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

DEF 14A of Collegium Pharmaceutical, Inc

Filed Apr 7, 2026 · FY20250001628280-26-024063

Open on EDGAR

  1. Board of Directors Overview

    Board of Directors Overview

  2. Board of Directors Overview

    | | | | | | | 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 |

  3. Board of Directors Overview

    (1)Independence under Nasdaq criteria. (2)Dr. Fallon will not stand for re-election at the Annual Meeting.

  4. Board of Directors Overview

    | | Committee Chair | | Committee Member | | Board Chairman | | Audit Committee Financial Expert |

  5. 2025 Compensation Highlights

    2025 Compensation Highlights •In recent years we have continued to work to align our executive compensation programs with shareholder interests as compensation earned under these programs is substantially linked to the achievement of our corporate performance goals. •Consistent with our pay-for-performance philosophy, in 2025 our executive compensation programs reflected a heavy emphasis on performance-based compensation, with the performance measures of our variable compensation components – our target annual cash incentive and long-term equity incentives – being primarily based on the achievement of our 2025 corporate performance goals and our relative total shareholder return. •Reflective of our continued commitment to ESG, our 2025 corporate scorecard included people and culture-focused objectives that centered on creating and maintaining a positive culture that supports retention. General Information about the Meeting

  6. Election of Directors

    Election of Directors

  7. Board Composition

    Board Composition Our Board is committed to thoughtful board refreshment and ongoing succession planning. Our Board currently consists of eight members. In April 2026, Dr. Fallon notified our Board that he will not stand for re-election at the Annual Meeting and will be retiring from the Board at that time. Dr. Fallon has served as a director of the Company since 2015. We thank Dr. Fallon his years of service to our Company, our board, and our shareholders. Our Board is nominating Michael Donovan to stand for election to our Board as an independent director at the Annual Meeting. Upon the recommendation of the nominating and corporate governance committee, each of the following directors has been nominated for election at our 2026 Annual Meeting of Shareholders, and each has agreed to stand for election:

  8. Board Composition

    | •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 |

  9. Board Composition

    If the director nominees are elected at the Annual Meeting, then each nominee will serve for a one-year term expiring at the 2027 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. Elected directors hold office until their death, resignation or removal or their successors are duly elected and qualified. In accordance with our articles of incorporation and bylaws, our directors may fill existing vacancies on our Board (including vacancies resulting from an increase in the number of directors) by appointment. Pursuant to the Virginia Stock Corporation Act, the term of office of a director elected by our Board to fill a vacancy expires at the next shareholders’ meeting at which directors are elected. Vote Required Our directors are elected by a majority of the votes cast. Pursuant to our bylaws, a majority of votes cast means that if the votes cast “FOR” such nominee’s election exceed the votes cast “AGAINST” such nominee’s election, such nominee is elected. Abstentions and broker non-votes will not be counted as votes cast either “FOR” or “AGAINST” a director’s election and will have no impact on the outcome of the election of directors.

  10. Board Composition

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

  11. Board Composition

    If a choice is specified on the proxy card by a shareholder, the shares will be voted as specified. If no contrary indication is made, proxies are to be voted “FOR” each of the nominees, or, if any such individual is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), proxies are to be voted “FOR” any nominee who is designated by our Board to fill the vacancy.

  12. Nominees for Election

    Nominees for Election The following table sets forth certain information, as of April 7, 2026, with respect to each of our director nominees.

  13. Nominees for Election

    | 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. | | |

  14. Nominees for Election

    | 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. | | |

  15. Nominees for Election

    | 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. | | |

  16. Nominees for Election

    | 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. | |

  17. Nominees for Election

    | 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. | | |

  18. Nominees for Election

    | 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. | | |

  19. Nominees for Election

    | 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. | | |

  20. Nominees for Election

    | 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. | | |

  21. Director Nomination Process

    Director Nomination Process

  22. Identification and Evaluation of Nominees for Directors

    Identification and Evaluation of Nominees for Directors Our nominating and corporate governance committee is of the view that the continuing service of qualified incumbents promotes stability and continuity in the board room, contributing to our Board’s ability to work as a collective body, while providing us the benefit of the familiarity and insight into our affairs that our directors have accumulated during their tenure. Accordingly, our nominating and corporate governance committee recommends to our Board the re-nomination of incumbent directors for election who continue to satisfy our nominating and corporate governance committee’s criteria for membership on our Board, whom our nominating and corporate governance committee believes continue to make important contributions to our Board and who consent to continue their service on our Board. Consistent with this policy, in considering candidates for election at our annual meeting of shareholders, the nominating and corporate governance committee will first determine the incumbent directors whose terms expire at the upcoming meeting and who consent to continue their service on our Board. If our nominating and corporate governance committee determines that an incumbent director consenting to re-nomination continues to be qualified and has satisfactorily performed his or her duties as director during the preceding term, and there exist no reasons, including considerations relating to the composition and functional needs of our Board as a whole, why in our nominating and corporate governance committee’s view the incumbent should not be re-nominated, the nominating and corporate governance committee will, absent special circumstances, propose the incumbent director for nomination by our Board for re-election at our annual meeting of shareholders. If any member of our Board does not wish to continue in service or if our Board decides not to re-nominate a member for re-election, the nominating and corporate governance committee will identify a new nominee that meets the nominating and corporate governance committee’s criteria for membership on our Board. The committee may, in its sole discretion, solicit recommendations for nominees from persons that the nominating and corporate governance committee believes are likely to be familiar with qualified candidates. These persons may include members of our Board, including members of the nominating and corporate governance committee, and our management team. The nominating and corporate governance committee may, in its sole discretion, determine to engage a professional search firm to assist in identifying qualified candidates. If a search firm is engaged, the nominating and corporate governance committee will set its fees and scope of engagement. The nominating and corporate governance committee may, in its sole discretion, solicit the views of the Chief Executive Officer, other members of our senior management and other members of our Board regarding the qualifications and suitability of candidates to be nominated as directors. The nominating and corporate governance committee may, in its sole discretion, designate one or more of its members (or the entire nominating and corporate governance committee) or other members of our Board to interview any proposed candidate. Based on all available information and relevant considerations, the nominating and corporate governance committee will select a candidate who, in the view of the committee, is most suited for membership on our Board. The nominating and corporate governance committee has utilized professional search firms to identify candidates to serve on our Board. In making its selection of director nominees, the nominating and corporate governance committee evaluates any candidates proposed by shareholders under criteria similar to the evaluation of other candidates and in accordance with our bylaws and as is otherwise required pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”). However, the nominating and corporate governance committee may consider, as one of the factors in its evaluation of shareholder-recommended nominees, the size and duration of the ownership by the recommending shareholder or shareholder group in our capital stock. The nominating and corporate governance committee may also consider the extent to which the recommending shareholder intends to continue holding its interest in the Company, including, in the case of nominees recommended for election at an annual meeting of shareholders, whether the recommending shareholder intends to continue holding its interest at least through the time of such annual meeting. Shareholders wishing to suggest a candidate for director must write to our Corporate Secretary in accordance with our procedures detailed in the section below entitled “Shareholder Communications with Our Board.” Shareholder nominations should be made according to the procedures detailed in the section below entitled “Shareholder Proposals and Director Nominations for 2027 Annual Meeting of Shareholders.” Such submissions must state the nominee’s name and address, together with information with respect to the shareholder or group of shareholders making the recommendation, including the number of shares of common stock owned by such shareholder or group of shareholders, as well as other information required by our bylaws. We may require any proposed nominee to furnish such other information as we may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee.

  23. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors Our Board, upon recommendation of the compensation committee, sets our non-employee director compensation policy.

  24. 2025 Non-Employee Director Compensation Policy

    2025 Non-Employee Director Compensation Policy Our non-employee director policy, which was in effect throughout 2025, is provided below:

  25. 2025 Non-Employee Director Compensation Policy

    | 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 |

  26. 2025 Non-Employee Director Compensation Policy

    (1)Cash retainers are paid in quarterly installments, subject to the director’s continued service on the Board. (2)On the date of each annual meeting of shareholders, each non-employee director is granted restricted stock units of the Company, with the number of such units determined by dividing $275,000 by the average closing price of our common stock for the 60-day period ending on the trading day immediately prior to the date of grant, which vest upon the earlier of the next annual meeting of shareholders or the first anniversary of the date of grant. New directors who join after the Company’s annual meeting of shareholders for the applicable year, but six or more months before the next annual meeting, will also receive a full annual grant amount at the time of joining. New directors who join after the annual meeting, but less than six months before the next annual meeting, will receive 50% of the annual grant amount. All such grants vest upon the first anniversary of the date of grant. In addition to the foregoing annual compensation, upon joining the Board, each new non-employee director will receive restricted stock units of the Company, with the number of such units determined by dividing $275,000 by the average closing price of our common stock for the 60-day period ending on the trading day immediately prior to the date of grant. Such initial grant vests in full one year from the date of grant, subject to continued service to the Company.

  27. 2026 Non-Employee Director Compensation Policy

    2026 Non-Employee Director Compensation Policy Effective January 1, 2026, the Board amended the non-employee director policy to (i) increase the value of the annual and joining equity grants from $275,000 to $300,000 and (ii) increase the chair and member retainers for the Audit Committee and Nominating and Corporate Governance Committee and to provide a chair and member retainer for the Transaction Committee as set forth below:

  28. 2026 Non-Employee Director Compensation Policy

    | Committees | Chair | Member | | Audit | $25,000 | $12,500 | | Nominating and Corporate Governance | $12,000 | $6,000 | | Transaction | $18,000 | $9,000 |

  29. 2025 Non-Employee Director Compensation

    2025 Non-Employee Director Compensation The following table sets forth in summary form information concerning the compensation that we paid or awarded for services rendered during the fiscal year ended December 31, 2025 to our independent, non-employee directors.

