Collegium Pharmaceutical, Inc DEF 14A, filed Apr 5, 2024

Collegium Pharmaceutical, Inc (COLL)

DEF 14A 2024-04-05 For: 2024-05-16

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Added on June 12, 2026

About this DEF 14A

Collegium Pharmaceutical, Inc filed this DEF 14A on April 5, 2024.

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	When			Record Date
	Thursday, May 16, 2024 8:30 a.m. Eastern Time			Only shareholders of record at the close of business on March 27, 2024 are entitled to notice of, and to vote at, the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) or any adjournment thereof.
	Where
	www.meetnow.global/MWVTLQP


Item of Business		Board Recommendation
1	To elect nine 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
2	To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement		FOR
3	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024		FOR
4	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/COPI	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/COPI	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 15, 2024, 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/ SHIRLEY KUHLMANN
	Shirley Kuhlmann
	Executive Vice President, Chief Administrative Officer, General Counsel & Secretary



	Page

2023 PROXY STATEMENT SUMMARY	1

ABOUT COLLEGIUM	2

GENERAL INFORMATION ABOUT THE MEETING	9

PROPOSAL 1: ELECTION OF DIRECTORS	14

OUR ENVIRONMENTAL, SOCIAL AND GOVERNANCE INITIATIVES	36

EXECUTIVE OFFICERS	41

PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	43

COMPENSATION DISCUSSION AND ANALYSIS	44

COMPENSATION COMMITTEE REPORT	60

EXECUTIVE COMPENSATION TABLES	61

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	79

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	82

AUDIT COMMITTEE REPORT	84

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	85

ADDITIONAL INFORMATION	88


Item of Business		Board Recommendation		See Page
1	To elect nine 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	14
2	To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement		FOR	43
3	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024		FOR	82
4	To transact any other business properly brought before the Annual Meeting


Record Date Shares Outstanding	32,705,747 shares	Exchange	Nasdaq Global Select Market
Stock Symbol	COLL	Transfer Agent	Computershare Trust Company, N.A.


Corporate Governance Best Practices
✓ 8 of our 9 directors are independent, including all committee members	✓ Annual director self-evaluation and committee assessment to ensure Board effectiveness
✓ 2 of our 9 directors are women	✓ All directors attended at least 75% of 2023 meetings
✓ 1 of our 9 directors is ethnically/racially diverse	✓ Regular executive sessions of independent directors
✓ Lead Independent Director	✓ Robust risk oversight, including separate compliance committee
✓ 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.	59	2003		4
Joseph Ciaffoni	53	2018		1
Rita Balice-Gordon, Ph.D.	63	2020		1
Garen Bohlin	76	2015		2
John Fallon, M.D.	76	2016		1
John Freund, M.D.	70	2014		3
Neil McFarlane	51	2022		2
Gwen Melincoff	72	2017		4
Gino Santini	67	2012		1
Meetings in 2023		Board: 5			8	1	3	4


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


33%	11%	22%
Overall Diversity	Racial/Ethnic Diversity	Gender Diversity




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.
Joseph Ciaffoni
Rita Balice-Gordon, Ph.D.
Garen Bohlin
John Fallon, M.D.
John Freund, M.D.
Neil McFarlane
Gwen Melincoff
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 ✓ Pay-for-performance philosophy ✓ Executive and non-employee director stock ownership guidelines ✓ Clawback policy	× 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/COPI	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/COPI	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 15, 2024, 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 nine 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	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 ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024	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


• Michael Heffernan, R.Ph.	• John Freund, M.D.
• Joseph Ciaffoni	• Neil McFarlane
• Rita Balice-Gordon, Ph.D.	• Gwen Melincoff
• Garen Bohlin	• Gino Santini
• John Fallon, M.D.


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

: 2018
JOSEPH CIAFFONI
Age: 53 Director Since: 2018	Committee Memberships: None	Other Public Directorships: None
Mr. Ciaffoni has served as our President and Chief Executive Officer, and a director, since July 2018. Mr. Ciaffoni joined us in May 2017 as Executive Vice President and Chief Operating Officer. Prior to joining us, he served as President, U.S. Branded Pharmaceuticals of Endo International plc. Before that, Mr. Ciaffoni held various positions of increasing responsibility at Biogen, including Senior Vice President, Global Specialty Medicines Group, Senior Vice President, U.S. Commercial and Vice President, U.S. Neurology Field Operations and Marketing. Prior to joining Biogen, he was Executive Vice President and Chief Operating Officer of Shionogi Inc. and President of Shionogi Pharmaceuticals. Mr. Ciaffoni also previously served as Vice President, Sales for Schering-Plough (now Merck) held several commercial leadership roles at Sanofi-Synthelabo (now Sanofi) and Novartis. Mr. Ciaffoni received a B.A. in Communications and an M.B.A. from Rutgers.
Skills & Qualifications: We believe that Mr. Ciaffoni’s perspective and experience as a senior executive in the pharmaceutical industry, as well as the depth of his operations and board experience, provide him with the qualifications and skills to serve as a director.

