Capital, a privately held life sciences investor, and Launch Therapeutics, a privately held clinical development company. Dr. Paya previously served as a member of the boards of directors of Standard BioTools, Inc. (NASDAQ: LAB) from March 2017 to January 2024, where he also served as Chairman from May 2020 to January 2024 when it merged with SomaLogic, Inc. (NASDAQ: SLGC), and of Mallinckrodt Pharmaceuticals plc (NYSE: MNK) from May 2019 to June 2022. Dr. Paya also served as President, Chief Executive Officer and director of Immune Design Corp, from May 2011 to May 2019 when it was acquired by Merck & Co., Inc. and previously served as President of Elan Corporation (which was acquired by Perrigo Company (NYSE: PRGO)), from November 2008 to April 2011. Before joining Elan Corporation, Dr. Paya served as Vice President of the Lilly Research Laboratories at Eli Lilly & Company (NYSE: LLY) from September 2001 to November 2008. From January 1991 to August 2001, Dr. Paya was Professor of Medicine, Immunology, and Pathology, and Vice Dean of the clinical investigation program at the Mayo Clinic in Rochester, Minnesota. Dr. Paya holds M.D. and Ph.D. degrees from the University of Madrid and underwent postdoctoral training at the Institute Pasteur, Paris, France.
Skills & Qualifications: We believe that Dr. Paya’s perspective and experience as a senior executive in the life sciences industry provide him with the qualifications and skills to serve as a director.

: 2012
GINO SANTINI
Age: 68 Director Since: 2012	Committee Memberships: Compliance (Chair); Compensation	Other Public Directorships: Compass Pathways PLC
Mr. Santini has served as a member of our Board since July 2012 and has served as our lead independent director since May 2015. Since December 2010, Mr. Santini has been a senior advisor providing financing and business consulting services to venture capital, pharmaceutical and biotechnology companies. Previously, Mr. Santini held various positions at Eli Lilly and Company (“Lilly”) from 1983 until his retirement from Lilly in December 2010, most recently as Senior Vice President of Corporate Strategy and Business Development, a position he held since 2007. Mr. Santini also served as a member of Lilly’s Executive Committee from January 2004 to his retirement and as President of U.S. Operations. He joined Lilly in 1983 as a financial planning associate in Italy. Mr. Santini has served as chairman of the board of directors of Compass Therapeutics (NASDAQ : CMPS) since September 2024. Mr. Santini currently serves as a member of the board of directors of several privately held companies. Previously, Mr. Santini served on the board of directors of Intercept Pharmaceuticals, Inc. (NASDAQ: ICPT) (2015 to 2023), as well as Horizon Therapeutics plc (NASDAQ: HZNP) (2012 to 2023), Allena Pharmaceuticals, Inc. (NASDAQ: ALNA) (2012 to 2022), AMAG Pharmaceuticals Inc. (NASDAQ: AMAG) (2012 to 2020), Vitae Pharmaceuticals, Inc. (NASDAQ GS: VTAE) (2014 to 2016) and Sorin S.p.A., a company traded on the Italian Stock Exchange (2012 to 2015). He graduated from the University of Bologna, Italy with a B.S. in Mechanical Engineering in 1981 and received an M.B.A. from the Simon School of Business at the University of Rochester in 1983.
Skills & Qualifications: We believe that Mr. Santini’s perspective and experience as a senior executive at Lilly, as well as his extensive domestic and international commercial, corporate strategy, business development and transaction experience, provide him with the qualifications and skills to serve as a director.

THE NOMINATING & CORPORATE GOVERNANCE COMMITTEE
Chair: John Fallon, M.D. Additional Committee Members: ● Rita Balice-Gordon, Ph.D. ● Gwen Melincoff	Responsible for, among other things: ● assisting our Board in identifying prospective director nominees and recommending nominees for each annual meeting of shareholders to our Board; ● reviewing developments in corporate governance practices and reviewing and recommending to our board any changes to our corporate governance principles and guidelines; ● reviewing independence of our Board; ● evaluating and making recommendations as to the size and composition of the Board and each committee; ● determining qualifications for service on our board; ● reviewing the adequacy of our articles of incorporation and bylaws and recommending to our Board, as conditions dictate, amendments for consideration by our shareholders; and ● overseeing our ESG strategy, reporting, policies and practices.
● All members are deemed “independent” under the applicable rules and regulations of the SEC and Nasdaq.
THE COMPLIANCE COMMITTEE
Chair: Gino Santini Additional Committee Members: ● John Fallon, M.D.	Responsible for, among other things: ● overseeing our activities in the area of compliance with laws, regulations and industry standards, except where the oversight responsibility is with the audit committee; ● reviewing and monitoring significant compliance risk areas and the steps management takes to monitor, control, and report such compliance risk exposures; ● monitoring and assessing the development and effectiveness of our compliance program and recommending improvements as necessary or appropriate, including the allocation of sufficient funding, resources and staff to the compliance program; ● periodically reviewing and recommending to the full Board any changes to our Code of Ethics; ● ensuring proper communication of significant compliance issues to the full Board; ● reviewing and monitoring efforts to promote an ethical culture; ● overseeing the mechanisms for employees to seek guidance and report concerns regarding matters of compliance with laws, regulations and industry standards; and ● receiving and evaluating reports and assessing risk regarding internal investigations or government or regulatory actions that may indicate a significant compliance or regulatory issue within the Company that may cause significant financial or reputational damage.
● All members are deemed “independent” under the applicable rules and regulations of the SEC and Nasdaq.