  30. 2025 Non-Employee Director Compensation

    | 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 |

  31. 2025 Non-Employee Director Compensation

    (1)Amounts represent the grant date fair value of stock awards granted during 2025, as calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation. See Note 18, “Stock-based Compensation,” to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for assumptions used in calculating this amount. The grant date fair value of the annual stock awards granted during 2025 for each non-employee director was $287,268. The grant date fair value of the stock awards granted to Ms. Lurker and Dr. Paya upon their appointment or election to the Board in 2025 was $393,615 and $287,268, respectively. The grant date fair value of the additional stock award granted to Mr. Heffernan was $147,106. The aggregate number of shares underlying stock awards that were outstanding and held by each non-employee director as of December 31, 2025 were as follows: for Dr. Balice-Gordon: 32,303; Mr. Bohlin: 60,006; Dr. Fallon: 9,791; Dr. Freund: 60,006; Mr. Heffernan: 0; Ms. Lurker: 22,517; Ms. Melincoff: 0; Dr. Paya: 19,582; and Mr. Santini: 60,006. The aggregate number of shares underlying stock options that were outstanding and held by each non-employee director as of December 31, 2025 were as follows (all of which were exercisable): Dr. Balice-Gordon: 10,055; Mr. Bohlin: 50,568; Dr. Fallon: 22,015; Dr. Freund: 50,568; Mr. Heffernan: 0; Ms. Lurker: 0; Ms. Melincoff: 0; Dr. Paya: 0; and Mr. Santini: 50,568. (2)Mr. Heffernan resigned from our Board effective as of the date of our 2025 Annual Meeting of Shareholders in May 2025 and was granted an additional equity award in recognition of his additional commitment to the Company in serving as interim Chief Executive Officer. (3)Ms. Lurker was appointed to the Board in February 2025. (4)Ms. Melincoff resigned from our Board effective as of the date of our 2025 Annual Meeting of Shareholders in May 2025. (5)Dr. Paya was elected to the Board at our 2025 Annual Meeting of Shareholders in May 2025. Our Environmental, Social and Governance Initiatives Our commitment to serving as responsible corporate citizens is rooted in our longstanding history of building a leading, diversified biopharmaceutical company committed to helping improve the lives of people living with serious medical conditions. As we strive to make a positive impact on patients and create value for our shareholders, we do so with while maintaining a commitment to “Do Good as We Do Well.” As part of this framework, we have prioritized corporate governance and risk mitigation; employee development and culture; our environmental footprint; and giving back to our communities. Our 2025 corporate scorecard included people and culture-focused objectives that centered on creating and maintaining a positive culture that supports retention. In February 2026, we published our fourth annual ESG report on our corporate website highlighting our ESG accomplishments to date. The information contained in our ESG report is not a part of, nor is it incorporated by reference into, this proxy statement.

  32. Valuing Engaged Employees

    Valuing Engaged Employees We strive to create a working environment where employees feel valued, supported and connected to our mission. In 2025, we conducted our annual COLLective employee engagement survey, achieving our highest participation rate in eight years, with 93% of employees sharing their voices. We received an engagement score of 83% favorable, which is 13% above the Pharma benchmark, and overall scores were consistently at or above the Pharma benchmark across all categories. Additionally, 89% of employees reported they would recommend Collegium as a great place to work, 93% reported feeling favorable regarding management and 94% reported their job makes them feel like they are part of something meaningful.

  33. Environmental Impact

    | 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 | |

  34. Environmental Impact

    | 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 | |

  35. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Our compensation committee believes that independent advice is critical in developing the Company’s executive compensation programs. The compensation committee was advised by Alpine Rewards, LLC (“Alpine Rewards”), an independent compensation consultant, during the year ended December 31, 2025. Alpine Rewards provides guidance to the compensation committee on trends in executive and non-employee director compensation, the development of specific executive compensation programs and the composition of the Company’s compensation peer group. Alpine Rewards also engages in other matters as needed and as directed solely by our compensation committee. The Company pays the cost for Alpine Rewards’ services. However, the compensation committee retains the sole authority to direct, terminate or engage Alpine Rewards’ services. Alpine Rewards provided other advisory services to us in 2025, but the fees for those services did not exceed $120,000 during the fiscal year ended December 31, 2025. Alpine Rewards reports directly to the compensation committee. Our compensation committee assesses its compensation consultants’ independence annually and, in accordance with applicable SEC and Nasdaq rules, confirmed that Alpine Rewards’ work or relationships did not raise any conflicts of interest, and that Alpine Rewards remains independent under applicable rules.

  36. Base Salary, Annual Cash Incentive, and Long-Term Equity Incentive

    Base Salary, Annual Cash Incentive, and Long-Term Equity Incentive We strive to recognize the efforts involved in managing our business by compensating our named executive officers for the demands and risks associated with our business through three core elements that are designed to reward performance in a simple and straightforward manner: •Base Salary; •Annual Cash Incentives; and •Long-Term Equity Incentives. Each component of our executive compensation program has different purposes and key characteristics; when combined, we believe that the components of our executive compensation program align with our executive compensation philosophy and objectives described above to enable us to attract, motivate and retain a strong and capable leadership team.

  37. Base Salary, Annual Cash Incentive, and Long-Term Equity Incentive

    | 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 |

  38. Base Salary, Annual Cash Incentive, and Long-Term Equity Incentive

    The long-term equity incentive component of our executive compensation program is comprised of restricted stock units (“RSUs”) and performance share units (“PSUs”). Historically, our chief executive officer’s long term incentive compensation was split 50% in RSUs and 50% in PSUs and our other NEOs received 70% RSUs and 30% PSUs. Mr. Karnani did not receive equity awards in 2025 as he had joined the Company and received his initial equity award in late 2024. Mr. Karnani’s initial equity award in November 2024 reflected a mix of 25% stock options, 37.5% RSUs and 37.5% PSUs. The compensation committee determined that an initial grant mix containing stock options for Mr. Karnani aligns his interests with those of our shareholders by rewarding him for appreciation in our stock price in excess of the exercise price of his stock option. The stock option vests over a four-year period following the grant date, subject to continued employment with the Company. We believe that this vesting schedule is consistent with our focus on long-term, sustainable growth and plays an important retention role. All other NEOs received a mix of 70% RSUs and 30% PSUs in 2025. For 2026, the Compensation Committee determined to increase the performance orientation for all executives and changed the mix of equity awards for all NEOs to 50% for the RSU component and 50% for the PSU component. The RSU component of the long-term equity program incentivizes our named executive officers to contribute to value creation, with the advantage that RSUs retain value in the face of stock price volatility common to growing pharmaceutical companies, yet continue to have direct shareholder alignment. The RSUs have a service-based vesting period that reinforces our focus on long-term, sustainable growth and serves as a key retention tool. The RSUs generally vest over three years, as approved by the compensation committee, to align with broader market practices and business alignment. The PSU component of the long-term equity program also incentivizes our named executive officers to contribute to value creation and rewards superior stock price performance aligned with our pay for performance philosophy. PSUs are generally earned based on the relative ranking of our total shareholder return (“TSR”) over one and a three-year performance periods, measured against the TSR of the S&P Pharmaceutical Select Industry Index over the same relative periods.

  39. 2025 Compensation Mix at Target

    2025 Compensation Mix at Target Our compensation mix is structured to ensure that a significant portion of the total compensation opportunity for our named executive officers is directly related to our performance and other factors that influence shareholder value. Fixed compensation includes base salary and variable compensation includes annual cash incentives and long-term equity incentives (equity valued based on the grant date fair value in accordance with FASB ASC 718). For 2025, Mr. Karnani’s compensation was 51% fixed and 49% variable. Note that because Mr. Karnani was not granted equity awards in 2025 (given his late 2024 joining award), his percentage of variable compensation is lower than we expect it will be in other years. Had Mr. Karnani's 2024 equity awards been granted in 2025, his compensation mix would have been 9% fixed and 91% variable. For all other NEOs, compensation was 14% fixed and 86% variable. We also believe our executive compensation should be structured to appropriately balance cash compensation with equity-based compensation. The mix of cash-based versus equity-based compensation for our non-CEO named executive officers in 2025 was 23% cash-based and 77% equity-based. Cash-based compensation includes base salary and annual cash incentives, and equity-based compensation includes long-term equity incentives (equity valued based on the grant date fair value in accordance with FASB ASC 718). Mr. Karnani did not receive equity awards in 2025 as he had joined the Company and received his initial equity award in late 2024.

