COLL Collegium Pharmaceutical Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material under §240.14a-12

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Payment of Filing Fee (Check the appropriate box):

☒No fee required.

☐Fee paid previously with preliminary materials.

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

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2024 AT A GLANCE
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Healthier people. Stronger communities.

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Collegium is building a leading, diversified biopharmaceutical company committed to improving the lives of people living with serious medical conditions. The Company has a leading portfolio of responsible pain management medications and recently acquired Jornay PM, a treatment for ADHD, establishing a presence in neuropsychiatry. Collegium’s strategy includes growing its commercial portfolio, with Jornay PM as the lead growth driver, and deploying capital in a disciplined manner. Collegium’s headquarters are located in Stoughton, Massachusetts. For more information, please visit the Company’s website at www.collegiumpharma.com. The information contained in, or that can be accessed through, our website is not part of this proxy statement.

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Our Core Values

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Dear Collegium Shareholders,

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2024 was a transformational year for Collegium Pharmaceutical. We delivered on our key business and financial objectives, including expanding our product portfolio, executing on our capital deployment strategy, generating operating cash flows, and delivering strong financial results, which led to achieving record net product revenue. We are proud of these accomplishments, which advance our mission of building a leading, diversified biopharmaceutical company committed to helping improve the lives of people living with serious medical conditions.

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In September 2024, we closed the acquisition of Ironshore Therapeutics, Inc. (“Ironshore”), which included Jornay PM for the treatment of attention deficit hyperactivity disorder (“ADHD”). This acquisition has established our presence in neuropsychiatry and provides an initial step towards diversifying our business beyond the chronic pain market. Jornay PM is now poised to become our lead growth driver in 2025 and beyond. In connection with the acquisition of Ironshore, we secured $646.0 million financing from funds managed by Pharmakon Advisors, LP (“Pharmakon”). The new five-year term loan was used to repay our prior term loan, reducing our interest rate by 300 basis points, and the remaining $325.0 million, along with our cash on-hand was used to fund the all-cash acquisition.

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In June 2024, we redeemed the remaining $26.4 million aggregate principal amount of our 2.625% convertible senior notes due in 2026. During 2024, we also repurchased $60.0 million of Collegium shares at a weighted-average price of $31.88 per share. To date, we have returned $197.0 million in capital to shareholders at an average price per share of $24.00.

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2024 was also marked by important, positive developments within our pain franchise. We secured a six-month extension of U.S. pediatric exclusivity for the Nucynta® IR and Nucynta® ER (the “Nucynta products”), extending the market exclusivity to January 3, 2027 for Nucynta IR, and December 27, 2025 for Nucynta ER. These extensions enhance the value of the Nucynta franchise and bolsters our near-term outlook. And importantly, our portfolio of pain medicines achieved record-setting sales in 2024. For the first time, annual net sales for Belbuca® exceeded $200.0 million while net sales of Xtampza® ER grew to over $190.0 million, also representing its strongest year.

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More recently, in early 2025, we strengthened our Board of Directors and Executive Leadership team with the addition of accomplished industry leaders who will play a critical role as we further advance our business. Beyond achieving our business objectives, Collegium employees continued to make a positive impact in the community by driving meaningful change through our commitment to “Do Good as We Do Well.” Everything we do at Collegium is guided by our dedication to serving as responsible corporate citizens and holding ourselves accountable to the highest ethical standards. Reflecting this unwavering commitment to integrity, accountability and responsibility in all aspects of our business, we recently issued our third annual Environmental, Social and Governance report highlighting our commitment to community service, shaping the next generation of life science leaders, and reducing our environmental impact through sustainability efforts.

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This is an exciting time for Collegium. The achievement of our financial commitments and the execution of our strategic priorities in 2024 position us for a new phase of growth in 2025 and beyond. Looking ahead, we are focused on driving accelerated growth for Jornay PM, maximizing our pain portfolio, and strategically deploying capital to expand our portfolio, as we did with the Ironshore acquisition, as well as opportunistically leveraging our share repurchase program and rapidly paying down debt to strengthen our financial position. Accomplishing these objectives will create long-term value for our shareholders and ensure the sustainability of our business and the health of our broader communities.

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Thank you for your investment and confidence in Collegium.

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Sincerely,

Vikram Karnani

President and Chief Executive Officer

100 Technology Center Drive, Suite 300 · Stoughton, MA 02072 · collegiumpharma.com · (781) 713-3699

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You can find more information, including with respect to each proposal, in the attached proxy statement. This year’s Annual Meeting will be held entirely online live via audio webcast. You will be able to attend and participate in the Annual Meeting online by visiting www.meetnow.global/MZQSZJF, where you will be able to listen to the Annual Meeting live, submit questions, and vote. The list of shareholders entitled to vote at the Annual Meeting will be available for examination at the Annual Meeting by shareholders for any purpose germane to the Annual Meeting, or upon request, 10 days prior to the Annual Meeting at our principal executive office, 100 Technology Center Drive, Suite 300, Stoughton, MA 02072. Please read the enclosed information carefully before submitting your proxy.

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Stoughton, Massachusetts

March 28, 2025

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Forward-Looking Statements

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

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Table of contents

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2025 PROXY STATEMENT SUMMARY

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This proxy statement is furnished to shareholders of Collegium Pharmaceutical, Inc. in connection with the solicitation of proxies by our board of directors (the “board”). In this proxy statement, unless expressly stated otherwise or the context otherwise requires, the use of “Collegium,” the “Company,” “our,” “we” or “us” refers to Collegium Pharmaceutical, Inc. and its subsidiaries. The Notice will first be mailed to shareholders on or about April 2, 2025. This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider. You should read the entire proxy statement carefully before voting.