Annual Compensation		Additional Annual Cash Retainers⁽¹⁾
Cash Retainer	$50,000⁽¹⁾			Chair	Member
Restricted Stock Units	$275,000⁽²⁾	Chairman	$60,000
		Lead Independent Director	$25,000
		Committees
		Audit		$20,000	$10,000
		Compensation		$20,000	$10,000
		Nominating and Corporate Governance		$10,000	$5,000
		Compliance		$18,000	$9,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	Total ($)
Rita Balice-Gordon, Ph.D.	55,000	259,023	314,023
Garen Bohlin	80,000	259,023	339,023
John Fallon, M.D.	69,000	259,023	328,023
John Freund, M.D.	80,000	259,023	339,023
Neil McFarlane⁽²⁾	47,500	259,023	306,523
Gwen Melincoff	55,000	259,023	314,023
Gino Santini	103,000	259,023	362,023

VIKRAM KARNANI	● See “Proposal 1: Election of Directors” above for information regarding Mr. Karnani.
Executive Vice President and Chief Executive Officer

Age: 50

Joined Collegium: 2024
COLLEEN TUPPER	● Ms. Tupper joined us in May 2021 as Executive Vice President and Chief Financial Officer. ● Prior to joining us, Ms. Tupper most recently served as Chief Financial Officer, U.S. Business Unit as well as a member of the U.S. Business Unit Executive Leadership Team and the Global Finance Leadership Team at Takeda from January 2019 to April 2021. Prior to that role, Ms. Tupper held several roles of increasing responsibility at Shire Pharmaceuticals (acquired by Takeda in 2019) including Vice President, U.S. Commercial Finance; Vice President, Finance Integration Lead; and Vice President, Head of Finance Global Neuroscience and Ophthalmics. Earlier in her career, Ms. Tupper served in various finance and accounting roles at both Shire Pharmaceuticals and Antigenics (now Agenus). ● Ms. Tupper received a B.S. in Accounting from Franklin Pierce University.
Executive Vice President and Chief Financial Officer

Age: 49

Joined Collegium: 2021

SCOTT DREYER	● Mr. Dreyer was appointed as our Executive Vice President and Chief Commercial Officer in July 2018. ● Mr. Dreyer joined us in January 2018 as Senior Vice President of Sales, Marketing, Commercial Capabilities and Training. He has over 25 years of commercial experience across sales, marketing, commercial operations and strategic planning, all within the biopharma industry. Most recently, Mr. Dreyer was Senior Vice President, Marketing and Commercial Operations for The Medicines Company. Prior to joining The Medicines Company, he was Vice President and Chief Marketing Officer - US at Biogen. Prior to Biogen, Mr. Dreyer held various commercial leadership positions of increasing responsibility at Merck & Co., including Vice President - U.S. Hospital and Oncology Sales and Commercial Operations; Vice President - U.S. Primary Care Sales; Executive Director U.S. Regional Marketing Leader – Neuroscience; Executive Director Customer Marketing and Solutions; Sr. Director of Strategic Planning; and Director of Cardiovascular Marketing. ● Mr. Dreyer received his B.S. in Biology from Messiah College.
Executive Vice President and Chief Commercial Officer

Age: 53

Joined Collegium: 2018
THOMAS SMITH, M.D.	● Dr. Smith has served as our Executive Vice President and Chief Medical Officer since March 2022 following the acquisition of BioDelivery Sciences International, Inc. ● Dr. Smith has more than twenty five years of experience in a variety of leadership roles at various major pharmaceutical companies, including serving as the Chief Medical Officer for BDSI from July 2018 until March 2022, Charleston Laboratories from January 2017 to July 2018, Ameritox and Mallinckrodt Pharmaceuticals. Prior to these roles, Dr. Smith served in scientific, medical and clinical leadership roles at Abbott Laboratories, Teva Pharmaceuticals and Kendle International. He is a member of several medical and scientific societies, including the American Medical Association and the American Academy of Family Physicians. ● Dr. Smith earned his M.D. from the Indiana University School of Medicine and a B.S. from Purdue University.
Executive Vice President and Chief Medical Officer