  40. Peer Group Determination

    Peer Group Determination Market practices are one of the considerations taken into account by our compensation committee when determining executive compensation levels and compensation program design. In evaluating market practices, we do not target a specific market percentile, nor do we seek to duplicate any particular market practice. Rather, we review external market practices as a reference point to assist us in developing programs designed to attract, motivate, and retain a strong executive team. Our compensation committee uses a peer group to provide context for its executive compensation decision-making. Each year, the compensation committee’s independent compensation consultant reviews the external market landscape and evaluates the composition of our peer group for appropriateness. Our compensation committee reviews the information provided from internal sources as well as the information provided by our independent compensation consultant to select our peer group based on comparable biopharmaceutical companies that approximate: •our scope of business, including revenues, scope of commercial operations, research and development spend and market capitalization; •our employee base; and •the pool of talent for which we compete. When determining the 2025 peer group, our compensation committee considered biopharmaceutical companies headquartered in the United States (or focused on United States operations) that are of similar size to the Company in terms of market capitalization, revenues and commercial expansion, and number of employees. At the time our 2025 peer group was selected in September 2024, our market capitalization was at approximately the 38th percentile of the peer group and our revenue was at approximately the 72nd percentile of the peer group. For each of the companies in our peer group, where available, we analyze such company’s Compensation Discussion and Analysis, Summary Compensation Table and other data publicly filed during the prior and current year to identify the executives at such companies whose positions are comparable to those held by our executive officers. We then compile and analyze the data for each comparable position. We also supplement the data for our peer group with published compensation surveys where appropriate. The peer group for determining our 2025 compensation decisions consisted of the following companies:

  41. Peer Group Determination

    | 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. |

  42. Peer Group Determination

    For 2025, the compensation committee removed Amarin Corporation PLC, Anika Therapeutics, Inc., Eagle Pharmaceuticals, Inc., Intercept Pharmaceuticals, Inc., Travere Therapeutics, Inc. and Vanda Pharmaceuticals Inc. as they no longer fit with the peer criteria or were acquired and added Amicus Therapeutics, Inc., Halozyme Therapeutics, Inc., Novavax, Inc., PTC Therapeutics, Inc., Ultragenyx Pharmaceuticals Inc. and Veracyte, Inc. due to overall fit relative to the peer criteria.

  43. 2025 Target Annual Cash Incentives, Performance Goals, and Awards Earned

    2025 Target Annual Cash Incentives, Performance Goals, and Awards Earned Each named executive officer has a target annual cash incentive amount, which is expressed as a percentage of his or her salary. This target is set forth in each named executive officer’s employment agreement and evaluated by our compensation committee annually based upon a review of the peer and industry data provided by the compensation consultant. In 2025, our compensation committee determined annual cash incentive targets for our named executive officers as shown below, which represented no change from the annual cash incentive targets for 2024. Our compensation committee provides annual cash incentives in order to align our named executive officers’ compensation with Company performance and the creation of shareholder value by providing a significant percentage of performance-based compensation relative to total compensation.

  44. 2025 Target Annual Cash Incentives, Performance Goals, and Awards Earned

    | 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% |

  45. 2025 Target Annual Cash Incentives, Performance Goals, and Awards Earned

    (1)Mr. Dieter joined the Company on March 17, 2025. (2)Ms. Kuhlmann served as Executive Vice President, Chief Administrative Officer, General Counsel & Secretary until March 7, 2025. For more information regarding Ms. Kuhlmann’s compensation in 2025, see “Executive Compensation Tables - Summary Compensation Table” and “Employment Agreements - Kuhlmann Separation and Release Agreement.” For purposes of determining 2025 annual cash incentives, the compensation committee reviews performance versus our key annual performance objectives. The following represents a summary of our corporate performance categories and goals, achievements with respect to each category, respective relative weightings assigned to each category, and actual ratings determined based on performance during 2025.

  46. 2025 Target Annual Cash Incentives, Performance Goals, and Awards Earned

    | | Corporate Category | 2025 Goal | 2025 Performance | Relative Weighting | 2025 Achievement Rating | | FINANCIAL GOALS | Total Net Revenue | Net Revenue of $760.8M | Net Revenue of $780.6M | 22.5% | 28.3% | | | Jornay PM® Revenue | Jornay PM® Revenue of $140.4M | Net Revenue of $148.9M | 17.5% | 22.8% | | | Non-GAAP Adjusted EBITDA(1) | Non-GAAP Adjusted EBITDA of $446.8M | Non-GAAP Adjusted EBITDA of $460.5M | 20.0% | 26.1% | | OPERATIONAL GOALS | Business Development | Develop post-Ironshore BD strategy | Completed development of Post-Ironshore BD strategy | 15.0% | 15.0% | | | Maximize Jornay PM®'s Long-Term Value | Complete at least 3 of 6 objectives related to receiving a Pediatric Written Response, developing and implementing an IP extension strategy, reducing manufacturing cycle time, developing and implementing RWE strategy, developing an international expansion strategy and restructuring the Jornay PM® royalty | Completed 3 stated objectives, reduced manufacturing cycle time, developed and implemented RWE strategy, and developed an international expansion strategy. | 15.0% | 15.0% | | | People & Culture | Complete at least 2 of 4 objectives related to achieving strong engagement scores, completing external compliance assessment, achieving external culture recognition, developing and implementing long-term people strategy | Completed all 4 objectives | 10.0% | 20.0% | | | Total: | | | | 127.3% |

  47. 2025 Target Annual Cash Incentives, Performance Goals, and Awards Earned

    (1)Adjusted EBITDA represents GAAP net income (loss) adjusted to exclude interest expense, interest income, the benefit from or provision for income taxes, depreciation, amortization, stock-based compensation, and other adjustments to reflect changes that occur in our business but do not represent ongoing operations. Our compensation committee evaluated our performance against our 2025 corporate goals in early 2026, established a percentage rating for each goal based on the extent to which the goal was achieved and then determined an overall corporate rating based on the cumulative weightings of the ratings for all the goals. The compensation committee reviewed its assessment of the Company’s achievement of 2025 corporate goals with our Board. The overall percentage rating as indicated above was 127.3%. Actual annual cash incentive payouts represent the product of the target annual incentive (as a percentage of base salary), the corporate performance multiplier (equal to the achievement of the corporate performance goals), and, other than with respect to the CEO, the individual performance multiplier (as determined by the compensation committee, upon recommendation of the Chief Executive Officer for other named executive officers). The individual performance multiplier is based on achievement of individual performance goals which are aligned to, and in support of, our corporate performance goals. This approach is intended to closely align cash incentive payouts with the achievement of our corporate goals, while considering individual performance. The actual cash incentive payouts to our named executive officers for annual performance in 2025 as described above, are set forth in the following table:

  48. 2025 Target Annual Cash Incentives, Performance Goals, and Awards Earned

    | Named Executive Officer | Base Salary ($) | Annual Cash Incentive Target (% of Base Salary) | Corporate Performance Multiplier | Individual Performance Multiplier | Actual Annual Cash Incentive Payout ($) | | Vikram Karnani | 875,000 | 75% | 127.3% | 100% | 835,406 | | Colleen Tupper | 564,700 | 50% | 127.3% | 125% | 449,289 | | David Dieter(1) | 395,890 | 50% | 127.3% | 110% | 277,183 | | Scott Dreyer | 527,200 | 50% | 127.3% | 100% | 335,563 | | Thomas Smith, M.D. | 495,200 | 50% | 127.3% | 100% | 315,195 | | Shirley Kuhlmann(2) | 566,300 | 0% | 0.0% | 0% | — |

  49. 2025 Target Annual Cash Incentives, Performance Goals, and Awards Earned

    (1)Mr. Dieter was entitled to a prorated annual cash incentive payment. Mr. Dieter was employed 289 days in 2025 and his prorated annual cash incentive target was 79%. (2)Ms. Kuhlmann served as Executive Vice President, Chief Administrative Officer, General Counsel & Secretary until March 7, 2025 and did not receive an annual cash incentive payment in February 2026. For more information regarding Ms. Kuhlmann’s compensation in 2025, see “Executive Compensation Tables - Summary Compensation Table” and “Employment Agreements - Kuhlmann Separation and Release Agreement.”

  50. Long-Term Equity Incentives

    Long-Term Equity Incentives As part of the annual compensation review process, after reviewing the achievement of 2024 corporate goals for the prior fiscal year, as well as individual performance goals for our named executive officers, our compensation committee granted long-term equity awards in early 2025 to each of our named executive officers (other than our Chief Executive Officer), who received long-term equity awards in late 2024 upon joining the Company). The 2025 long-term equity incentive awards for each named executive officer were comprised of a combination of RSUs and PSUs. Our compensation committee sought to reward the executive team’s performance in 2025, incentivize continued performance and align equity compensation with peer practices. To do so, the compensation committee, in consultation with Alpine Rewards, first determined the value of each named executive officer’s long-term equity incentive award by reference to these factors, and then allocated the total value of such award between two equity instruments, RSUs and PSUs, to derive the number of RSUs and number of PSUs comprising each award. The compensation committee determined that the total value of each award should be allocated 70% RSUs and 30% PSUs for each named executive officers. The actual 2025 long-term equity incentive awards granted to our named executive officers in 2025 were as set forth below.

  51. Long-Term Equity Incentives

    | | RSUs | PSUs (at Target) | Total Equity Units | | Named Executive Officer | (#) | (#) | (#) | | Vikram Karnani(1) | — | — | — | | Colleen Tupper | 51,768 | 22,186 | 73,954 | | David Dieter | 68,449 | 29,335 | 97,784 | | Scott Dreyer | 45,016 | 19,293 | 64,309 | | Thomas Smith, M.D. | 33,762 | 14,469 | 48,231 | | Shirley Kuhlmann(2) | 40,965 | 17,556 | 58,521 |

  52. Long-Term Equity Incentives

    (1)Mr. Karnani received a joining equity grant in November 2024 and did not receive an annual equity grant in 2025. (2)Ms. Kuhlmann served as Executive Vice President, Chief Administrative Officer, General Counsel & Secretary until March 7, 2025. For more information regarding Ms. Kuhlmann’s compensation in 2025, see “Executive Compensation Tables - Summary Compensation Table” and “Employment Agreements - Kuhlmann Separation and Release Agreement.” The 2025 PSU awards have performance criteria related to the relative ranking of the total shareholder return (“TSR”) of the Company’s common stock in 2025, 2026, 2027 and the cumulative three-year performance period (2025-2027) return relative to the TSR of peer companies within the S&P Pharmaceutical Select Industry Index, where each annual segment is weighted 20% and the cumulative three-year performance is weighted 40%. TSR is measured based on the 30-day average stock price on the first day of each period compared to the 30-day average stock price on the last day of each period. The PSUs subject to the annual performance criteria vest annually, subject to the satisfaction of the performance criteria and the executive’s continued employment through the vesting date. The cumulative PSUs will vest following the three-year performance period, subject to the satisfaction of the performance criteria and the executive’s continued employment through the vesting date. PSUs may vest in a range between 0% and 200%, based on actual performance, and no shares will be issued if the minimum applicable performance metric is not achieved. In early 2026, the compensation committee reviewed the performance of the 2025 performance segments of the 2023 PSU award, 2024 PSU award and 2025 PSU award, and the 2023-2025 cumulative segment of the 2023 PSU award. TSR performance for the 2025 performance segment was at the 78.79 percentile for the 2023 PSU award, the 83.33 percentile for the 2024 PSU award, and 76.74 percentile for the 2025 PSU award, resulting in award payouts at 157.58%, 166.67% and 153.49% of target, respectively, for each award for the 2025 segment. TSR performance for the cumulative 2023-2025 segment of the 2023 PSU award was at the 90.91 percentile, resulting in an award payout of 181.82% of target. The following table shows the number of shares earned and vested for each of our named executive officers for the 2023 PSU award.