2025 Annual Meeting

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About Collegium

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Our Mission

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Collegium Pharmaceutical is building a leading, diversified biopharmaceutical company committed to improving the lives of people living with serious medical conditions.

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Our Values

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2024 Business Performance

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Corporate Governance Highlights

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Environmental, Social, Governance Highlights

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Our commitment to serving as a responsible corporate citizen is rooted in our longstanding history of advancing our mission, executing our commercial strategy, governing our business to drive efficiency and value creation, and supporting our communities. As we strive to make an impact through our business and initiatives to “Do Good as We Do Well,” we have prioritized corporate governance and risk mitigation; employee development and culture; our environmental footprint; and giving back to our communities. Our 2024 corporate scorecard included environmental stewardship objectives, focusing on sustainability and environmental impact.

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In February 2025, we published our third 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.

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Board of Directors Overview

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Board Attributes

Board Independence, Tenure and Age as of the Record Date

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8 of 9

board members are independent

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Board Skills and Experience Matrix

The matrix below displays the top areas of the skills and experience of each of our directors and director nominees. The absence of a check mark below does not mean the director does not possess that skill or experience, instead these are the skills and experience most considered by the nominating and corporate

governance committee and the Board in making nomination decisions and as part of the board succession planning process.

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Executive Compensation Highlights

We have designed our executive compensation program to motivate our management team to create long-term value for our shareholders through the achievement of strategic business objectives, while effectively managing the risks and challenges inherent to a growing specialty pharmaceutical company. Specifically, our executive compensation program is designed to promote the achievement of key strategic objectives by linking executives’ short- and long-term cash and equity incentives to the achievement of measurable performance goals.

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Compensation Policies and Practices

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2024 Compensation Highlights

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General Information about the Meeting

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Proxy Solicitation

Our Board is soliciting your vote on matters that will be presented at the Annual Meeting and at any adjournment or postponement thereof and we have retained Innisfree M&A Incorporated (“Innisfree”) to assist us in soliciting proxies. This proxy statement contains information on these matters to assist you in voting your shares.

On or about April 2, 2025, we will begin mailing the Notice to all shareholders of record on our books at the close of business on March 25, 2025, the record date for the Annual Meeting. Copies of this proxy statement, the form of proxy card, and the 2024 Form 10-K are available without charge at www.envisionreports.com/COLL, by telephone at 1-866-641-4276, or by notifying our Corporate Secretary, in writing, at Collegium Pharmaceutical, Inc., 100 Technology Center Drive, Suite 300, Stoughton, MA 02072.

We have filed the 2024 Form 10-K with the SEC, and it is available free of charge at the SEC’s website at www.sec.gov and on our website at ir.collegiumpharma.com/sec-filings.

Shareholders Entitled to Vote

All shareholders of record of our common stock at the close of business on March 25, 2025, or the Record Date, are entitled to receive notice of and to vote their shares at the Annual Meeting. As of that date, 32,131,798 shares of our common stock were outstanding. Each share is entitled to one vote on each matter properly brought to the meeting.

Voting Methods

You may cast your vote in any of the following ways:

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How Your Shares Will be Voted

In each case, your shares will be voted as you instruct. If you return a signed card, but do not provide voting instructions, your shares will be voted “FOR” each of the proposals. If you are the record holder of your shares, you may revoke or change your vote any time before the proxy is exercised. To do so, you must do one of the following:

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If your shares are held by your broker, bank or other holder of record as a nominee or agent (i.e., the shares are held in “street name”), you should follow the instructions provided by your broker, bank or other holder of record.

If you have any questions or require any assistance in voting your shares, please call Innisfree at 877-800-518.

Deadline for Voting

The deadline for voting by telephone or Internet, other than by virtually attending the Annual Meeting, is 11:59 p.m. Eastern Time on May 14, 2025. If you are a registered shareholder and virtually attend the Annual Meeting, you may deliver your vote online during the Annual Meeting. “Street name” shareholders who wish to vote at the Annual Meeting will need to obtain a proxy form from the institution that holds their shares.

Broker Voting and Votes Required for Each Proposal

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. This proxy statement has been forwarded to you by your broker, bank or other holder of record who is considered the shareholder of record of those shares. As the beneficial owner, you may direct your broker, bank or other holder of record on how to vote your shares by using the voting instruction form included in the materials made available or by following their instructions for voting on the Internet.

A broker non-vote occurs when a broker or other nominee that holds shares for a beneficial owner does not vote on a particular item because the nominee does not have discretionary voting authority for that item and has not received instructions from the beneficial owner of the shares. The following table summarizes the

voting matters, votes required, how broker non-votes and abstentions are treated with respect to our proposals, and broker discretionary voting authority:

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Quorum

The holders of a majority of the 32,131,798 shares of common stock outstanding as of the Record Date, either present in person or represented by proxy, constitute a quorum. A quorum is necessary in order to conduct the Annual Meeting. If you choose to have your shares represented by proxy at the Annual Meeting, you will

be considered part of the quorum. Broker non-votes and abstentions will be counted as present for the purpose of establishing a quorum. If a quorum is not present by attendance or represented by proxy at the Annual Meeting, the shareholders present by attendance at the meeting or by proxy may adjourn the Annual Meeting until a quorum is present.

