Collegium Pharmaceutical, Inc. Files Definitive Proxy Statement

Ticker: COLL · Form: DEF 14A · Filed: Apr 5, 2024 · CIK: 1267565

Collegium Pharmaceutical, Inc DEF 14A Filing Summary
FieldDetail
CompanyCollegium Pharmaceutical, Inc (COLL)
Form TypeDEF 14A
Filed DateApr 5, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$566.8M, $310.5M, $75.0M, $162.5 million, $75.0 million
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, Equity Awards, Collegium Pharmaceutical

TL;DR

<b>Collegium Pharmaceutical, Inc. has filed its Definitive Proxy Statement detailing executive compensation and equity awards for recent fiscal years.</b>

AI Summary

COLLEGIUM PHARMACEUTICAL, INC (COLL) filed a Proxy Statement (DEF 14A) with the SEC on April 5, 2024. Collegium Pharmaceutical, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 5, 2024. The filing covers the period ending May 16, 2024. The company's fiscal year ends on December 31. The filing includes details on equity awards and their adjustments for PEO and Non-PEO members for the years 2021, 2022, and 2023. Specific data points relate to the fair value of awards granted, changes in fair value, and awards that failed to meet performance conditions.

Why It Matters

For investors and stakeholders tracking COLLEGIUM PHARMACEUTICAL, INC, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, including stock options and other equity awards, which is vital for informed voting decisions at the upcoming shareholder meeting. The detailed breakdown of equity awards, including adjustments and performance conditions, offers insight into the company's incentive structures and how executive pay is tied to performance, potentially impacting investor confidence and future stock performance.

Risk Assessment

Risk Level: low — COLLEGIUM PHARMACEUTICAL, INC shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material financial information or significant strategic shifts.

Analyst Insight

Review the executive compensation details and equity award structures to understand potential impacts on shareholder value and executive incentives.

Key Numbers

  • 2024-05-16 — Period of Report End Date (Conformed Period of Report)
  • 2024-04-05 — Filing Date (Filed as of Date)
  • 1231 — Fiscal Year End (Fiscal Year End)
  • 2023-12-31 — Most Recent Fiscal Year End (Reporting period for equity awards)
  • 2022-12-31 — Prior Fiscal Year End (Reporting period for equity awards)
  • 2021-12-31 — Prior Fiscal Year End (Reporting period for equity awards)

Key Players & Entities

  • COLLEGIUM PHARMACEUTICAL, INC (company) — Filer name
  • 0001267565 (company) — Central Index Key
  • 2834 (industry) — Standard Industrial Classification (Pharmaceutical Preparations)
  • VA (location) — State of Incorporation
  • MA (location) — Business Address State
  • 02072 (location) — Business Address ZIP
  • 781-713-3699 (phone) — Business Phone

FAQ

When did COLLEGIUM PHARMACEUTICAL, INC file this DEF 14A?

COLLEGIUM PHARMACEUTICAL, INC filed this Proxy Statement (DEF 14A) with the SEC on April 5, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by COLLEGIUM PHARMACEUTICAL, INC (COLL).

Where can I read the original DEF 14A filing from COLLEGIUM PHARMACEUTICAL, INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by COLLEGIUM PHARMACEUTICAL, INC.

What are the key takeaways from COLLEGIUM PHARMACEUTICAL, INC's DEF 14A?

COLLEGIUM PHARMACEUTICAL, INC filed this DEF 14A on April 5, 2024. Key takeaways: Collegium Pharmaceutical, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 5, 2024.. The filing covers the period ending May 16, 2024.. The company's fiscal year ends on December 31..

Is COLLEGIUM PHARMACEUTICAL, INC a risky investment based on this filing?

Based on this DEF 14A, COLLEGIUM PHARMACEUTICAL, INC presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material financial information or significant strategic shifts.

What should investors do after reading COLLEGIUM PHARMACEUTICAL, INC's DEF 14A?

Review the executive compensation details and equity award structures to understand potential impacts on shareholder value and executive incentives. The overall sentiment from this filing is neutral.

How does COLLEGIUM PHARMACEUTICAL, INC compare to its industry peers?

Collegium Pharmaceutical operates in the pharmaceutical preparations industry, focusing on the development and commercialization of branded products.

Are there regulatory concerns for COLLEGIUM PHARMACEUTICAL, INC?

As a publicly traded company, Collegium Pharmaceutical is subject to SEC regulations, including the requirement to file Definitive Proxy Statements (DEF 14A) for shareholder meetings.

Industry Context

Collegium Pharmaceutical operates in the pharmaceutical preparations industry, focusing on the development and commercialization of branded products.