  53. Long-Term Equity Incentives

    | | Total PSUs Granted | 2023 Segment (20%) | 2023 Segment Earned* | 2024 Segment (20%) | 2024 Segment Earned* | 2025 Segment (20%) | 2025 Segment Earned* | Cumulative Three-Year Period Segment (40%) | Cumulative Three-Year Period Segment Earned* | | Named Executive Officer | (#) | (#) | (#) | (#) | (#) | (#) | (#) | (#) | (#) | | Vikram Karnani(1) | — | — | — | — | — | — | — | — | — | | Colleen Tupper | 19,305 | 3,861 | 6,678 | 3,861 | 3,861 | 3,861 | 6,084 | 7,722 | 14,040 | | David Dieter(2) | — | — | — | — | — | — | — | — | — | | Scott Dreyer | 18,975 | 3,795 | 6,564 | 3,795 | 3,795 | 3,795 | 5,980 | 7,590 | 13,800 | | Thomas Smith, M.D. | 13,365 | 2,673 | 4,623 | 2,673 | 2,673 | 2,673 | 4,212 | 5,346 | 9,720 | | Shirley Kuhlmann(3) | 20,625 | 4,125 | 7,135 | 4,125 | 4,124 | 4,125 | 4,479 | 8,250 | 12,729 |

  54. Long-Term Equity Incentives

    *Number of shares rounded to nearest whole share. (1)Mr. Karnani joined the Company on November 12, 2024 and does not hold any 2023 PSUs. (2)Mr. Dieter joined the Company on March 17, 2025 and does not hold any 2023 PSUs. (3)On March 7, 2025, in connection with Ms. Kuhlmann’s separation, pursuant to the terms of her employment agreement and separation and release agreement, our compensation committee determined that the 2023 PSUs held by Ms. Kuhlmann that would have been subject to vesting within 12 months of her termination date based on TSR performance as of March 7, 2025, resulted in an award payout of 108.57% of target for the 2025 segment and 154.29% of target for the cumulative three-year period segment. The following table shows the numbers of shares earned and vested for each of our named executive officers for the 2024 PSU award.

  55. Long-Term Equity Incentives

    | | Total PSUs Granted | 2024 Segment (20%) | 2024 Segment Earned* | 2025 Segment (20%) | 2025 Segment Earned* | | Named Executive Officer | (#) | (#) | (#) | (#) | (#) | | Vikram Karnani(1) | — | — | — | — | — | | Colleen Tupper | 17,400 | 3,480 | 3,480 | 3,480 | 5,800 | | David Dieter(2) | — | — | — | — | — | | Scott Dreyer | 15,000 | 3,000 | 3,000 | 3,000 | 5,000 | | Thomas Smith, M.D. | 13,200 | 2,640 | 2,640 | 2,640 | 4,400 | | Shirley Kuhlmann(3) | 18,600 | 3,720 | 3,720 | 3,720 | 3,360 |

  56. Long-Term Equity Incentives

    *Number of shares rounded to nearest whole share. (1)Mr. Karnani joined the Company on November 12, 2024 and does not hold any 2024 PSUs. (2)Mr. Dieter joined the Company on March 17, 2025 and does not hold any 2024 PSUs. (3)On March 7, 2025, in connection with Ms. Kuhlmann’s separation, pursuant to the terms of her employment agreement and separation and release agreement, our compensation committee determined that the 2024 PSUs held by Ms. Kuhlmann that would have been subject to vesting within 12 months of her termination date based on TSR performance as of March 7, 2025, resulted in an award payout of 90.32% of target for the 2025 segment. The following table shows the numbers of shares earned and vested for each of our named executive officers for the 2025 PSU award.

  57. Long-Term Equity Incentives

    | | Total PSUs Granted | 2025 Segment (20%) | 2025 Segment Earned* | | Named Executive Officer | (#) | (#) | (#) | | Vikram Karnani(1) | 105,972 | 21,194 | 32,531 | | Colleen Tupper | 22,186 | 4,437 | 6,810 | | David Dieter | 29,335 | 5,867 | 9,005 | | Scott Dreyer | 19,293 | 3,859 | 5,922 | | Thomas Smith, M.D. | 14,469 | 2,894 | 4,442 | | Shirley Kuhlmann(2) | 17,556 | 3,511 | 3,511 |

  58. Long-Term Equity Incentives

    *Number of shares rounded to nearest whole share. (1)Mr. Karnani's 2025 PSUs were granted in November 2024 as part of his joining equity grant. (2)On March 7, 2025, in connection with Ms. Kuhlmann’s separation, pursuant to the terms of her employment agreement and separation and release agreement, our compensation committee determined that the 2025 PSUs held by Ms. Kuhlmann that would have been subject to vesting within 12 months of her termination date based on TSR performance as of March 7, 2025, resulted in an award payout of 100% of target for the 2025 segment.

  59. Employment Agreements

    Employment Agreements The Company has entered into employment agreements with each of its named executive officers. These employment agreements outline the base salary, annual cash incentive, and long-term equity incentive components of our executive compensation program, as well as the impact of termination and change of control on the executive compensation programs in which our named executive officers participate.

  60. Summary Compensation Table

    Summary Compensation Table The following table shows the annual compensation paid to or earned by our named executive officers, for the fiscal years ended December 31, 2025, 2024, and 2023:

  61. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Vikram Karnani | 2025 | 875,000 | — | — | — | 835,406 | 5,440 | 1,715,846 | | President and Chief Executive Officer | 2024 | 97,596 | 500,000(5) | 7,823,072 | 2,228,622 | 130,711 | 124 | 10,780,125 | | | 2023 | — | — | — | — | — | — | — | | Colleen Tupper | 2025 | 559,340 | — | 2,484,486 | — | 449,289 | 21,940 | 3,515,055 | | Executive Vice President and Chief Financial Officer | 2024 | 514,708 | 30,000(6) | 2,152,334 | — | 470,733 | 22,197 | 3,189,972 | | | 2023 | 485,574 | — | 1,952,212 | — | 275,063 | 22,008 | 2,734,857 | | David Dieter | 2025 | 384,615 | — | 3,189,732 | — | 277,183 | 18,562 | 3,870,092 | | Executive Vice President and General Counsel | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Scott Dreyer | 2025 | 523,236 | — | 2,160,473 | — | 335,563 | 21,940 | 3,041,212 | | Executive Vice President and Chief Commercial Officer | 2024 | 489,507 | 30,000(6) | 1,855,460 | — | 394,252 | 22,156 | 2,791,375 | | | 2023 | 462,281 | — | 1,918,841 | — | 209,250 | 22,008 | 2,612,380 | | Thomas Smith, M.D. | 2025 | 492,959 | — | 1,620,314 | — | 315,195 | 17,540 | 2,446,008 | | Executive Vice President and Chief Medical Officer | 2024 | 473,496 | 30,000(6) | 1,632,805 | — | 346,052 | 17,730 | 2,500,083 | | | 2023 | 451,428 | — | 1,351,531 | — | 224,235 | 17,608 | 2,044,802 | | Shirley Kuhlmann | 2025 | 115,522 | | 1,966,013 | — | — | 702,048 | 2,783,583 | | Former Executive Vice President, Chief Administrative Officer, General Counsel and Secretary (7) | 2024 | 525,270 | 30,000(6) | 2,300,770 | — | 423,041 | 22,215 | 3,301,296 | | | 2023 | 490,412 | — | 2,085,696 | — | 278,438 | 19,601 | 2,874,147 |

