Collegium Pharmaceutical, Inc DEF 14A, filed Apr 7, 2026

Collegium Pharmaceutical, Inc (COLL)

DEF 14A 2026-04-07 For: 2026-05-14

View Original

Added on June 12, 2026

About this DEF 14A

Collegium Pharmaceutical, Inc filed this DEF 14A on April 7, 2026.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


			o			Preliminary Proxy Statement
			o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
			x			Definitive Proxy Statement
			o			Definitive Additional Materials
			o			Soliciting Material under §240.14a-12



$780.6M	$386.7M	$25M
Record Revenue	Cash & Marketable Securities Balance as of Year-End 2025	Returned to Shareholders Under Share Repurchase Program


Item of Business		Board Recommendation
	1To elect eight director nominees, each to serve for a one-year term extending until our 2027 Annual Meeting of Shareholders and their successors are duly elected and qualified		FOR each nominee


	2To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement		FOR


	3To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026		FOR


	4To transact any other business properly brought before the Annual Meeting


			By Order of the Board of Directors,


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


			Page

202 6 PROXY STATEMENT SUMMARY			1

ABOUT COLLEGIUM			2

GENERAL INFORMATION ABOUT THE MEETING			9

PROPOSAL 1: ELECTION OF DIRECTORS			13

OUR ENVIRONMENTAL, SOCIAL AND GOVERNANCE INITIATIVES			29

EXECUTIVE OFFICERS			34

PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			35

COMPENSATION DISCUSSION AND ANALYSIS			36

COMPENSATION COMMITTEE REPORT			51

EXECUTIVE COMPENSATION TABLES			52

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			66

PROPOSAL 3: RATIFICA TION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			68

AUDIT COMMITTEE REPORT			70

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			70

ADDITIONAL INFORMATION			73


COLLEGIUM PHARMACEUTICAL, INC.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


			x			No fee required.
			o			Fee paid previously with preliminary materials.


o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11


Notice of 2026 Annual Meeting of Shareholders of Collegium Pharmaceutical, Inc.



IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 14, 2026


This proxy statement and the proxy card are being mailed to shareholders on or about April 13, 2026. This proxy statement and our annual report to shareholders are available at: www.envisionreports.com/COLL



Item of Business		Board Recommendation		See Page
1	To elect eight director nominees, each to serve for a one-year term extending until our 2027 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	35


3	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.		FOR	68


4	To transact any other business properly brought before the Annual Meeting		FOR	68


Corporate Governance Best Practices
✓	7 of our 8 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 2025 meetings
✓	Ongoing Board refreshment and balance of new and experienced directors	✓	Robust risk oversight, including separate compliance committee
✓	No over-boarding	✓	Code of Business Conduct and Ethics
✓	Commitment to ESG	✓	Active shareholder engagement


					Collegium Board Committees
	Age	Director Since	Independent(1)	Total Current Public Company Boards	Audit	Nominating and Corporate Governance	Compensation	Compliance	Transaction

Vikram Karnani	51	2024		2


Rita Balice-Gordon, Ph.D.	65	2020		2


Garen Bohlin	78	2015		2


John Fallon, M.D.(2)	78	2016		1


John Freund, M.D.	72	2014		2


Nancy Lurker	68	2025		3


Carlos Paya, M.D., Ph.D.	67	2025		2


Gino Santini	69	2012		2

Meetings in 2025		Board: 11			7	2	8	3	10


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



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


100 Technology Center Drive, Suite 300
Stoughton, MA 02072


1. CORPORATE GOVERNANCE AND BOARD MATTERS PROPOSAL




VIKRAM KARNANI


Age: 51 Director Since: 2024	Committee Memberships: None	Other Public Directorships: Dyne Therapeutics, Inc.

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 currently serves on the board of directors of Dyne Therapeutics, Inc. (NASDAQ: DYN) (December 2025 to present). 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.



RITA BALICE-GORDON, PH.D.


Age: 65 Director Since: 2020	Committee Memberships: Nominating and Corporate Governance, Transaction	Other Public Directorships: H. Lundbeck A/S

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 currently serves on the board of directors of H. Lundbeck A/S (Nasdaq Copenhagen: LUN) (March 2026 to present) and Capsida Biotherapeutics Inc., a privately held company (May 2021 to present). 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.




GAREN BOHLIN


Age: 78 Director Since: 2015	Committee Memberships: Audit (Chair), Compliance	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.