Age: 64

Joined Collegium: 2022

DAVID DIETER	● Mr. Dieter has served as our Executive Vice President and General Counsel since March 2025. ● Mr. Dieter previously served as an independent legal advisor from October 2024 until February 2025 within the biopharma industry. Prior to this, Mr. Dieter served as Vice President, Legal at Horizon Therapeutics USA, Inc. (“Horizon USA”) (which was acquired by Amgen in October 2023) where he managed internal and external legal counsel and served as an advisor to leadership across business functions on corporate and commercial matters, as well as international expansion, from October 2021 until February 2024, after which time he was not employed until October 2024. Mr. Dieter was previously Associate General Counsel at Horizon USA, where he also assisted with Horizon USA’s business development transactions, from January 2017 until October 2021. Before Horizon USA, David held several leadership roles at Takeda, including Vice President, Government Affairs and Associate General Counsel for Commercial Law. Earlier in his career, Mr. Dieter was a Partner at Freeborn & Peters, a mid-sized, full-service law firm which has since merged with Smith Gambrell Russell, and an Associate at Perkins Coie, a global law firm. ● Mr. Dieter received a B.A. in Economics from the University of Tennessee, Knoxville and a J.D. from the University of Illinois College of Law, Champaign.
Executive Vice President, General Counsel and Corporate Secretary

Age: 61

Joined Collegium: 2025


Base Salary	Annual Cash Incentives	Long-Term Equity Incentives
• Provides fixed level of compensation for performing essential daily elements of role • Reviewed annually and adjusted, as appropriate, to reflect skills and experience, level of responsibility, scope of complexity of role, and competitive market dynamics	• Designed to reward performance against corporate objectives that are aligned with creation of shareholder value through operational execution within the fiscal year • Sized as a percentage of base salary • Earned and paid annually in cash	• Motivates executive officers to achieve our corporate objectives by linking compensation to creation of long-term shareholder value • Comprised of restricted stock units and performance share units • Restricted stock units generally vest in installments over 3 to 4 years and performance share units vest, if earned, annually and over the 1-year or 3-year performance period


ACADIA Pharmaceuticals, Inc.	Catalyst Pharmaceuticals, Inc.	Intercept Pharmaceuticals, Inc.
Amarin Corporation PLC	Corcept Therapeutics, Inc.	Ironwood Pharmaceuticals, Inc.
Amphastar Pharmaceuticals, Inc.	Eagle Pharmaceuticals, Inc.	Pacira BioSciences, Inc.
ANI Pharmaceuticals, Inc.	Dynavax Technologies Corporation	Supernus Pharmaceuticals, Inc.
Anika Therapeutics, Inc.	Harmony Biosciences Holdings, Inc.	Travere Therapeutics, Inc.
BioCryst Pharmaceuticals, Inc.	Innoviva, Inc.	Vanda Pharmaceuticals Inc.


Named Executive Officer	2024 Full-Year Base Salary ($)	Increase over 2023 Full-Year Base Salary (%)
Vikram Karnani	875,000	N/A
Michael Heffernan, R.Ph.	291,666	N/A
Joseph Ciaffoni	875,000	6.1%
Colleen Tupper	518,000	5.9%
Shirley Kuhlmann	529,000	6.9%
Scott Dreyer	493,000	6.0%
Thomas Smith, M.D.	476,000	5.1%


Named Executive Officer	2023 Annual Cash Incentive Target (% of Base Salary)	2024 Annual Cash Incentive Target (% of Base Salary)
Vikram Karnani	N/A	75%
Michael Heffernan, R.Ph.	N/A	N/A
Joseph Ciaffoni	75%	75%
Colleen Tupper	50%	50%
Shirley Kuhlmann	50%	50%
Scott Dreyer	50%	50%
Thomas Smith, M.D.	50%	50%

	Corporate Category	2024 Goal	2024 Performance	Relative Weighting	2024 Achievement Rating
FINANCIAL GOALS	Total Net Revenue	Net Revenue of $622.4M	Net Revenue of $631.4M	30.0%	34.5%
FINANCIAL GOALS		Non-GAAP Adjusted EBITDA⁽¹⁾	Non-GAAP Adjusted EBITDA of $354.8M	Non-GAAP Adjusted EBITDA of $401.2M	40.0%	43.5%
OPERATIONAL GOALS	Business Development	Complete 1 or more transactions expected to generate revenue of ≥$150M	Closed Ironshore acquisition	20.0%	30.0%
		Loss of Exclusivity & Label Enhancements	Achievement of 6-month pediatric extension for Nucynta franchise	Achieved 6-month pediatric extension for Nucynta franchise	15.0%	15.0%
		COP Optimization	Completion of end-to-end Belbuca value chain (ARx) by 12/31/24	PAS approved on 9/10/24	10.0%	15.0%
		Environmental Stewardship	Complete GHG Baseline Assessment and perform first Emissions Calculation	Completed GHG Baseline Assessment	5.0%	7.5%
	Total:				145.4%