: 2020
RITA BALICE-GORDON, PH.D.
Age: 63 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”), an early-stage 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: 76 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: 76 Director Since: 2016	Committee Memberships: 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. 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 Insulet Corporation (NASDAQ: PODD) (2012 to 2021), a medical devices company; AMAG Pharmaceuticals, Inc. (NASDAQ: AMAG) (2014 to 2020), a specialty pharmaceutical company; 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: 70 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 has served as Managing Director at Skyline since its founding. 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
NEIL MCFARLANE
Age: 51 Director Since: 2022	Committee Memberships: Audit	Other Public Directorships: Zevra Therapeutics, Inc.
Mr. McFarlane has served as a member of our Board since April 2022. Since September 2023, Mr. McFarlane has served as President and Chief Executive Officer of Zevra Therapeutics, Inc. (NASDAQ: ZRVA), a clinical stage rare disease therapeutics company, where he also sits on the board of directors. Previously, Mr. McFarlane provided consulting services for biotechnology, pharmaceutical, and financial services companies between November 2021 and September 2023. Mr. McFarlane served as the Chief Executive Officer and a member of the board of directors of Adamas Pharmaceuticals, Inc. from September 2019 until its acquisition by Supernus Pharmaceuticals, Inc in November 2021. From May 2019 to September 2019, Mr. McFarlane provided consulting services for biotechnology, pharmaceutical, and financial services companies. From August 2016 to May 2019, Mr. McFarlane served as the Chief Operating Officer of Retrophin, Inc., now known as Travere Therapeutics, Inc., where he was responsible for overseeing the operations of Retrophin. From 2011 to 2016 Mr. McFarlane served as Vice President of UCB, Inc. (“UCB”). He served as Vice President and General Manager of UCB’s U.S. Immunology Business Unit and as Vice President for the Global Bone Business Unit in collaboration with Amgen Inc. Prior to his positions at UCB, Mr. McFarlane held positions of increasing responsibility with Genzyme Corporation (“Genzyme”) and Sangstat Medical Corporation prior to its acquisition by Genzyme. Mr. McFarlane served as an officer and enlisted soldier in the United States Army Reserves and received his B.S. and M.S. in Nursing from the University of Florida.
Skills & Qualifications: We believe that Mr. McFarlane’s over 20 years of global biopharmaceutical experience and his service on the board of directors of public and privately held companies in our industry provide him with the qualifications and skills to serve as a director.

: 2017
GWEN MELINCOFF
Age: 72 Director Since: 2017	Committee Memberships: Nominating and Corporate Governance	Other Public Directorships: Gain Therapeutics Protalix Biotherapeutics, Inc. Soleno Therapeutics
Ms. Melincoff has served as a member of our Board since August 2017. Ms. Melincoff has over 25 years of leadership experience in the biotechnology and pharmaceutical industries. Ms. Melincoff is currently managing director at Gemini Advisors LLC, a biopharmaceutical consultancy (since 2013) and an advisor to Verge Genomics, a startup drug discovery company (since 2016). From August 2014 to September 2016, she served as Vice President of Business Development at BTG International Inc., a specialist medical products company; she also served as an advisor to Phase 1 Ventures, a startup accelerator from 2015 through 2018. From September 2004 to December 2013, Ms. Melincoff was Senior Vice President of Business Development at Shire Plc (acquired by Takeda). In addition, from 2010 to 2013, she led the Shire Strategic Investment Group, the venture capital arm of Shire Plc. Prior to joining Shire Plc, Ms. Melincoff held managerial and business development positions at various pharmaceutical companies, including Adolor Corporation, Sterling Drug and NanoSystems (a subsidiary of Eastman Kodak). Ms. Melincoff currently serves on the board of Gain Therapeutics (NASDAQ: GANX), Protalix BioTherapeutics, Inc. (NYSE: PLX) and Soleno Therapeutics (NASDAQ: SLNO). Previously, she served as a board member or observer on the boards of Tobira Therapeutics (acquired by Allergan), DBV Technologies, AM Pharma, ArmaGen Technologies, Promethera Biosciences, Naurex Inc. (acquired by Allergan), Kamada Ltd. (NASDAQ: KMDA), Photocure ASA and Enterome. Ms. Melincoff holds a B.S. in Biology from The George Washington University and an M.S. in Management and Health Care Administration from Pennsylvania State University. Ms. Melincoff has also attained the designation of Certified Licensing Professional (CLP™). Ms. Melincoff was named one of the “Top Women in Biotech 2013” by Fierce Biotech as well as being named to the Powerlist 100 of Corporate Venture Capital in 2012 and 2013.
Skills & Qualifications: We believe that Ms. Melincoff’s extensive experience in business development and general management in the life sciences industry and her valuable experience in corporate governance and acquisitions provide her with the qualifications and skills to serve as a director.

