Sector: Health Care
COLLEGIUM PHARMACEUTICAL INC · Meeting: May 14, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Karnani joined in November 2024 (less than 24 months ago) and is exempt from the TSR trigger; he has relevant pharmaceutical executive experience and no overboarding, independence, or attendance concerns.
Balice-Gordon has served since 2020, holds 2 public board seats (no overboarding), attended at least 75% of meetings, and COLL's 3-year TSR of +42.2% outperforms the peer group median by +11.3pp, well below the 65pp threshold required to trigger an against vote.
Bohlin has served since 2015, holds 2 public board seats (no overboarding), serves as Audit Committee Chair and qualifies as an audit committee financial expert, attended at least 75% of meetings, and stock performance does not trigger the TSR threshold.
Donovan is a new nominee with no prior board tenure at Collegium, so he is exempt from the TSR trigger; he brings over 36 years of life sciences audit experience as an EY Partner and is a CPA, providing strong financial expertise to the Audit Committee.
Freund has served since 2014, holds 2 public board seats (no overboarding), chairs the Compensation Committee, attended at least 75% of meetings, and the TSR gap of +11.3pp above peer median is far short of the 65pp trigger threshold.
Lurker joined in February 2025 (less than 24 months ago) and is exempt from the TSR trigger; she holds 3 public board seats which is within the 4-seat overboarding limit, and she brings extensive pharmaceutical CEO and commercial experience.
Paya was elected at the May 2025 annual meeting (less than 24 months ago) and is exempt from the TSR trigger; he holds 2 public board seats and brings deep life sciences executive and venture experience relevant to Collegium's strategy.
Santini has served since 2012, holds 2 public board seats (no overboarding), serves as Board Chairman, attended at least 75% of meetings, and COLL's strong positive 3-year TSR outperforms the peer median by +11.3pp, far below the 65pp trigger threshold.
All eight director nominees receive a FOR vote. COLL's 3-year stock return of +42.2% outperforms its disclosed peer group median by +11.3 percentage points, well below the 65-point threshold required for a strong-positive TSR company to trigger an against vote. No directors are overboarded, all attended at least 75% of meetings, all committee members are properly independent, and no familial relationships with management exist. Three directors (Karnani, Lurker, Paya) joined within the past 24 months and are exempt from the TSR trigger regardless.
CEO
Vikram Karnani
Total Comp
$1,715,846
Prior Support
91%%
The CEO's total compensation of $1,715,846 in 2025 is notably modest for a pharmaceutical company CEO at a ~$1.1B market cap firm — this figure reflects the fact that Karnani received his large joining equity grant in late 2024 rather than in 2025, making his 2025 reported pay well within reasonable range. The company explicitly notes that in a normal year his variable compensation would represent approximately 91% of total pay, reflecting a strongly performance-oriented structure. Prior-year shareholder support was 91%, well above the 70% threshold that would require remediation. Pay-for-performance alignment is strong: COLL's TSR outperformed its peer group median over 3 years, annual cash incentive payouts were driven by genuine above-target operational and financial results (127.3% corporate score), and performance stock awards are tied to relative TSR against the S&P Pharmaceutical Select Industry Index with no payout if minimum performance is not met — a meaningful performance condition. The company maintains a clawback policy, stock ownership guidelines, and an anti-hedging policy, all consistent with sound governance.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,785,059
Non-Audit Fees
$43,290
Non-audit fees (audit-related fees of $39,500 plus other fees of $3,790 = $43,290) represent approximately 2.4% of audit fees ($1,785,059), well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a company of Collegium's size. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger does not fire per policy. No material financial restatements were identified.
Collegium Pharmaceutical's 2026 annual meeting presents a clean ballot with no significant governance concerns: all eight director nominees receive FOR votes supported by above-peer stock performance and strong board composition, the auditor ratification is straightforward with minimal non-audit fees and a Big 4 firm, and the say-on-pay vote earns support given a performance-linked pay structure, strong prior-year shareholder approval of 91%, and CEO compensation that is modest due to the timing of his 2024 joining grant. No stockholder proposals appear on the ballot.
18 companies disclosed in 2026 proxy filing