  62. Summary Compensation Table

    (1)The amounts reflect the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are described in Note 18, “Stock-based Compensation,” to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including PSU grants with grant date fair values of $904,526 for Ms. Tupper, $1,158,850 for Mr. Dieter, $786,585 for Mr. Dreyer, $589,898 for Dr. Smith, and $715,761 for Ms. Kuhlmann. The grant date fair value of PSU grants based on maximum achievement of the applicable performance metrics were $1,354,233 for Ms. Tupper, $1,740,739 for Mr. Dieter, $1,177,645 for Mr. Dreyer, $883,188 for Dr. Smith, and $1,071,618 for Ms. Kuhlmann. (2)The amounts reflect the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 18, “Stock-based Compensation,” to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (3)Amounts represent the annual cash incentive payments earned by our named executive officers, for the years ended December 31, 2025, 2024 and 2023, respectively, pursuant to the achievement of certain company and individual performance objectives for those years. Please see the descriptions of the annual cash incentives in the section entitled “Compensation Discussion and Analysis — 2025 Executive Compensation of Our Named Executive Officers.” (4)This amount reflects our contributions to our life/disability insurance plan, 401(k) Plan, and HSA contributions on behalf of each named executive officer. Our contributions to our 401(k) Plan on behalf of certain NEOs in 2025 that exceeded $10,000 were as follows: for Ms. Tupper: $16,500; Ms. Kuhlmann: $16,500; Mr. Dreyer: $16,500; Dr. Smith: $16,500; and Mr. Dieter: $14,462. For Ms. Kuhlmann, such amounts for 2025 also include $12,633 of unused and accrued vacation times as well as $671,589 of severance paid in connection with her departure from her position as our former Executive Vice President, General Counsel and Chief Administrative Officer. (5)Mr. Karnani received this one-time lump sum signing bonus of $500,000 in connection with the commencement of his employment with us. (6)Amounts represent transaction bonuses paid to Ms. Tupper, Mr. Dreyer, Dr. Smith, and Ms. Kuhlmann in recognition of their significant efforts in connection with the closing of the Company’s acquisition of Ironshore Therapeutics in 2024. (7)Ms. Kuhlmann served as Executive Vice President, Chief Administrative Officer, General Counsel & Secretary until March 7, 2025 and did not receive an annual cash incentive payment in February 2026. For more information regarding Ms. Kuhlmann’s compensation in 2025, see “Executive Compensation Tables - Summary Compensation Table” and “Employment Agreements - Kuhlmann Separation and Release Agreement.”

  63. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents plan-based awards made to each of the named executive officers during 2025.

  64. Grants of Plan-Based Awards

    | Name | Grant Date | Approval Date (1) | Threshold ($) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) Target ($) | Maximum ($) | Threshold (#) | Estimated Future Payouts Under Equity Incentive Plan Awards (3) Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (4) (#) | Grant Date Fair Value of Stock and Option Awards (5) ($) | | Vikram Karnani | | | 377,344 | 656,250 | 1,312,500 | | | | | | | Colleen Tupper | | | 162,351 | 282,350 | 564,700 | | | | | | | | 2/10/2025 | 2/4/2025 | | | | 2,219 | 4,437 | 8,874 | | 172,866 | | | 2/10/2025 | 2/4/2025 | | | | 2,219 | 4,437 | 8,874 | | 170,869 | | | 2/10/2025 | 2/4/2025 | | | | 2,219 | 4,437 | 8,874 | | 171,357 | | | 2/10/2025 | 2/4/2025 | | | | 4,438 | 8,875 | 17,750 | | 389,435 | | | 2/10/2025 | 2/4/2025 | | | | | | | 51,768 | 1,579,959 | | David Dieter | | | 113,818 | 197,945 | 395,890 | | | | | | | | 3/17/2025 | 2/25/2025 | | | | 2,934 | 5,867 | 11,734 | | 218,956 | | | 3/17/2025 | 2/25/2025 | | | | 2,934 | 5,867 | 11,734 | | 220,541 | | | 3/17/2025 | 2/25/2025 | | | | 2,934 | 5,867 | 11,734 | | 220,893 | | | 3/17/2025 | 2/25/2025 | | | | 5,867 | 11,734 | 23,468 | | 498,460 | | | 3/17/2025 | 2/25/2025 | | | | | | | 68,449 | 2,030,882 | | Scott Dreyer | | | 151,570 | 263,600 | 527,200 | | | | | | | | 2/10/2025 | 2/4/2025 | | | | 1,929 | 3,858 | 7,716 | | 150,308 | | | 2/10/2025 | 2/4/2025 | | | | 1,929 | 3,858 | 7,716 | | 148,572 | | | 2/10/2025 | 2/4/2025 | | | | 1,929 | 3,858 | 7,716 | | 148,996 | | | 2/10/2025 | 2/4/2025 | | | | 3,860 | 7,719 | 15,438 | | 338,710 | | | 2/10/2025 | 2/4/2025 | | | | | | | 45,016 | 1,373,888 | | Thomas Smith, M.D. | | | 142,370 | 247,600 | 495,200 | | | | | | | | 2/10/2025 | 2/4/2025 | | | | 1,447 | 2,894 | 5,788 | | 112,750 | | | 2/10/2025 | 2/4/2025 | | | | 1,447 | 2,894 | 5,788 | | 111,448 | | | 2/10/2025 | 2/4/2025 | | | | 1,447 | 2,894 | 5,788 | | 111,766 | | | 2/10/2025 | 2/4/2025 | | | | 2,894 | 5,787 | 11,574 | | 253,934 | | | 2/10/2025 | 2/4/2025 | | | | | | | 33,762 | 1,030,416 | | Shirley Kuhlmann(6) | | | 162,811 | 283,150 | 566,300 | | | | | | | | 2/10/2025 | 2/4/2025 | | | | 1,756 | 3,511 | 7,022 | | 136,789 | | | 2/10/2025 | 2/4/2025 | | | | 1,756 | 3,511 | 7,022 | | 135,209 | | | 2/10/2025 | 2/4/2025 | | | | 1,756 | 3,511 | 7,022 | | 135,595 | | | 2/10/2025 | 2/4/2025 | | | | 3,512 | 7,023 | 14,046 | | 308,169 | | | 2/10/2025 | 2/4/2025 | | | | | | | 40,965 | 1,250,252 |

  65. Grants of Plan-Based Awards

    (1)The approval date represents the date the compensation committee and/or board of directors took action to grant equity awards to the NEOs and is disclosed to the extent it differs from the grant date. (2)Consists of potential cash payments under our annual cash incentive program for named executive officers for 2025. Actual cash incentive payments determined in February 2026 for 2025 performance are set forth in the Summary Compensation Table above under the column entitled “Non-Equity Incentive Plan Compensation” for 2025. The “threshold” payouts reflect the annual cash incentive payment that would have been due had each of the corporate goals been achieved at the minimum level. The “target” payouts reflect the annual cash incentive payment that would have been due had each of the corporate goals been achieved at the target level (100%). Finally, the “maximum” payouts reflect the annual cash incentive that would have been due had each of the corporate goals been achieved at the maximum level applicable to that goal. (3)Consists of the minimum threshold, target and maximum amounts that could vest pursuant to PSUs granted to our named executive officers under our annual long-term equity incentive program. The PSU awards will vest and be earned only if certain performance goals are achieved as described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” above in this proxy statement. (4)Consists of RSUs for executives under our annual long-term equity incentive program for executives. (5)Amounts reported reflect the aggregate grant date fair value of stock and option awards computed in accordance with FASB ASC 718. These amounts do not represent the actual amounts paid or realized by the named executive officer during 2025. Assumptions used in the calculation of these amounts are described in Note 18, “Stock-based Compensation,” to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (6)Ms. Kuhlmann served as Executive Vice President, Chief Administrative Officer, General Counsel & Secretary until March 7, 2025. For more information regarding Ms. Kuhlmann’s compensation in 2025, see “Executive Compensation Tables - Summary Compensation Table” and “Employment Agreements - Kuhlmann Separation and Release Agreement.”

  66. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by each of our named executive officers that were outstanding as of December 31, 2025. All outstanding equity awards granted prior to the adoption of our 2025 Equity Incentive Plan are governed by the Collegium Pharmaceutical, Inc. Amended and Restated 2014 Stock Incentive Plan, and all equity awards granted following the adoption of our 2025 Equity Plan. The market value of stock awards is based on the closing market price of our common stock of $46.30 per share on December 31, 2025:

  67. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name(20) | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity incentive plan awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Vikram Karnani | 11/12/2024 | 32,586 | 97,758(1) | — | 31.41 | 11/12/2034 | 112,010(2) | 5,186,063 | 169,556(14) | 7,850,443 | | Colleen Tupper | 2/10/2022 | — | — | — | — | | 13,125(3) | 607,688 | — | — | | | 2/10/2023 | — | — | — | — | | 42,647(4) | 1,974,556 | — | — | | | 2/12/2024 | — | — | — | — | | 32,867(5) | 1,521,742 | 20,880(15) | 966,744 | | | 2/10/2025 | — | — | — | — | | 58,578(6) | 2,715,161 | 35,498(14) | 1,643,557 | | David Dieter | 3/17/2025 | — | — | — | — | | 77,454(7) | 3,586,120 | 46,936 | 2,173,137 | | Scott Dreyer | 2/10/2022 | — | — | — | — | | 13,125(3) | 607,688 | — | — | | | 2/10/2023 | — | — | — | — | | 41,918(8) | 1,940,803 | — | — | | | 2/12/2024 | — | — | — | — | | 28,334(9) | 1,311,864 | 18,000(15) | 833,400 | | | 2/10/2025 | — | — | — | — | | 50,938(10) | 2,358,429 | 30,870(14) | 1,429,281 | | Thomas Smith, M.D. | 2/10/2023 | — | — | — | — | | 29,525(11) | 1,367,008 | — | — | | | 2/12/2024 | — | — | — | — | | 24,934(12) | 1,154,444 | 15,840(15) | 733,392 | | | 2/10/2025 | — | — | — | — | | 38,204(13) | 1,768,845 | 23,150(14) | 1,071,845 | | Shirley Kuhlmann(16) | | — | — | — | — | | — | — | — | — |

