David B. Colleran

About David B. Colleran

Executive Vice President, General Counsel and Secretary at Anika Therapeutics since March 2020; age 53. Previously SVP, General Counsel, Secretary and Chief Compliance Officer at Insulet (2015–2019), senior legal roles at Covidien (2006–2015), Corporate Counsel at Ocean Spray, and earlier an attorney at Choate, Hall & Stewart. Education: B.A. in Political Science (Boston College) and J.D. (Boston College Law School) . Company performance during 2024 included Adjusted EBITDA of $15.5M, Operating Cash Flow of $5.4M, international OA Pain Management revenue +16% YoY, and portfolio realignment via divestitures; Colleran’s annual bonus paid at 81% of target reflected 2024 results against financial (70% weight) and strategic (30% weight) goals .

Past Roles

Fixed Compensation

Notes:

• 2024 base salary reflects merit cycle change; 2024 annualized base set at $486,340 (3.5% increase), with salaries reported on an earned basis .
• 2024 target bonus levels for NEOs were generally unchanged versus prior year for comparable roles .

Performance Compensation

2024 Annual Bonus Structure and Outcome

2024 Equity Grants (Award mechanics and vesting)

Program design notes:

• Long-term incentives for NEOs in 2024 were approximately 50% Phantom RSUs and 50% performance-based, premium-priced stock options (exercise at 110% of grant-date close) .
• Company indicated a 2025 shift away from premium-priced options toward performance-based RSUs with stock-price and strategic targets; bonus plan formalized with threshold/target/maximum levels .

Outstanding Equity as of 12/31/2024 (Selected Awards)

Reference price for market values: $16.46 NASDAQ close on 12/31/2024 . All listed Colleran option exercise prices exceed $16.46, implying these options were out-of-the-money as of 12/31/2024 . Company also disclosed premium-priced options were “underwater” as of 12/31/2024 in realizable pay analysis (CEO example) .

Equity Ownership & Alignment

• Beneficial ownership: 1.28% of common stock; includes 138,030 stock options exercisable within 60 days of April 21, 2025 (beneficial ownership calculation per SEC rules) .
• Stock ownership guidelines: CEO 3x base salary; other executive officers (including EVP GC) 1x base salary; initial compliance period five years; each NEO is currently in compliance or within the five-year grace period .
• Hedging/pledging: Company policy prohibits hedging and pledging of company stock; any pledge exception requires CFO approval; pre-clearance and 10b5-1 plan requirements also apply .
• Insider trading governance: Pre-clearance required for designated insiders; short sales and derivatives prohibited .

Employment Terms

• Executive retention agreement (EVP, GC):
  • Termination without cause/for good reason (not CIC): 12 months’ salary continuation and 12 months’ health benefits at active rates .
  • CIC “double-trigger” (termination without cause/for good reason within 3 months before or 12 months after a change in control): 1.5x the sum of 12 months’ salary plus target bonus, 18 months’ health benefits at active rates, and full vesting of outstanding equity awards for post-1/29/2019 grants .
  • 280G excise tax cutback applies; no excise tax gross-ups .
• Potential payments if terminated as of 12/31/2024:
  • Without cause/for good reason (non-CIC): $486,340 salary continuation; $19,749 health benefits; total $506,089 .
  • CIC double-trigger: $486,340 salary continuation; $328,253 additional cash; $624,459 equity vesting value; $29,623 health; total $1,468,675 (options assumed not exercised if out-of-the-money at $16.46) .
• Clawback: Compensation Recovery Policy adopted November 27, 2023; applies to incentive-based compensation for current/former executive officers for 3 years preceding a required financial restatement .

Investment Implications

• Pay-for-performance structure: 2024 total direct comp mixes 50% premium-priced options and 50% RSUs; bonuses tied 70% to financials and 30% to strategic outcomes; Colleran’s 81% of target payout aligns with below-target corporate results (78%) but with modest individual adjustment . Underwater options at year-end reduce near-term monetization risk and increase dependence on future stock price appreciation .
• Vesting-driven flows: RSUs and options vest in annual tranches beginning on the first anniversary of grant; expect potential periodic sales around vesting windows (subject to pre-clearance/10b5-1) to cover taxes/liquidity, implying modest, predictable selling pressure rather than discretionary de-risking .
• Alignment and governance: Ownership guidelines, clawback policy, hedging/pledging prohibitions, and absence of excise tax gross-ups are shareholder-friendly features that strengthen alignment and reduce governance risk .
• Retention/transition risk: Severance provides 12 months’ cash protection, rising to 1.5x salary+target bonus on a double-trigger CIC, with equity acceleration—adequate retention without excessive parachute risk; potential CIC payment magnitude of ~$1.47M (12/31/24 basis) contextualizes change-of-control incentives .
• Broader shareholder oversight: Say-on-pay support ~89% in 2024 indicates general investor approval; significant holders (e.g., Trigran 14.92%, Caligan 9.94%) may continue to influence capital allocation and incentive design rigor .

Supporting Data

2024 Key Company Metrics Referenced

2024 Executive Compensation (SCT excerpt for Colleran)