Participating in the Annual Meeting

Our Annual Meeting will be a completely virtual meeting conducted via live webcast. There will be no physical meeting location. We have adopted a virtual format for the Annual Meeting to make participation accessible for shareholders from any geographic location with Internet connectivity. We have worked to offer the same participation opportunities as would be provided at an in-person meeting while further enhancing the online experience available to all shareholders regardless of their location.

To participate in the virtual meeting, visit www.meetnow.global/MZQSZJF. You will need to enter the 15-digit control number included on your Notice or on your proxy card. The meeting will begin promptly at 8:30 a.m. ET on May 15, 2025. We encourage you to access the meeting prior to the start time leaving ample time for the check in.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong wifi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in prior to the start of the meeting.

This year’s shareholders question and answer session will include questions submitted in advance of, and questions submitted live during, the Annual Meeting. Questions may be submitted through www.meetnow.global/MZQSZJF. We will post questions and answers if applicable to our business on our website, www.collegiumpharma.com, under the “Investors” section shortly after the meeting.

If you are a registered holder and wish to vote at the meeting, you will need the 15-digit control number provided on your proxy card. If you hold your shares through a broker, bank or other nominee and wish to vote at the meeting, you will need to register in advance to attend the Annual Meeting online and you may not vote your shares at the Annual Meeting unless you obtain a “legal proxy” from the bank, broker or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. To register to attend the Annual Meeting online, you must submit proof of your legal proxy reflecting your holdings along with your name and email address to Computershare Trust Company, N.A. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. (Eastern Time) on May 14, 2025. You will receive confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed by (i) email to legalproxy@computershare.com, with a forward of the email from your broker or attachment of an image of your legal proxy, or (ii) by mail to Computershare Trust Company, N.A., Collegium Pharmaceutical, Inc. Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.

Proxy Solicitation Costs

We pay the cost of soliciting proxies. We have retained Innisfree to assist us in soliciting proxies, for which we will pay Innisfree a fee of approximately $30,000 plus out-of-pocket expenses. We may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. We will furnish

copies of solicitation material to such brokerage firms and other representatives. Proxies may also be solicited on behalf of the Board by mail, telephone, and other electronic means or in person. Directors and employees will not be paid any additional compensation for soliciting proxies.

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Election of Directors

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Board Composition

Board Refreshment

Our Board is committed to thoughtful board refreshment and ongoing succession planning. Our Board currently consists of nine members. In February 2025, we appointed Nancy Lurker, an independent director, to our Board. In addition, our Board is nominating distinguished industry leader Carlos Paya M.D., Ph.D. to stand for election to our Board as an independent director at the Annual Meeting.  In connection therewith, in March 2025, Mr. Heffernan and Ms. Melincoff notified our Board that they will not stand for re-election at the Annual Meeting and will be retiring from the Board at that time.

Mr. Heffernan’s retirement follows 22 years of distinguished service to the Company as founder, Chairman of the Board and Chief Executive Officer (until 2018).  Mr. Heffernan also served as interim Chief Executive Officer in 2024, leading the Company through a Chief Executive Officer transition and the Ironshore Acquisition.  Ms. Melicoff has served as a director of the Company since 2017.  We thank Mr. Heffernan and Ms. Melincoff for their combined 30 years of service to our Company, our board, and our shareholders.

Our Board has elected to reduce the size of the Board from nine to eight directors, effective as of the date of the Annual Meeting.  In addition, effective as of the Annual Meeting, Mr. Santini, Lead Independent Director of the Board, will succeed Mr. Heffernan as Chairman of the Board.

Director Nominees

Upon the recommendation of the nominating and corporate governance committee, each of the following directors has been nominated for election at our 2025 Annual Meeting of Shareholders, and each has agreed to stand for election:

If the director nominees are elected at the Annual Meeting, then each nominee will serve for a one-year term expiring at the 2026 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.

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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.

Nominees for Election

The following table sets forth certain information, as of April 2, 2025, with respect to each of our director nominees.

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Director Nomination Process

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, including, most recently, the identification of Nancy Lurker, who was appointed to our Board in early 2025.

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 2026 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.

Director Qualifications

The nominating and corporate governance committee has adopted guidelines and procedures for identifying and evaluating candidates for director that provide for a fixed set of specific minimum qualifications for its candidates for membership on our Board. Important general criteria and considerations for Board membership include:

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The nominating and corporate governance committee will also consider factors such as the likelihood that he or she will be able to serve on our Board for a sustained period, global experience, experience as a director of a public company and knowledge of our industry. Consideration will be given to our Board’s overall balance of diversity of perspectives, backgrounds and experiences. The nominating and corporate governance committee considers the requirement that at least one member of our Board meet the criteria for an “audit committee financial expert” as that phrase is defined under the regulations promulgated by the SEC, and that a majority of the members of our Board be independent as required under the Nasdaq Listing Rules. Our directors’ performance and qualification criteria are reviewed periodically by the nominating and corporate governance committee.

In evaluating director nominees, the nominating and corporate governance committee will consider, among other things, the following factors:

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The nominating and corporate governance committee’s goal is to assemble a Board that brings to the Company a variety of perspectives and skills derived from high quality business and professional experience. Moreover, the nominating and corporate governance committee is of the view that the composition of our Board should reflect a mix of skills and expertise that are appropriate for our company given our circumstances and that, collectively, enables our Board to perform its oversight function effectively. Nominees are not discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law.