  68. Outstanding Equity Awards at Fiscal Year-End

    (1)Represents time-based option awards that vest and become exercisable over the four-year period following the grant date, with 25% of the option becoming vested and exercisable on the first anniversary of the grant date and the remaining shares underlying the option vesting in quarterly installments over the remaining three years of the four-year period, generally subject to the executive's continued employment with the company on the applicable vesting date. (2)Includes 79,479 time-based restricted stock units that vest over the four-year period following the grant date, with 25% vesting on the first anniversary of the grant date and the balance vesting in equal annual installments (in each case, rounded up to the nearest whole share) over the remaining three years of the four-year period following the award date and 32,531 performance share units for which relevant performance conditions were satisfied as of the fiscal year-end, but performance share units were subject to forfeiture conditions until vesting was determined by the compensation committee on January 29, 2026. (3)Represents time-based restricted stock units that vest over the four-year period following the grant date, with 25% vesting on the first anniversary of the grant date and the balance vesting in equal annual installments (in each case, rounded up to the nearest whole share) over the remaining three years of the four-year period following the award date, generally subject to the executive’s continued employment with the company on the applicable vesting date. (4)Includes 22,523 time-based restricted stock units that vest over the four-year period following the grant date, with 25% vesting on the first anniversary of the grant date and the balance vesting in equal annual installments (in each case, rounded up to the nearest whole share) over the remaining three years of the four-year period following the award date and 20,124 performance share units for which relevant performance conditions were satisfied as of the fiscal year-end, but performance share units were subject to forfeiture conditions until vesting was determined by the compensation committee on January 29, 2026. (5)Includes 27,067 time-based restricted stock units that vest over the four-year period following the grant date, with 25% vesting on the first anniversary of the grant date and the balance vesting in equal annual installments (in each case, rounded up to the nearest whole share) over the remaining three years of the four-year period following the award date and 5,800 performance share units for which relevant performance conditions were satisfied as of the fiscal year-end, but performance share units were subject to forfeiture conditions until vesting was determined by the compensation committee on January 29, 2026. (6)Includes 51,768 time-based restricted stock units that vest over the four-year period following the grant date, with 25% vesting on the first anniversary of the grant date and the balance vesting in equal annual installments (in each case, rounded up to the nearest whole share) over the remaining three years of the four-year period following the award date and 6,810 performance share units for which relevant performance conditions were satisfied as of the fiscal year-end, but performance share units were subject to forfeiture conditions until vesting was determined by the compensation committee on January 29, 2026. (7)Includes 68,449 time-based restricted stock units that vest over the four-year period following the grant date, with 25% vesting on the first anniversary of the grant date and the balance vesting in equal annual installments (in each case, rounded up to the nearest whole share) over the remaining three years of the four-year period following the award date and 9,005 performance share units for which relevant performance conditions were satisfied as of the fiscal year-end, but performance share units were subject to forfeiture conditions until vesting was determined by the compensation committee on January 29, 2026. (8)Includes 22,138 time-based restricted stock units that vest over the four-year period following the grant date, with 25% vesting on the first anniversary of the grant date and the balance vesting in equal annual installments (in each case, rounded up to the nearest whole share) over the remaining three years of the four-year period following the award date and 19,780 performance share units for which relevant performance conditions were satisfied as of the fiscal year-end, but performance share units were subject to forfeiture conditions until vesting was determined by the compensation committee on January 29, 2026. (9)Includes 23,334 time-based restricted stock units that vest over the four-year period following the grant date, with 25% vesting on the first anniversary of the grant date and the balance vesting in equal annual installments (in each case, rounded up to the nearest whole share) over the remaining three years of the four-year period following the award date and 5,000 performance share units for which relevant performance conditions were satisfied as of the fiscal year-end, but performance share units were subject to forfeiture conditions until vesting was determined by the compensation committee on January 29, 2026. (10)Includes 45,016 time-based restricted stock units that vest over the four-year period following the grant date, with 25% vesting on the first anniversary of the grant date and the balance vesting in equal annual installments (in each case, rounded up to the nearest whole share) over the remaining three years of the four-year period following the award date and 5,922 performance share units for which relevant performance conditions were satisfied as of the fiscal year-end, but performance share units were subject to forfeiture conditions until vesting was determined by the compensation committee on January 29, 2026. (11)Includes 15,593 time-based restricted stock units that vest over the four-year period following the grant date, with 25% vesting on the first anniversary of the grant date and the balance vesting in equal annual installments (in each case, rounded up to the nearest whole share) over the remaining three years of the four-year period following the award date and 13,932 performance share units for which relevant performance conditions were satisfied as of the fiscal year-end, but performance share units were subject to forfeiture conditions until vesting was determined by the compensation committee on January 29, 2026. (12)Includes 20,534 time-based restricted stock units that vest over the four-year period following the grant date, with 25% vesting on the first anniversary of the grant date and the balance vesting in equal annual installments (in each case, rounded up to the nearest whole share) over the remaining three years of the four-year period following the award date and 4,400 performance share units for which relevant performance conditions were satisfied as of the fiscal year-end, but performance share units were subject to forfeiture conditions until vesting was determined by the compensation committee on January 29, 2026. (13)Includes 33,762 time-based restricted stock units that vest over the four-year period following the grant date, with 25% vesting on the first anniversary of the grant date and the balance vesting in equal annual installments (in each case, rounded up to the nearest whole share) over the remaining three years of the four-year period following the award date and 4,442 performance share units for which relevant performance conditions were satisfied as of the fiscal year-end, but performance share units were subject to forfeiture conditions until vesting was determined by the compensation committee on January 29, 2026.

  69. Outstanding Equity Awards at Fiscal Year-End

    (14)These performance share units vest following annual performance periods and a three-year performance period, subject to the satisfaction of the annual and cumulative performance criteria as determined by the compensation committee. These amounts reflect an estimate of the unvested PSUs that may become vested based on the actual performance over the applicable performance periods. For purposes of calculating the amounts set forth in the table, it is assumed that the PSUs will be earned at the maximum level as performance in the previous fiscal year exceeded target; however, the number of shares actually earned will depend upon actual performance over the applicable performance periods. Approximately 25% of the amounts reported correspond to each of the annual performance periods from January 1, 2026 to December 31, 2026 and January 1, 2027 to December 31, 2027, and the remaining 50% corresponds to the cumulative performance period of January 1, 2025 through December 31, 2027. (15)These performance share units vest following annual performance periods and a three-year performance period, subject to the satisfaction of the annual and cumulative performance criteria as determined by the compensation committee. These amounts reflect an estimate of the unvested PSUs that may become vested based on the actual performance over the applicable performance periods. For purposes of calculating the amounts set forth in the table, it is assumed that the PSUs will be earned at the maximum level as performance in the previous fiscal year exceeded target; however, the number of shares actually earned will depend upon actual performance over the applicable performance periods. Approximately 33% of the amounts reported correspond to each of the annual performance periods from January 1, 2026 to December 31, 2026 and the remainder corresponds to the cumulative performance period of January 1, 2024 through December 31, 2026. (16)Ms. Kuhlmann served as Executive Vice President, Chief Administrative Officer, General Counsel & Secretary until March 7, 2025. For more information regarding Ms. Kuhlmann’s compensation in 2025, see “Executive Compensation Tables - Summary Compensation Table” and “Employment Agreements - Kuhlmann Separation and Release Agreement.”

  70. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth certain information regarding option exercises and stock vested during the year ended December 31, 2025 with respect to each of our named executive officers:

  71. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Name | (#) | ($) | (#) | ($) | | Vikram Karnani | — | — | 26,493 | 1,254,444 | | Colleen Tupper | — | — | 75,376 | 2,300,476 | | David Dieter | — | — | — | — | | Scott Dreyer | 38,850 | 925,591 | 73,716 | 2,249,812 | | Thomas Smith, M.D. | — | — | 23,375 | 713,405 | | Shirley Kuhlmann(1) | 67,500 | 483,738 | 157,449 | 4,740,148 |

  72. Option Exercises and Stock Vested

    (1)Ms. Kuhlmann served as Executive Vice President, Chief Administrative Officer, General Counsel & Secretary until March 7, 2025. For more information regarding Ms. Kuhlmann’s compensation in 2025, see “Executive Compensation Tables - Summary Compensation Table” and “Employment Agreements - Kuhlmann Separation and Release Agreement.”

  73. Potential Payments upon Termination without Cause or Resignation for Good Reason

    Potential Payments upon Termination without Cause or Resignation for Good Reason Pursuant to the executive employment agreements, if the employment of an executive is terminated by the Company without Cause or if the executive resigns with Good Reason (as each term is defined in the employment agreements), and such termination does not occur on or within the 12 month period following a change in control (or for Mr. Karnani, if such termination does not occur during the one month period preceding a change in control through the 12 month period following a change in control), then Mr. Karnani would be entitled to 18 months of severance benefits and each other executive would be entitled to 12 months of severance benefits. During his or her applicable severance period, and subject to the Company’s receipt of a general release of claims and the terminated executive’s continued compliance with their restrictive covenants, the applicable executive would receive the following severance benefits, less applicable tax withholding: •payment of any annual bonus otherwise payable (but for the cessation of executive’s employment) with respect to a year ended prior to the cessation of executive’s employment; •continuation of the executive’s then-current base salary in accordance with normal payroll procedures for the applicable severance period; •payment of a cash severance benefit equal to the executive’s annual bonus at the target percentage for the year in which the termination occurs (except in the case of Mr. Karnani, who would receive payment of a cash severance benefit equal to 150% of his annual bonus at the target percentage for the year in which the termination occurs), paid in monthly installments over the applicable severance period; •the executive’s unvested equity incentives that are subject only to time-based vesting and would have vested over the applicable severance period will become immediately and automatically fully vested and exercisable; •the executive’s unvested equity incentives that are subject to performance-based vesting and would have vested over the applicable severance period will vest based on the compensation committee’s determination of achievement of the applicable performance criteria through the date of termination; and •waiver of the applicable premium otherwise payable for COBRA continuation coverage for the executive, if applicable (and, to the extent covered immediately prior to the date of such cessation, his or her eligible dependents) during the applicable severance period. For each named executive officer, the following table sets forth quantitative estimates of the payments and benefits that would have become payable if such executive’s employment had been terminated without Cause or the executive resigned for Good Reason on December 31, 2025 other than in connection with a change of control. Amounts below reflect potential payments pursuant to the employment agreements for such named executive officers as described above in the section titled “—Employment Agreements.”