MICHAEL DONOVAN


Age: 60						Other Public Directorships: None

Mr. Donovan has served as an audit Partner at Ernst & Young LLP (“EY”) since 2002. He has held several leadership roles at EY including Office Managing Partner of EY’s biotechnology office in Kendall Square from 2014 to 2024 and East Region Biotechnology Leader. Mr. Donovan brings to our Board financial expertise obtained from his extensive business, accounting and financial background from over 36 years of experience serving public and private companies in the life sciences industry. During his tenure at EY, he has worked on hundreds of private and public company audits, private and public financings including IPOs, M&A transactions, corporate license and collaboration agreements, spin-outs and product launches. Mr. Donovan received a B.S. in Business Administration from Merrimack College and is a Certified Public Accountant (active).

Skills & Qualifications: We believe that Mr. Donovan’s perspective and experience as audit Partner and in other leadership roles at EY in the biotechnology industry provide him with the qualifications and skills to serve as a director.




JOHN FREUND, M.D.


Age: 72 Director Since: 2014	Committee Memberships: Compensation (Chair), Audit	Other Public Directorships: 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 SI-Bone, Inc. (NASDAQ: SIBN) (2013 to present). Dr. Freund also serves on the board of directors of a number of 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.




NANCY LURKER


Age: 68 Director Since: 2025	Committee Memberships: Compliance (Chair), Compensation	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.




CARLOS PAYA, M.D., Ph. D.


Age: 67 Director Since: 2025	Committee Memberships: Transaction (Chair), Nominating & Corporate Governance	Other Public Directorships: Vaxcyte, Inc.

Dr. Paya has served as a member of our board since May 2025. 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.




GINO SANTINI


Age: 69 Director Since: 2012	Committee Memberships: Compensation, Transaction	Other Public Directorships: Compass Pathways PLC

Mr. Santini has served as a member of our Board since July 2012, as lead independent director of our Board from May 2015 until May 2025, and as the chair of our Board since May 2025. 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 Pathways PLC (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.


GENERAL CRITERIA

•Understanding of our business and relevant industries in general •Ability to regularly attend meetings of our Board and of any committees on which the director serves •Ability to review in a timely fashion and understand materials circulated to our Board regarding us or our industry •Ability to participate in meetings and decision-making processes in an objective and constructive manner •Ability to be reasonably available, upon request, to advise our officers and management


THE AUDIT COMMITTEE
Chair: Garen Bohlin Additional Committee Members: •John Freund, M.D. •John Fallon, M.D.			Responsible for, among other things: •hiring our independent registered public accounting firm and pre-approving the audit, audit related and permitted non-audit and tax services to be performed by our independent registered public accounting firm; •reviewing and approving the planned scope of the annual audit and the results of the annual audit; •reviewing the significant accounting and reporting principles to understand their impact on our financial statements; •reviewing quarterly with management its assessment of the effectiveness and adequacy of our internal control structure and procedures for financial reporting and reviewing annually with our independent registered public accounting firm the attestation to and report on the assessment made by management; •reviewing with management and our independent registered public accounting firm, as appropriate, our financial reports, earnings announcements and financial information and earnings guidance provided to analysts and other third parties; •reviewing with our General Counsel or outside counsel any legal matters that may have a material impact on our financial statements, accounting policies and compliance policies and programs, including corporate securities trading policies; •reviewing and assessing significant existing and emerging cybersecurity risks and material cybersecurity incidents, the impact on the Company and its shareholders of any significant cybersecurity incident and any disclosure obligations arising from any such incidents; •establishing procedures for the treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and confidential submissions by our employees of concerns regarding questionable accounting or auditing matters; •meeting independently with management and our independent registered public accounting firm; and •reviewing, approving, ratifying or prohibiting material related party transactions.

•All members are deemed “independent” and financially literate under the applicable rules and regulations of the SEC and Nasdaq. •Garen Bohlin qualifies as an “audit committee financial expert” within the meaning of SEC regulations. •Refer to the section entitled “Audit Committee Report.”


THE NOMINATING & CORPORATE GOVERNANCE COMMITTEE
Chair: John Fallon, M.D. Additional Committee Members: •Rita Balice-Gordon, Ph.D. •Carlos Paya, M.D., Ph.D.			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: Nancy Lurker Additional Committee Members: •John Fallon, M.D. •Garen Bohlin			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.