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Majority Vote Director Resignation Policy

Our Board has implemented a majority vote director resignation policy in our Corporate Governance Guidelines. Under the policy, any director nominee who does not receive more votes cast “FOR” than “AGAINST” his or her election in an uncontested election must promptly tender his or her resignation to the board following certification of the shareholder vote. The nominating and corporate governance committee will promptly consider such offer of resignation, the circumstances that led to such director’s failure to receive the required vote for re-election (if known) and make a recommendation to the Board as to whether or not to accept the resignation. The Board will act on the nominating and corporate governance committee’s recommendation within sixty (60) days following certification of the shareholder vote. The nominating and corporate governance committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s offered resignation. Thereafter, the Board will promptly disclose its decision regarding whether to accept the director’s resignation (or the reason(s) for rejecting the resignation, if applicable).

Director Independence

The Nasdaq Listing Rules require a majority of a listed company’s board of directors to be comprised of independent directors. In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act.

Our Board undertook a review of the composition of our Board and its committees and the independence of each director. Based upon information requested from and provided by each director concerning their background, employment and affiliations, including family relationships, our Board has determined that each of our current directors and director nominees, with the exception of Mr. Karnani, is currently an “independent director” as defined under the Nasdaq Listing Rules. Mr. Heffernan was not an “independent director” under Nasdaq Listing Rules during the time that he served as our interim Chief Executive Officer during 2024. In making the independence determinations set forth above, our Board considered the relationships that each such non-employee director and nominee has with our Company and all other facts and circumstances our Board deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director and nominee. There are no family relationships among any of our directors, nominees or executive officers.

Board Leadership Structure and Role in Risk Oversight

Leadership Structure

In 2018, we separated the positions of Chief Executive Officer and Chairman of the Board and maintained a Lead Independent Director. Up until May 2024, Joseph Ciaffoni served as Chief Executive Officer and Mr. Heffernan served as Chairman of the Board, with Mr. Santini serving as Lead Independent Director. Our Board believes that the separation of the positions of Chief Executive Officer and Chairman of the Board, combined with a strong Lead Independent Director reinforces the independence of the Board from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our Board as a whole. In 2024, Mr. Heffernan temporarily served as Chairman of the Board and interim Chief Executive Officer from late May until mid-November following the departure of Mr. Ciaffoni, while we searched for a new Chief Executive Officer. In connection with the appointment of Mr. Karnani as President and Chief Executive Officer in November, Mr. Heffernan stepped down from interim Chief Executive Officer and has continued to serve as our Chairman, until his resignation, effective at the Annual Meeting. Our Board has appointed Gino Santini to serve as Chairman, effective immediately following the Annual Meeting. Until such time, Mr. Santini will continue to serve as our Lead Independent Director. Though it does not have current plans to do so, our Board may combine the roles of Chief Executive Officer and Chairman of the Board again in the future if it believes that would be in the best interest of the Company and its shareholders.

Our Chairman presides over meetings of our Board and holds such other powers and carries out such other duties as are customarily carried out by the chairman of the board of directors of a company. Mr. Heffernan has provided valuable insight to our Board due to the perspective and experience he brings as our former Chief Executive Officer. Following the Annual Meeting, Mr. Santini will serve as our Chairman and brings meaningful perspective to the role due to his long tenure on the Board and experience as our Lead Independent Director.

Risk Management

One of the key functions of our Board is informed oversight of our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including adopting guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with certain legal, regulatory and cybersecurity requirements. The audit committee assesses cybersecurity-related risks, based on the likelihood of an incident occurring, impact to our organization if an incident occurred, and the level of internal control we currently have over the risk. The results are analyzed to identify vulnerabilities and then risk management/mitigation plans are designed, implemented, and evaluated for effectiveness.

Our nominating and corporate governance committee monitors the efficacy of our corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct, and our ESG strategy, reporting, policies and practices. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Our compliance committee monitors our programs regarding compliance with laws, regulations, and industry standards that, if breached, may cause significant business, regulatory, or reputational damage.

Board Committees

Our Board has established a standing audit committee, compliance committee, compensation committee, and nominating and corporate governance committee. Each committee operates under a charter that has been approved by our Board and is annually reviewed by each committee. Each charter is available on our website, www.collegiumpharma.com, under the “Investors” section. The information contained in, or that can be accessed through, our website is not part of this proxy statement. The table below provides the membership of each of the committees as of April 2, 2025, with further discussion on each committee and its function below the table.

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Following the Annual Meeting and Mr. Heffernan and Ms. Melincoff’s retirement from the Board, and contingent upon Dr. Paya’s election to the Board at the Annual Meeting, the Board has determined to reconstitute the committees as follows:

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Under the charter of the compensation committee, the compensation committee may form and delegate any or all of its duties or responsibilities to a subcommittee of the compensation committee, to the extent consistent with our articles of incorporation, bylaws and applicable laws and rules of markets in which our securities then trade. The compensation committee has also delegated authority for certain actions to certain of our executive officers. For example, the compensation committee has delegated to certain executive officers the power to grant options or other stock awards pursuant to our incentive plans to non-executive employees.