  74. Potential Payments upon Termination without Cause or Resignation for Good Reason

    | Name | Salary Continuation ($)(1) | Annual Cash Incentive ($)(2) | Benefit Continuation ($)(3) | Value of Stock Awards Vesting ($)(4) | Value of Option Awards Vesting ($)(5) | Total ($) | | Vikram Karnani | 1,312,500 | 984,375 | 44,067 | 3,714,093 | 727,808 | 6,782,843 | | Colleen Tupper | 564,700 | 282,350 | 29,378 | 4,070,187 | — | 4,946,615 | | David Dieter | 500,000 | 250,000 | 23,252 | 1,473,312 | — | 2,246,564 | | Scott Dreyer | 527,200 | 263,600 | 29,378 | 3,776,598 | — | 4,596,776 | | Thomas Smith, M.D. | 495,200 | 247,600 | 37,135 | 2,411,813 | — | 3,191,748 | | Shirley Kuhlmann(6) | 566,300 | 283,150 | 29,016 | 2,266,746 | — | 3,145,212 |

  75. Potential Payments upon Termination without Cause or Resignation for Good Reason

    (1)Continuation of base salary following termination of employment paid in installments over an 18-month period for Mr. Karnani, and 12-month period for Ms. Tupper, Mr. Dieter, Mr. Dreyer, Dr. Smith, and Ms. Kuhlmann. (2)Target cash incentive equal to 150% target bonus paid over an 18-month period for Mr. Karnani, and 100% target bonus paid over a 12-month period for Ms. Tupper, Mr. Dieter, Mr. Dreyer, Dr. Smith, and Ms. Kuhlmann. (3)Estimated value of continued group health insurance for 18 months for Mr. Karnani, and 12 months for Ms. Tupper, Mr. Dieter, Mr. Dreyer, Dr. Smith, and Ms. Kuhlmann (4)Amounts reflect the value of restricted stock units and performance share units that would become vested based on the closing price of our common stock of $46.30 per share on December 31, 2025. (5)Amounts reflect the intrinsic value of unvested stock options that would become vested based on the spread between the closing stock price of our common stock of $46.30 per share on December 31, 2025, and the exercise price applicable to such stock option. (6)On March 7, 2025, we entered into a separation and release agreement with Ms. Kuhlmann pursuant to which she was entitled to (i) 12 months of base salary continuation, (ii) target cash incentive equal to 100% target bonus, (iii) accelerated vesting of any time-based equity incentives that would have vested during the 12 month period immediately following the separation date, (iv) vesting and settlement of any unvested performance-based equity incentives equal to what would have vested in connection with any annual or cumulative performance vesting period that ends during the 12 month period immediately following the separation date, and (v) estimated value of continued group health insurance for 12 months.

  76. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Pursuant to the executive employment agreements, if the employment of an executive is terminated by the Company without Cause or if the executive resigns with Good Reason (as each term is defined in the employment agreements), and such termination occurs on or within the 12 month period following a change in control (and for Mr. Karnani, if such termination occurs during the one month period preceding a change in control through the 12 month period following a change in control), then subject to the Company’s receipt of a general release of claims and the terminated executive’s continued compliance with their restrictive covenants, the applicable executive would receive the following severance benefits, less applicable tax withholding: •payment of any annual bonus otherwise payable (but for the cessation of executive’s employment) with respect to a year ended prior to the cessation of executive’s employment; •a lump sum payment equal to 1.5 times the executive’s then-current base salary (except in the case of Mr. Karnani, who would receive payment of a cash severance benefit equal to 2 times his then-current base salary); •a lump sum payment equal to 150% of the executive’s annual bonus at the target percentage for the year in which the termination occurs (except in the case of Mr. Karnani, who would receive payment of a cash severance benefit equal to 200% of his annual bonus at the target percentage for the year in which the termination occurs); •the executive’s unvested equity incentives that are subject only to time-based vesting will become immediately and automatically fully vested and exercisable; •the executive’s unvested equity incentives that are subject to performance-based vesting will vest, if at all, based on the terms of the equity plan and applicable award agreement; and •waiver of the applicable premium otherwise payable for COBRA continuation coverage for the executive, if applicable (and, to the extent covered immediately prior to the date of such cessation, his or her eligible dependents) during the 18-month period following the date of termination (or the 24-month period for Mr. Karnani). For each named executive officer, other than Ms. Kuhlmann who is addressed in the table above, the following table sets forth quantitative estimates of the payments and benefits that would have become payable if such executive’s employment had been terminated without Cause or the executive resigned for Good Reason on December 31, 2025, assuming that such termination occurs within twelve months following a change of control. Amounts below reflect potential payments pursuant to the employment agreements for such named executive officers as described above in the section titled “—Employment Agreements.”

  77. Potential Payments Upon Termination or Change in Control

    | Name | Salary Continuation ($)(1) | Annual Cash Incentive ($)(2) | Benefit Continuation ($)(3) | Value of Stock Awards Vesting ($)(4) | Value of Option Awards Vesting ($)(5) | Total ($) | | Vikram Karnani | 1,750,000 | 1,312,500 | 58,756 | 13,036,506 | 1,455,617 | 17,613,379 | | Colleen Tupper | 847,050 | 423,525 | 44,067 | 9,426,449 | — | 10,741,091 | | David Dieter | 750,000 | 375,000 | 34,878 | 5,759,257 | — | 6,919,135 | | Scott Dreyer | 790,800 | 395,400 | 44,067 | 8,481,466 | — | 9,711,733 | | Thomas Smith, M.D. | 742,800 | 371,400 | 55,703 | 6,095,534 | — | 7,265,437 | | Shirley Kuhlmann(6) | — | — | — | — | — | — |

  78. Potential Payments Upon Termination or Change in Control

    (1)Continuation of base salary following termination of employment paid in a lump sum payment equal to 24 months of annual base salary for Mr. Karnani, and 18 months of annual base salary for Ms. Tupper, Mr. Dieter, Mr. Dreyer, and Dr. Smith. (2)Annual cash incentive following termination of employment paid in a lump sum payment equal to 200% target bonus for Mr. Karnani, and 150% target bonus for Ms. Tupper, Mr. Dieter, Mr. Dreyer, and Dr. Smith. (3)Estimated value of continued group health insurance for 24 months for Mr. Karnani, and 18 months for Ms. Tupper, Mr. Dieter, Mr. Dreyer, and Dr. Smith. (4)Amounts reflect the value of restricted stock units and performance share units that would become vested based on the closing price of our common stock of $46.30 per share on December 31, 2025. (5)Amounts reflect the intrinsic value of unvested stock options that would become vested based on the spread between the closing stock price of our common stock of $46.30 per share on December 31, 2025, and the exercise price applicable to such stock option. (6)Ms. Kuhlmann served as Executive Vice President, Chief Administrative Officer, General Counsel & Secretary until March 7, 2025. For more information regarding Ms. Kuhlmann’s compensation in 2025, see “Executive Compensation Tables - Summary Compensation Table” and “Employment Agreements - Kuhlmann Separation and Release Agreement.”

  79. Potential Payments Upon Death or Disability

    Potential Payments Upon Death or Disability Pursuant to Mr. Karnani’s employment agreement, if the employment for Mr. Karnani is terminated due to his death or Disability (as such term is defined in his employment agreement), then subject to the Company’s receipt of a general release of claims and (except in the case of his death) his continued compliance with their restrictive covenants, Mr. Karnani would receive the following severance benefits, less applicable tax withholding: •payment of any annual bonus otherwise payable (but for the cessation of executive’s employment) with respect to a year ended prior to the cessation of executive’s employment; •a lump sum payment equal to the executive’s annual bonus that would have been paid for the year in which the termination occurs had the executive remained employed, prorated based on the number of days worked in the applicable year in which the termination occurs and paid at the time when normal bonuses are paid for such year; •the executive’s unvested equity incentives will become immediately and automatically fully vested and exercisable; and •waiver of the applicable premium otherwise payable for COBRA continuation coverage for the executive, if applicable (and, to the extent covered immediately prior to the date of such cessation, his or her eligible dependents) during the 12-month period following the date of termination. The following table sets forth quantitative estimates of the payments and benefits that would have become payable if Mr. Karnani’s employment had ceased upon his death or Disability (as defined in the applicable employment agreement) on December 31, 2025. Amounts below reflect potential payments pursuant to the employment agreement for Mr. Karnani as described above in the section titled “—Employment Agreements.”

  80. Potential Payments Upon Death or Disability

    | Name | Annual Cash Incentive ($)(1) | Benefit Continuation ($)(2) | Value of Stock Awards Vesting ($)(3) | Value of Option Awards Vesting ($)(4) | Total ($) | | Vikram Karnani | 656,250 | 29,378 | 13,492,885 | 1,455,617 | 15,634,130 |

  81. Potential Payments Upon Death or Disability

    (1)Amount equal to the annual bonus that would have been paid to Mr. Karnani for the fiscal year in which his employment terminates (had his employment not terminated), multiplied by a fraction equal to the number of days each individual worked through the date of termination of employment over 365, which amount shall be paid in the year following employment termination at the time annual bonuses are paid to the Company’s senior executives. (2)Estimated value of continued group health insurance for 12 months. (3)Amount reflects the value of restricted stock units and performance share units that would become vested based on the closing price of our common stock of $46.30 per share on December 31, 2025. (4)Amount reflects the intrinsic value of unvested stock options that would become vested based on the spread between the closing stock price of our common stock of $46.30 per share on December 31, 2025, and the exercise price applicable to such stock option.