THE COMPENSATION COMMITTEE
Chair: John Freund, M.D. Additional Committee Members: •Nancy Lurker •Gino Santini			Responsible for, among other things: •reviewing and approving the compensation of our executive officers and recommending that our Board approve the compensation of our CEO; •reviewing and recommending to our Board the compensation of our directors; •administering our equity incentive plans and overseeing regulatory compliance related to such plans; •reviewing and approving, or making recommendations to our Board with respect to, incentive compensation and equity plans; •reviewing our overall compensation strategy for our employees; •overseeing and periodically reviewing the operation of all of our employee benefit plans; •reviewing and administrating our Clawback Policy; •reviewing and discussing with management our Compensation Discussion and Analysis and recommending to our full Board its inclusion in our periodic reports and proxy statement to be filed with the SEC; and •monitoring the compliance of our directors and executive officers with our stock ownership guidelines.

•All members are “non-employee directors” as defined by SEC rules •All members are deemed “independent” under the applicable rules and regulations of the SEC and Nasdaq. •Refer to the section entitled “Compensation Committee Report.”


THE TRANSACTION COMMITTEE
Chair: Carlos Paya, M.D., Ph.D. Additional Committee Members: •Rita Balice-Gordon, Ph.D. •Gino Santini			Responsible for, among other things: •reviewing and providing guidance to management and our Board with respect to our strategy for mergers, acquisitions, licensing transactions, divestitures, strategic arrangements, share repurchases and other transactions outside the ordinary course of our business; •reviewing and discussing proposed transactions with management and making recommendations to our Board regarding such transactions, transaction strategies and related matters; •overseeing and providing guidance to management with respect to transactions that align with our overall business objectives; and •assisting and advising in the negotiation of, the terms and conditions of proposed transactions, including approving any non-binding term sheet in connection with a proposed transaction.

•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	287,268	342,268
Garen Bohlin	79,371	287,268	366,639
John Fallon, M.D.	79,000	287,268	366,268
John Freund, M.D.	80,000	287,268	367,268
Michael Heffernan, R.Ph. (2)	41,099	147,106	188,205
Nancy Lurker (3)	62,893	680,883	743,776
Gwen Melincoff (4)	20,549	—	20,549
Carlos Paya, M.D., Ph.D. (5)	34,601	574,536	609,137
Gino Santini	113,695	287,268	400,963


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

Age: 51

Joined Collegium: 2024
COLLEEN TUPPER Executive Vice President and Chief Financial Officer			•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.


Age: 50


Joined Collegium: 2021


SCOTT DREYER Executive Vice President and Chief Commercial Officer			•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.


Age: 54


Joined Collegium: 2018
THOMAS SMITH, M.D. Executive Vice President and Chief Medical Officer			•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.

Age: 65

Joined Collegium: 2022


DAVID DIETER Executive Vice President, General Counsel and Corporate Secretary			•Mr. Dieter has served as our Executive Vice President, General Counsel and Corporate Secretary 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.



Age: 62



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 performance, 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 •Set 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 and 3-year performance period


ACADIA Pharmaceuticals, Inc.	Corcept Therapeutics, Inc.	Novavax, Inc.
Amicus Therapeutics, Inc.	Dynavax Technologies Corporation	Pacira BioSciences, Inc.
Amphastar Pharmaceuticals, Inc.	Halozyme Therapeutics, Inc.	PTC Therapeutics, Inc.
ANI Pharmaceuticals, Inc.	Harmony Biosciences Holdings, Inc.	Supernus Pharmaceuticals, Inc.
BioCryst Pharmaceuticals, Inc.	Innoviva, Inc.	Ultragenyx Pharmaceutical Inc.
Catalyst Pharmaceuticals, Inc.	Ironwood Pharmaceuticals, Inc.	Veracyte, Inc.


Named Executive Officer	2025 Year Base Salary ($)	Increase over 2024-Year Base Salary (%)
Vikram Karnani	875,000	0%(1)
Colleen Tupper	564,700	9.0%
David Dieter	500,000	N/A(2)
Scott Dreyer	527,200	6.9	%
Thomas Smith, M.D.	495,200	4.0	%
Shirley Kuhlmann(3)	566,300	7.1	%


Named Executive Officer	2024 Annual Cash Incentive Target (% of Base Salary)		2025 Annual Cash Incentive Target (% of Base Salary)
Vikram Karnani	75%		75	%
Colleen Tupper	50%		50	%
David Dieter	N/A(1)		50	%
Scott Dreyer	50	%	50	%
Thomas Smith, M.D.	50	%	50	%
Shirley Kuhlmann(2)	50	%	50	%