Compensation Committee Interlocks and Insider Participation

Dr. Freund and Messrs. Bohlin and Santini served as members of our compensation committee during the fiscal year ended December 31, 2024. No member of our compensation committee is or has ever been an executive officer or employee of ours. In addition, none of our executive officers currently serves, or has served during the last completed year, on the board of directors, compensation committee or other committee serving an equivalent function, of any other entity that has, or had at the time of such executive officer’s service, one or more officers serving as a member of our Board or compensation committee.

Board Meeting Attendance

During the year ended December 31, 2024, our Board held a total of nine meetings. Each of our directors attended at least 75% of the aggregate number of meetings of our Board and meetings of any committee of which he or she was a member, which were held during the time in which he or she was a director or a committee member, as applicable.

Code of Business Conduct and Ethics for Employees, Executive Officers and Directors

Our Board has adopted a Code of Ethics applicable to all of our employees, executive officers and directors. The Code of Ethics is available on our website at www.collegiumpharma.com. Our Board is responsible for overseeing compliance with the Code of Ethics, and our Board or an appropriate committee thereof must approve any waivers of the Code of Ethics for employees, executive officers or directors. Disclosure regarding any amendments to the Code of Ethics, or any waivers of its requirements, will be made on our website.

Director Attendance at Annual Meetings

Our Board has a policy of encouraging director attendance at our annual meetings of shareholders, but attendance is not mandatory. Our Board and management team encourage all our directors to attend the 2025 Annual Meeting. All our directors attended the 2024 Annual Meeting of Shareholders in May 2024.

Shareholder Communications with our Board

Shareholders seeking to communicate with our Board must submit their written comments to our Corporate Secretary, Collegium Pharmaceutical, Inc., 100 Technology Center Drive, Suite 300, Stoughton, MA 02072. The Corporate Secretary will forward such communications to each member of our Board, except in cases where, in the opinion of our Corporate Secretary it would be inappropriate to send a particular shareholder communication to a specific director, in which cases such communication will only be sent to the remaining directors (subject to the remaining directors concurring with such opinion).

Compensation of Non-Employee Directors

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

Non-Employee Director Compensation Policy

Our non-employee director policy, which is currently in effect and was in effect throughout 2024, is provided below:

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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 30-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.

2024 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, 2024 to our independent, non-employee directors.

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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 2024 corporate scorecard included people and culture-focused objectives that centered on creating and maintaining a positive culture that supports retention.

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In February 2025, we published our third 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.

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Culture, Employee Engagement and Management of Human Capital Resources

Our impact is driven by our people and our Core Values. We have created a culture that is collaborative, transparent, and respectful. We are driven by our dedication to helping improve the lives of people living with serious medical conditions, strengthening the health and well-being of the communities where we live and work and creating shareholder value. “Doing right” by our patient, caregiver and medical communities is always top of mind.

We believe every employee’s unique experiences and diverse perspectives shape an inclusive working environment that enables us to make a more meaningful difference for the communities we serve. We are proud to be recognized by others. In 2024, we received Forbes America’s Most Successful Small Companies, USA Today Top Work Places, Boston Business Journal Middle Market Leaders, Boston Business Journal 2024 Best Places to Work, the 2024 Champion Organization Award from Massachusetts Biotechnology Education Foundation, Culture Excellence Award and Boston Globe 2024 Top Places to Work.

Our Core Values are the foundational beliefs that are shared by each member of our team. We are passionate about applying them to all facets of our biopharmaceutical business, corporate social responsibility commitments and relationships with each other, our customers and our communities. Our Core Values are: Uphold Integrity, Embrace Differences, Encourage Expression, and Be Accountable.

We strive to make a positive impact in the communities where we live and work by fostering a culture of philanthropy, service, and mentorship, and by supporting the wellness of our communities and working for equitable access to education and educational resources.

We strongly believe in the value of education and are committed to supporting the next generation of life science leaders. We prioritize charitable giving to, and partnerships with, organizations leading equitable access to STEM education and resources for students and teachers in underrepresented communities across the greater Boston area.

In 2024:

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Employee Health and Safety

We believe the success of our business is fundamentally connected to the well-being of our employees; accordingly, we are committed to their health, safety, and wellness. We are proud to provide benefits that help employees invest in and maintain their health and wellness. Full-time employees and their dependents are eligible for benefits from the first day of employment and can customize them to meet their needs.

We provide all employees and their families with access to a variety of innovative, flexible, and convenient health and wellness programs. These programs include benefits that provide protection and security so they can have peace of mind concerning events that may require time away from work or that impact their financial well-being; that support their physical and mental health by providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors; and that offer choice, where possible, so they can customize their benefits to meet their needs and those of their families.

Valuing Engaged Employees

We strive to create a working environment where employees feel valued, supported and connected to our mission. In 2024, we participated in Boston Globe’s Top Places to Work survey, which collects employee responses on overall workplace experience including employee engagement and company strengths. This annual touchpoint provides insights into employees’ views on areas in which Collegium is excelling and areas with opportunities for improvement.

In the 2024 survey, we received an engagement score of 88%, which is 20% above the Pharma Benchmark,  and in line with the previous year’s scores. With an overall workplace experience score of 91%, we placed 13 points above the benchmark and three points above our 2023 results. This score was determined by

employees’ responses to questions around workplace themes: Engaged, Closely Aligned, Empowered to Execute, Respected and Supported, Enabled to Grow and Fairly Valued.