  82. CEO Pay Ratio

    CEO Pay Ratio Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the median of the annual total compensation of our employees, the annual total compensation of our President and Chief Executive Officer, and the ratio of these two amounts. As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, we must identify our median employee once every three years. We have determined the 2025 annual total compensation of our median compensated employee, excluding Mr. Karnani, to be $221,391. We included all employees, whether employed on a full-time, or part-time, salaried, or hourly basis. Target total compensation used to identify the median employee was based on annual base salary paid, target bonus opportunity, and the grant date fair value of equity awards granted for 2025 and was consistently applied for all employees. After identifying our median employee, we calculated annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the 2025 Summary Compensation Table in this proxy statement. We determined the median of the annual total compensation of all employees, excluding Mr. Karnani, for 2025 was $221,391. Mr. Karnani’s annual total compensation was $1,715,846 for 2025. For the year ended December 31, 2025, (i) the annual total compensation of our Chief Executive Officer calculated according to this method was $1,715,846; (ii) the annual total compensation of our median employee was $221,391; and (iii) based on this information, we reasonably estimate our Pay Ratio to be 8:1. Because the SEC rules for identifying the median employee and calculating the Pay Ratio allow companies to use different methodologies, to apply certain exemptions, and to make reasonable estimates and assumptions, the Pay Ratio calculation presented above is a reasonable estimate and may not be comparable to the pay ratio reported by other companies.

  83. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company.

  84. Pay versus Performance

    | | | | | | | | | | Total Shareholder Return (Value of Initial Fixed $100 Investment) | | | | | Year | Summary Compensation Table Total for PEO 1 (Karnani)(1) ($) | Compensation Actually Paid to PEO 1 (Karnani)(2) ($) | Summary Compensation Table Total for PEO 2 (Heffernan)(2) ($) | Compensation Actually Paid to PEO 2 (Heffernan)(4) ($) | Summary Compensation Table Total for PEO 3 (Ciaffoni)(3) ($) | Compensation Actually Paid to PEO 3 (Ciaffoni)(4) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3)($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | COLL TSR (4) ($) | Peer Group TSR (5) ($) | Net Income (millions)(6) ($) | Adjusted EBITDA (millions) (7) ($) | | 2025 | 1,715,846 | 7,861,691 | — | — | — | — | 3,131,190 | 4,767,188 | 224.98 | 157.71 | 63 | 460 | | 2024 | 10,780,125 | 9,583,786 | 466,455 | 460,835 | 10,689,852 | 36,476 | 2,945,682 | 2,448,310 | 139.21 | 118.20 | 69 | 401 | | 2023 | — | — | | | 9,142,924 | 15,001,055 | 2,566,547 | 3,732,025 | 149.56 | 118.87 | 48 | 367 | | 2022 | — | — | | | 6,917,530 | 10,486,100 | 1,846,402 | 1,984,482 | 112.73 | 113.65 | (25) | 266 | | 2021 | — | — | | | 7,314,335 | 5,084,054 | 2,179,351 | 462,642 | 90.77 | 126.45 | 72 | 118 |

  85. Pay versus Performance

    (1)Amounts represent the total compensation reported for Mr. Karnani (our current Chief Executive Officer), Mr. Heffernan (our former interim President and Chief Executive Officer from May 24 to November 12, 2024), and Mr. Ciaffoni (our former President and Chief Executive Officer until May 24, 2024) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.” (2)The Summary Compensation Table totals reported for each PEO and the average of the Summary Compensation Table totals reported for the Non-PEO NEOs for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid” and do not reflect the actual amount of compensation earned by the PEO and Non-PEO NEOs during the applicable year:

  86. Pay versus Performance

    | | 2025 | | 2024 | | | | 2023 | | 2022 | | 2021 | | | | PEO ($) | Average for Other NEOs ($) | Karnani ($) | Heffernan ($) | Ciaffoni ($) | Average for Other NEOs ($) | PEO ($) | Average for Other NEOs ($) | PEO ($) | Average for Other NEOs ($) | PEO ($) | Average for Other NEOs ($) | | Summary Compensation Table "Total" | 1,715,846 | 3,131,190 | 10,780,125 | 466,455 | 10,689,852 | 2,945,682 | 9,142,924 | 2,566,547 | 6,917,530 | 1,846,402 | 7,314,335 | 2,179,351 | | Adjustments: | | | | | | | | | | | | | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns (if applicable) of the Summary Compensation Table | — | (2,284,204) | (10,051,694) | (259,023) | (9,372,916) | (1,985,342) | (7,691,315) | (1,827,070) | (5,231,750) | (1,111,785) | (6,214,320) | (1,682,609) | | Increase/(decrease) for the Inclusion of Rule 402(v) Equity Values: | | | | | | | | | | | | | | Fair value as of the end of the covered fiscal year of all awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year | — | 2,933,825 | 8,855,355 | 220,404 | — | 1,603,235 | 9,008,809 | 2,126,738 | 7,137,019 | 1,220,089 | 4,465,202 | 819,304 | | Change as of the end of the covered fiscal year from the end of the prior fiscal year in fair value of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year | 5,273,482 | 1,028,134 | — | — | — | (283,364) | 3,730,190 | 725,566 | 1,856,809 | 243,592 | (1,079,877) | (122,874) | | Fair value as of the vesting date for awards that are granted and vest in the same year | — | 99,254 | — | — | 2,583,401 | — | — | — | — | 51,914 | — | — | | Change as of the vesting date from the end of the prior fiscal year in fair value of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year | 872,363 | 87,683 | — | 32,999 | 2,147,255 | 168,100 | 810,447 | 140,244 | (193,508) | (17,831) | 598,714 | 139,828 | | Fair value at the end of the prior fiscal year for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year | — | (228,694) | — | — | (6,011,116) | — | — | — | — | (247,898) | — | (870,358) | | Compensation Actually Paid | 7,861,691 | 4,767,188 | 9,583,786 | 460,835 | 36,476 | 2,448,310 | 15,001,055 | 3,732,025 | 10,486,100 | 1,984,482 | 5,084,054 | 462,642 |

  87. Pay versus Performance

    (3)Amounts represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group (i.e., excluding the appliable PEOs) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Ms. Tupper, Mr. Dieter, Mr. Dreyer, Dr. Smith, and Ms. Kuhlmann; (ii) for 2024, Ms. Tupper, Ms. Kuhlmann, Mr. Dreyer, and Dr. Smith; (iii) for 2023, Ms. Tupper, Ms. Kuhlmann, Mr. Dreyer, and Dr. Smith; (iv) for 2022, Ms. Tupper, Ms. Kuhlmann, Mr. Dreyer, Dr. Smith, and Dr. Malamut (our former Chief Medical Officer); and (iv) for 2021, Ms. Tupper, Ms. Kuhlmann, Mr. Dreyer, Dr. Malamut, Mr. Brannelly (our former Executive Vice President and Chief Financial Officer), and Dr. Fleming (our former Executive Vice President and Chief Technology Officer). (4)Cumulative TSR is calculated by dividing the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The measurement period is determined in accordance with the requirements of Item 402(v)(2)(iv) of Regulation S-K. (5)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Nasdaq Biotechnology Index. (6)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (7)Adjusted EBITDA represents GAAP net income (loss) adjusted to exclude interest expense, interest income, the benefit from or provision for income taxes, depreciation, amortization, stock-based compensation, and other adjustments to reflect changes that occur in our business but do not represent ongoing operations. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to company performance.

  88. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” our compensation program reflects a variable pay-for-performance philosophy. While we utilize several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore, do not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  89. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding our PEO) is aligned with the Company’s cumulative TSR over the five years presented in the table. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented is primarily related to our use of long-term equity incentives in our compensation program. As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” we generally target that approximately 70% of the value of total compensation awarded to the NEOs is comprised of long-term equity incentives comprising of a mix of RSUs and PSUs.

  90. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income As demonstrated by the following graph, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding our PEO) is generally not aligned with our net income over the five years presented in the table. We do not use net income as a performance measure in our overall executive compensation program because it includes several adjustments that occur in our business but that we believe do not represent ongoing operations. Instead, we use Adjusted EBITDA and Total Net Revenue, as described in the section “Executive Compensation – Compensation Discussion and Analysis,” as performance metrics in our cash incentive compensation program.

  91. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA As demonstrated by the following graph, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding our PEO) is generally aligned with the Company’s Adjusted EBITDA over the five years presented in the table. As described above, Adjusted EBITDA represents GAAP net income (loss) adjusted to exclude interest expense, interest income, the benefit from or provision for income taxes, depreciation, amortization, stock-based compensation, and other adjustments to reflect changes that occur in our business but do not represent ongoing operations. While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, we have determined that Adjusted EBITDA is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used in our compensation program to link compensation actually paid to our NEOs, for the most recently completed fiscal year to Company performance. We utilize Adjusted EBITDA as a performance metric in our annual cash incentive compensation program.

  92. Indemnification Agreements with our Directors and Officers

    Indemnification Agreements with our Directors and Officers We have entered into, and intend to continue to enter into, indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our articles of incorporation and bylaws. These agreements, among other things, require us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of our directors and/or executive officers or any other company or enterprise to which the person provides services at our request. We believe that these charter and bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. The limitation of liability and indemnification provisions in our articles of incorporation and bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our shareholders. A shareholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.