Regulatory Implications

As a publicly traded company, Collegium Pharmaceutical is subject to SEC regulations, including the requirement to file Definitive Proxy Statements (DEF 14A) for shareholder meetings.

What Investors Should Do

  1. Analyze the compensation packages for named executive officers.
  2. Evaluate the performance metrics tied to equity awards.
  3. Review any shareholder proposals or director nominations presented in the filing.

Key Dates

  • 2024-04-05: Filing Date — Definitive Proxy Statement filed
  • 2024-05-16: Reporting Period End — The period covered by the proxy statement
  • 2023-12-31: Fiscal Year End — Last full fiscal year for which compensation data is detailed

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure. No prior filing details are provided in the extract for comparison.

Filing Stats: 4,452 words · 18 min read · ~15 pages · Grade level 13.5 · Accepted 2024-04-05 16:01:33

Key Financial Figures

  • $566.8M — Table of Contents 2023 AT A GLANCE $566.8M $310.5M $75.0M Record Revenue C
  • $310.5M — Contents 2023 AT A GLANCE $566.8M $310.5M $75.0M Record Revenue Cash & Mark
  • $75.0M — 2023 AT A GLANCE $566.8M $310.5M $75.0M Record Revenue Cash & Marketable Se
  • $162.5 million — 27 for Nucynta. In 2023, we paid down $162.5 million in debt and successfully refinanced our
  • $75.0 million — r convertible debt while also returning $75.0 million in capital to shareholders through shar
  • $25.0 million — rs through share repurchases, including $25.0 million repurchased at an average price per sha
  • $27.09 — chased at an average price per share of $27.09 in the fourth quarter. To date, we retu
  • $137.0 million — he fourth quarter. To date, we returned $137.0 million in capital to shareholders at an averag
  • $21.65 — olders at an average price per share of $21.65. In 2024, we are committed to rapidly p
  • $150.0 million — paying down debt and utilizing our new $150.0 million share repurchase program to continue to
  • $566.8 m — erformance Product revenues, net were $566.8 million, up 22% from 2022. Returned Belb
  • $310.0 million — January 2023. Ended the year with over $310.0 million in cash and marketable securities. Co

Filing Documents

Forward-Looking Statements

Forward-Looking Statements This proxy statement contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. We may, in some cases, use terms such as "predicts," "forecasts," "believes," "potential," "proposed," "continue," "estimates," "anticipates," "expects," "plans," "intends," "may," "could," "might," "should" or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Examples of forward-looking statements contained in this proxy statement include, among others, statements relating to our business plans, objectives and expected operating results. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results, performance, or achievements to differ materially from the company's current expectations, including risks described under the heading "Risk Factors" in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other filings with the SEC. Any forward-looking statements that we make in this proxy statement speak only as of the date hereof. We assume no obligation to update our forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release. Table of Contents Table of contents 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

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 85 ADDITIONAL INFORMATION 88 - i - Table of Contents 2024 PROXY STATEMENT SUMMARY This proxy statement is furnished to shareholders of Collegium Pharmaceutical, Inc. in connection with the solicitation of proxies by our board of directors (the "board"). In this proxy statement, unless expressly stated otherwise or the context otherwise requires, the use of"Collegium," the "Company," "our," "we" or "us" refers to Collegium Pharmaceutical, Inc. and its subsidiaries. The Notice will first be mailed to shareholders on or about April 5, 2024. This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider. You should read the entire proxy statement carefully before voting. 2024 Annual Meeting 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 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 1 Table of Contents About Collegium Record Date Shares Outstanding 32,705,747 shares Exchange Nasdaq Global Select Market Stock Symbol COLL Transfer Agent Compu

Business

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

Executive Compensation Highlights

Executive Compensation Highlights We have designed our executive compensation program to motivate our management team to create long-term value for our shareholders through the achievement of strategic business objectives, while effectively managing the risks and challenges inherent to a growing specialty pharmaceutical company. Specifically, our executive compensation program is designed to promote the achievement of key strategic objectives by linking executives' short- and long-term cash and equity incentives to the achievement of measurable performance goals. Compensation Policies and Practices 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 7 Table of Contents Say-on-Pay Advisory Vote The compensation committee believes that our recent say-on-pay votes affirm our shareholders' support of our approach to executive compensation. In 2023, the annual say-on-pay vote reflected overwhelming support of our executive compensation program, with approximately 99% of votes cast supporting such program. We look forward to continuing to receive feedback from our shareholders through the annual say-on-pay advisory vote and to incorporating the feedback we receive as we evolve our executive compensation program. 2023 Compensation Highlights In recent years we have continued to work to

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