: 2012
GINO SANTINI
Age: 67 Director Since: 2012	Committee Memberships: Compliance (Chair); Compensation	Other Public Directorships: None
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 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	$225,000⁽²⁾	Chairman	$60,000
		Lead Independent Director	$25,000
		Committees
		Audit		$20,000	$10,000
		Compensation		$18,000	$9,000
		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	220,614	275,614
Garen Bohlin	79,000	220,614	299,614
John Fallon, M.D.	69,000	220,614	289,614
John Freund, M.D.	78,000	220,614	298,614
Michael Heffernan, R.Ph.	110,000	220,614	330,614
Neil McFarlane	60,000	220,614	280,614
Gwen Melincoff	55,000	220,614	275,614
Gino Santini	102,000	220,614	322,614


Board Diversity Matrix (As of April 5, 2024)
Total Number of Directors	9
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	6		1
Part II: Demographic Background
African American or Black		1
Alaskan Native or Native American
Asian
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White	2	5
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background				1


Ethnicity	#	%
Asian (Not Hispanic or Latino)	12	6.3%
Black or African American (Not Hispanic or Latino)	12	6.3%
Hispanic or Latino	4	2.1%
Prefer Not to Disclose	3	1.6%
Two or More Races (Not Hispanic or Latino)	3	1.6%
White (Not Hispanic or Latino)	156	82.1%
Gender	#	%
Female	95	50.0%
Male	95	50.0%

JOSEPH CIAFFONI	● See “Proposal 1: Election of Directors” above for information regarding Mr. Ciaffoni.
Executive Vice President and Chief Executive Officer

Age: 53

Joined Collegium: 2017
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: 48

Joined Collegium: 2021

SHIRLEY KUHLMANN	● Ms. Kuhlmann joined us in March 2018 as Executive Vice President, General Counsel and Secretary and has also served as Chief Administrative Officer since March 2022. ● Prior to joining us, Ms. Kuhlmann was an attorney in the Health Sciences Group of Pepper Hamilton LLP, a law firm headquartered in Philadelphia, PA. Ms. Kuhlmann began her career at Pepper Hamilton in 2007 as an Associate and was elected a Partner of the firm in 2016. While with Pepper Hamilton, she advised private and public companies on a range of commercial and transactional matters, including securities offerings, mergers and acquisitions and other financing transactions. ● Ms. Kuhlmann received a B.A. in Economics and Political Science from Columbia University and a J.D. from the Emory University School of Law.
Executive Vice President, Chief Administrative Officer, General Counsel & Secretary

Age: 40

Joined Collegium: 2018
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 a B.S. in Biology from Messiah College.
Executive Vice President and Chief Commercial Officer

Age: 52

Joined Collegium: 2018
THOMAS SMITH, M.D.	● Dr. Smith has served as our Chief Medical Officer since March 2022 following the acquisition of BioDelivery Sciences International, Inc. ● Dr. Smith has more than 25 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: 63

Joined Collegium: 2022


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 vest in installments over 4 years and performance share units vest, if earned, annually and over the 3-year performance period


ACADIA Pharmaceuticals, Inc.	Corcept Therapeutics, Inc.	Ironwood Pharmaceuticals, Inc.
Amarin Corporation PLC	Eagle Pharmaceuticals, Inc.	Pacira BioSciences, Inc.
Amphastar Pharmaceuticals, Inc.	Enanta Pharmaceuticals	Supernus Pharmaceuticals, Inc.
ANI Pharmaceuticals, Inc.	Harmony Biosciences Holdings, Inc.	Travere Therapeutics, Inc.
Anika Therapeutics, Inc.	Heron Therapeutics, Inc.	Vanda Pharmaceuticals Inc.
Cara Therapeutics, Inc.	Intercept Pharmaceuticals, Inc.


Named Executive Officer	2023 Full-Year Base Salary ($)	Increase over 2022 Full-Year Base Salary (%)
Joseph Ciaffoni	825,000	9.1%
Colleen Tupper	489,000	6.1%
Shirley Kuhlmann	495,000	8.1%
Scott Dreyer	465,000	5.0%
Thomas Smith, M.D.	453,000	3.9%