Talent Acquisition and Retention

We have an equitable pay model for all hiring. We determine the compensation offering prior to initiating the recruiting process to mitigate bias or demographics from influencing the offer amount to ensure fair and equitable pay. We are transparent about what we are offering and give candidates the opportunity to decide if it aligns with their needs. All candidates are informed of the initial offer details during the first phone call and are given the option to move forward in the process or withdraw. Collegium uses market data relevant to our company to determine compensation. All candidates are informed of our process to determine their compensation. We also provide employees with a total rewards statement that outlines the value of an employee’s base salary, bonus, equity and benefits in tangible dollars. It also provides employees with benchmark data for their position. We continue to provide employees with an annual total rewards statement as part of our yearly performance process.

We seek to identify, recruit, retain, incentivize, and integrate our existing and new employees. All full-time employees receive cash-based and stock-based compensation awards through the compensation cycle (stock-based compensation includes restricted stock units for the entire organization). The principal purposes of our equity and cash incentive plans are to retain, attract, and reward employees as they strive to increase shareholder value and contribute to the success of our company by motivating them to perform to the best of their abilities and achieve our company objectives. We offer a comprehensive and competitive benefit package to all full-time employees. Innovative benefit offerings include: medical, dental and vision benefits; flexible spending account; life and disability insurance; paid parental and caregiver leave; a 401(k) with a dollar-for-dollar matching contribution on the first 5% contributed by the employee; an employee stock purchase plan; a hybrid workweek that allows most employees to work from home up to two days each week;  annual employee charitable donation match to registered 501(c)(3) organizations; tutoring for employees’ children; a company-wide shut down during the last week of the year; complementary access to our onsite gym and a fully stocked snack and drink room available at our headquarters. In addition, through our Collegium Cares Program, employees can award points to colleagues for demonstrating our Core Values and Leadership Behaviors, which can be exchanged for rewards of their choosing.

Employee Training and Development

We encourage everyone on our team to fulfill their potential, explore their interests and bring their authentic best selves to Collegium. Throughout the year, we are intentional about identifying and facilitating ongoing learning and career growth opportunities so our team can uplevel their skills and continuously evolve as professionals.

We believe career development starts with good conversations, careers today are more a lattice than a ladder, breadth and depth of experience are valuable, career development is a shared partnership, and career growth is about consistent performance, capabilities, and business need.

All employees work closely with their managers to create an annual Individual Development Plan with specific objectives and actions. We encourage employees to build transferable and technical skills and to broaden their perspectives.

Strong, transparent leadership is central to Collegium’s success. We encourage employees at all levels to act as leaders, with our unique set of Leadership Behaviors — Head, Heart and Guts— complementing and reinforcing our Core Values within talent programs and employee experiences.

Our comprehensive performance review process ensures our employees are on track with their development throughout the year. Managers also have an opportunity to nominate individuals for our Emerging Leaders Program. This is an annual initiative comprising specialized assessments and training to prepare employees for management and leadership positions throughout the business and reaffirms our commitment to excellence in our industry.

In 2024, we launched the first cohort of the Director Development Program, which included 10 home office leaders. The Director Development Program is open to director and senior director leaders. It is a six-month course designed to grow and develop core leadership skills in alignment with our Leadership Behaviors in addition to building networks across the organization.

Embracing Differences

We embrace differences as they make our ideas richer and allow us to better serve patients. We are committed to fostering diversity in all shapes and forms: of experiences, perspectives, and backgrounds, as it allows us to approach the complex issues that face our industry from many different viewpoints.

We are unwavering in our commitment to treat our colleagues fairly, and we are open-minded and inclusive in our engagements with one another, our partners, and customers. We believe that when people feel appreciated and included, they are more creative, innovative, and successful, which in turn improves our business and performance and enhances shareholder value.

We strive to make every individual feel included, inspired and confident they will be seen, heard, and valued. Each of us is expected to be responsible for enabling one another to do our best work while being our authentic selves. Each one of us has an opportunity to appreciate our similarities, respect our differences and leverage our diversity to enable creativity, innovation, and excellence.

Environmental Impact

As responsible corporate citizens, it is important that we do our part to protect our planet. We evaluate our effect on the environment and seek opportunities to reduce the impact of our business operations.

In 2024, we exceeded our Operational Environmental Stewardship goal by meeting expectations for all activities and implementing at least one environmental stewardship program designed to reduce greenhouse gas emissions and/or waste at our headquarters office. In 2024, we introduced:

We continue our efforts to minimize our environmental impact through several initiatives, such as packaging our products in recyclable materials, repurposing unneeded information technology equipment through donations to STEM education non-profits, thereby reducing the impact of electronic waste, hosting environmental waste events, implementing in-office processes to minimize the use of consumables such as paper and plastic cups by offering reusable utensils and mugs and gradually transitioning to compostable alternatives, operating under a hybrid working model where employees are in the office part-time, thereby reducing car emissions associated with employee commuting, implementing clean-in-place manufacturing systems, enabling wastewater to be recycled and thereby reducing freshwater consumption and implementing optimized manufacturing processes that reduce processing time, resulting in decreased energy consumption.

We are working to achieve environmental and financial sustainability by transitioning to hybrid vehicles for our sales fleet. Our initiative to reduce standard internal combustion engine vehicles from our fleet began in 2021. We explored options to reduce the impact of our sales fleet and as such, integrating hybrid vehicles into our fleet became a strategic priority. We began offering hybrid vehicles as an option in our fleet program in 2022. We are on track to reach our goal of a fully hybrid fleet in 2025. As of December 2024, 99.9% (119 of 120) of our fleet vehicles are hybrid. As a result, the average mile per gallon achieved by our fleet vehicles is up 6% and our estimated CO2 emissions are down 2.8% since the prior year.

We are committed to enhancing our manufacturing efficiency and to continuous improvement of our environmental performance. Our primary focus is on recycling product packaging materials and integrating sustainability initiatives into our vendor supply chains. We review and update our commercial product vendor performance management and other operational policies annually. This enables us to minimize resource use and waste generation, optimize the use of raw materials and undertake continuous improvement in environmental performance.

We recognize the critical role data play in our ability to identify and implement environmental initiatives. In 2023, we began partnering with a third-party climate and sustainability expert to perform our inaugural greenhouse gas emissions assessment to measure the environmental footprint of our operations and product supply chain. In 2024, we made further progress in evaluating our footprint by performing our second annual

GHG assessment, improving the accuracy of our emissions inventories while following best practice carbon accounting principles and using the latest emissions factors.

Executive officers

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The following are biographical summaries of our executive officers and their ages as of the date of this proxy statement, except for Mr. Karnani, whose biography is included under the heading “Proposal 1: Election of Directors” set forth above:

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Advisory Vote to Approve Named Executive Officer Compensation

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Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, we are conducting a shareholder advisory vote on the compensation paid to our named executive officers. This proposal, commonly known as “say-on-pay,” gives our shareholders the opportunity to express their views on our named executive officers’ compensation. The vote is advisory, and, therefore, it is not binding on the Board, the compensation committee, or the Company. Nevertheless, the compensation committee will take into account the outcome of the vote when considering future executive compensation decisions. At the 2019 Annual Meeting, the shareholders indicated their preference that we solicit a “say-on-pay” vote annually. The Board has adopted a policy that is consistent with that preference.

As described in detail in the “Compensation Discussion and Analysis” section of this proxy statement, our executive compensation program is designed to attract, motivate and retain our named executive officers who are critical to our success. Our Board believes that our executive compensation program is well tailored to retain and motivate key executives while recognizing the need to align our executive compensation program with the interests of our shareholders and our “pay-for-performance” philosophy. We encourage our shareholders to read the “Compensation Discussion and Analysis” section as well as the “Summary Compensation Table” table below and other related compensation tables and narrative disclosures, which describe our executive compensation philosophy, programs, and practices and the 2024 compensation of our named executive officers.

We are asking our shareholders to indicate their support for the compensation of our named executive officers as described herein. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our executive compensation philosophy, programs, and practices as described in this proxy statement.

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Vote Required

Advisory approval of the compensation of our named executive officers requires the affirmative vote of a majority of the votes cast on this proposal. The votes cast “FOR” this proposal must exceed the votes cast “AGAINST” this proposal for the proposal to be approved. Abstentions and broker non-votes will not be counted as votes cast either “FOR” or “AGAINST” this proposal and, thus, will have no impact on the outcome of the vote.

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes our compensation strategy, philosophy, policies and practices underlying our executive compensation programs for 2024. It also provides information regarding the manner and context in which compensation was earned by and awarded to our 2024 named executive officers listed below, whom we refer to collectively as “named executive officers” or “NEOs.”

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Executive Summary

2024 Performance Highlights

2024 was a banner year for Collegium Pharmaceutical. Key highlights include:

Delivered Strong Financial Performance

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Generated Momentum in our Product Portfolio

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Strategically Deployed Capital

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2024 Compensation

In 2024, we continued to work to align our executive compensation programs with shareholder interests as compensation earned under these programs was substantially linked to the achievement of our corporate performance goals. In the judgment of the compensation committee, and our Board, the financial and operational performance of the company created substantial value for shareholders. Accordingly, and consistent with our pay-for-performance philosophy, the payouts under these programs for 2024 were substantially at or above target payout levels, given over-achievement against established performance targets.

Overview of Our Executive Compensation Program

We designed our executive compensation program to incentivize creation of long-term value for our shareholders through the achievement of strategic business objectives, while effectively managing the risks and challenges inherent to a growing biopharmaceutical company. Specifically, our executive compensation program is designed to promote the achievement of key strategic objectives by linking executives’ short- and long-term cash and equity incentives to the achievement of measurable performance goals. Our corporate goals for 2024 were primarily focused on executing on strategic business development and building organizational strength and commercial execution across our portfolio.

Our executive compensation programs are designed to be competitive with our peer group to enable us to attract, motivate, reward, and retain outstanding talent. Our compensation programs are based on the following key principles:

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Roles and Responsibilities of Participants in our Executive Compensation Process

Role of the Compensation Committee

Our compensation committee, which consists of three independent directors, has primary responsibility for overseeing and administering a compensation program for our named executive officers. In making executive compensation decisions, our compensation committee considers a variety of factors and data, most importantly our corporate performance and individual executives’ performance, and takes into account the totality of compensation that may be paid and compensation trends amongst our peer group. Our compensation committee retains the right to hire outside advisors as needed to assist it in reviewing and revising our executive compensation programs.

The responsibilities of the compensation committee are set forth in detail in the “Corporate Governance” section in this proxy statement and in the compensation committee charter, which can be found on our website at www.collegiumpharma.com under the caption “Investors-Corporate Governance-Committee Charters.” In particular, the compensation committee annually reviews the base salaries, cash incentives and equity compensation of our named executive officers and periodically reviews other elements of our compensation program.

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, 2024. 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 2024, but the fees for those services did not exceed $120,000 during the fiscal year ended December 31, 2024. 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.

Role of the Chief Executive Officer

Each year our Chief Executive Officer provides an assessment of the performance of each executive officer, other than himself, during the prior year and makes recommendations to our compensation committee about the compensation of each executive. Our Chief Executive Officer’s recommendations are based on numerous factors including:

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Our compensation committee reviews and considers the Chief Executive Officer’s recommendations together with all the other information presented, including the input and recommendations of its compensation consultant, in determining the elements of compensation and target compensation levels for each named executive officer. Our compensation committee makes a recommendation to the Board with respect to Chief Executive Officer compensation, which is ultimately approved by the Board.

Executive Compensation Philosophy and Strategy

Our executive compensation programs are designed to reward the achievement of our short- and long-term strategic objectives and to drive the creation of long-term shareholder value by successfully executing our business strategy. We aim to achieve this by designing programs that are:

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Components of our Executive Compensation Program

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:

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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.

The long-term equity incentive component of our executive compensation program is comprised of restricted stock units (“RSUs”) and performance share units (“PSUs”). The graphs below illustrate the mix of equity awards for 2024 (and again in 2025).

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The CEO mix illustrated above reflects the mix granted for Mr. Ciaffoni’s annual award in 2024 prior to his separation. When Mr. Karnani joined the Company in November 2024, he received an initial equity award 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.

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. Prior to 2024, the vesting period was four years. The compensation committee approved three-year vesting beginning in 2024 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 earned based on the relative ranking of our total shareholder return (“TSR”) over one- and three-year measurement periods versus the TSR of the S&P Pharmaceutical Select Industry Index.

2024 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. The graphs below show the mix of fixed versus variable compensation for our Chief Executive Officer and other named executive officers in 2024. 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).

*Reflects Mr. Ciaffoni’s mix determined prior to his separation.

We also believe our executive compensation should be structured to appropriately balance cash compensation with equity-based compensation. The graphs below show the mix of cash-based versus equity-based compensation for our Chief Executive Officer and other named executive officers in 2024. 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).

*Reflects Mr. Ciaffoni’s mix determined prior to his separation.

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:

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When determining the 2024 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 2024 peer group was selected in September 2023, our market capitalization was

at approximately the 48^th percentile of the peer group and our revenue was at approximately the 81^st percentile of the peer group.

For each of the companies in our peer group, where available, we analyze the 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 2024 compensation decisions consisted of the following companies:

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For 2024, the compensation committee removed Cara Therapeutics, Enanta Pharmaceuticals and Heron Therapeutics as they no longer fit with the peer criteria and added BioCryst Pharmaceuticals, Catalyst Pharmaceuticals, Dynavax Technologies and Innoviva due to overall fit relative to the peer criteria.

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Process for Determining Executive Compensation

Our Practices

Our compensation committee reviews and establishes, annually, the pay levels of each element of total compensation for our named executive officers.

Compensation decisions are based primarily on the following:

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To achieve the objectives described above, our compensation committee evaluates our compensation program with the goal of setting compensation at levels that are based on each executive’s level of experience, performance, and responsibility and that are competitive with those of other companies in our industry that we compete with for executive talent. The compensation committee seeks to ensure that our executive compensation program contains an appropriate amount of compensation for each of our executive officers that is “at risk” and subject to the achievement of critical business objectives.

Process for Establishing 2024 Compensation

Process for Determining Components of Executive Compensation

Our compensation committee reviewed market practices and compensation information from our 2024 peer group when designing the components of our 2024 executive compensation program. In particular, our compensation committee evaluated how our named executive officers’ compensation elements compare to the 25th, 50th and 75th percentiles of our peer companies’ comparably situated executives. Our compensation committee reviewed this information as reference points in its overall decision making and as indicative of the types and level of compensation necessary to attract, motivate and retain our executive officers. Our compensation committee set the actual amount of each element of compensation and the total compensation opportunity of each named executive officer based in part on its review of peer group data and in part on the other factors discussed above and below.

Base Salary Determinations

In determining the base salaries of our named executive officers, our compensation committee reviewed the base salaries of comparable executive officers in our 2024 peer group and relevant compensation surveys and considered our named executive officers’ compensation mix, capabilities, performance, and future expected contributions. Based on this review, the 2024 base salaries for our named executive officers positioned them, on average, around the market median compared to persons with comparable jobs within our 2024 peer group. Changes in the 2024 base salaries for our named executive officers as compared to 2023 are discussed under the caption entitled “2024 Executive Compensation of Our Named Executive Officers.”

Annual Cash Incentive Determinations

Our executive compensation programs place a heavy emphasis on performance-based compensation, and a critical component of that is our annual cash incentive program, in which all our employees, including our named executive officers, are eligible to participate. Awards made under our annual cash incentive program are directly tied to the achievement of our corporate performance goals, which are aligned with the Company’s short- and long-term strategic plans, as well as individual performance goals.

In setting our corporate performance goals for the annual cash incentive plans, we strive to identify a range of metrics that address both the near-term performance of our business, and the actions needed to create and sustain a solid foundation for long-term growth. We believe that our 2024 corporate performance goals align directly with the creation of near- and long-term value for our shareholders. We strive to establish challenging targets within each metric that motivate our named executive officers to achieve and exceed our corporate performance goals, while carefully considering that goals should not encourage inappropriate risk-taking.