Carlos Paya
About Carlos Paya
Carlos Paya, M.D., Ph.D., is an independent director nominee (to be elected at the May 15, 2025 annual meeting) with 35+ years across academia, big pharma, and biotech leadership. He is a Venture Partner at Abingworth (Carlyle) since Jan 2020, Chairman of Vaxcyte, Inc. since Oct 2021, former President/CEO of Immune Design (2011–2019), former President of Elan (2008–2011), and previously VP, Lilly Research Labs at Eli Lilly (2001–2008). Earlier, he was Professor of Medicine, Immunology, and Pathology and Vice Dean for clinical investigation at Mayo Clinic; he holds M.D. and Ph.D. degrees from the University of Madrid with postdoctoral training at Institut Pasteur (Paris) . He is deemed independent under Nasdaq rules (all nominees except the CEO are independent) and is standing for election to a one-year term at the 2025 meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Immune Design Corp. | President, CEO and Director | May 2011 – May 2019 | Led company to acquisition by Merck |
| Elan Corporation | President | Nov 2008 – Apr 2011 | Company later acquired by Perrigo |
| Eli Lilly & Company | Vice President, Lilly Research Laboratories | Sep 2001 – Nov 2008 | Senior R&D leadership |
| Mayo Clinic (Rochester, MN) | Professor of Medicine, Immunology & Pathology; Vice Dean, Clinical Investigation | Jan 1991 – Aug 2001 | Academic and clinical research leadership |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Vaxcyte, Inc. (NASDAQ: PCVX) | Chairman of the Board | Oct 2021 – present | Current public company chair |
| Highlight Therapeutics S.L. (private) | Chairman of the Board | Jan 2020 – present | Private immuno-oncology company |
| Abingworth LLP (Carlyle) | Venture Partner | Jan 2020 – present | Venture investing role |
| Ysios Capital; Launch Therapeutics | Senior Advisor | Current | Private life sciences/clinical development advisors |
| Standard BioTools, Inc. (NASDAQ: LAB) | Director; Chairman | Mar 2017 – Jan 2024; Chair May 2020 – Jan 2024 | Company merged with SomaLogic in Jan 2024 |
| Mallinckrodt plc (NYSE: MNK) | Director | May 2019 – Jun 2022 | Prior public company directorship |
Board Governance
- Committee assignments upon election (post-2025 Annual Meeting): Nominating & Corporate Governance Committee member (Chair: John Fallon, M.D.) .
- Independence: Board determined all non-employee directors and nominees (except CEO) are independent under Nasdaq rules; no family relationships disclosed .
- Board structure and leadership: Lead Independent Director (Gino Santini) to become Chairman after the 2025 meeting; separation of CEO and Chair roles; regular executive sessions .
- Attendance: In 2024, the Board held nine meetings and all then-serving directors attended at least 75% of board and committee meetings; Paya was not yet on the Board in 2024 .
- Risk oversight: Audit oversees financial/cyber risks; Compliance Committee oversees legal/compliance risk; Nominating & Governance oversees ESG; Compensation oversees incentive risk .
Fixed Compensation
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly; non-employee directors |
| Equity (annual RSUs) | $275,000 grant-date value | Vests at next annual meeting or 1-year from grant |
| Committee chair fees | Audit $20,000; Compensation $20,000; Nominating & Governance $10,000; Compliance $18,000 | Paid in cash, annually |
| Committee member fees | Audit $10,000; Compensation $10,000; Nominating & Governance $5,000; Compliance $9,000 | Paid in cash, annually |
| Chairman of the Board fee | $60,000 | Cash |
| Lead Independent Director fee | $25,000 | Cash |
| New director initial equity | $275,000 RSUs | One-year vest; mid-year appointees may receive full/50% based on timing |
For reference, 2024 non-employee director total compensation (cash + stock) ranged from ~$314K–$362K depending on roles (Paya not yet a director in 2024) .
Performance Compensation
| Performance metric(s) tied to director pay | Structure | Detail |
|---|---|---|
| None | N/A | Non-employee director equity awards are service-based RSUs; no performance metrics disclosed for director compensation |
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock |
|---|---|---|---|
| Vaxcyte, Inc. | Public | Chairman | Current external chair role |
| Standard BioTools, Inc. | Public | Director; Chairman | Former external chair; merged with SomaLogic in 2024 |
| Mallinckrodt plc | Public | Director | Prior public directorship; current COLL director Nancy Lurker also previously served on Mallinckrodt’s board (historical interlock) |
| Highlight Therapeutics S.L. | Private | Chairman | Private company chair role |
| Abingworth (Carlyle) | Private | Venture Partner | Venture role |
The Board states “No over-boarding” as a governance practice .
Expertise & Qualifications
- Deep biopharma operating experience: leadership roles at Eli Lilly (VP, Lilly Research Labs), Elan (President), Immune Design (CEO) .
- Academic and scientific credentials: Former Professor of Medicine, Immunology, and Pathology; Vice Dean for clinical investigation at Mayo Clinic; M.D./Ph.D. (University of Madrid); postdoc Institut Pasteur .
- Public company board leadership: current Chairman at Vaxcyte; former Chairman at Standard BioTools; prior director at Mallinckrodt .
- Advisory and investing: Venture Partner (Abingworth/Carlyle); Senior Advisor (Ysios Capital, Launch Therapeutics) .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership at COLL | Not listed among named individuals in the beneficial ownership table as of the March 25, 2025 record date (implies no reportable position as of that date) |
| Director stock ownership guidelines | 3x annual cash retainer (i.e., $150,000) within 5 years |
| Anti-hedging/anti-pledging | Directors prohibited from hedging, pledging, short sales, and derivatives on company stock |
| Compliance status (board-wide) | As of Jan 1, 2025, all directors/officers in compliance and/or within transition period for ownership guidelines |
Fixed/Performance Compensation Metrics (Director-Focused)
- Clawback policy: Company maintains an SEC/Nasdaq-compliant clawback covering erroneously awarded incentive compensation following a financial restatement (applies broadly; directors subject to policy for relevant awards) .
- Say-on-Pay environment: 2024 say-on-pay received ~99% support, indicating broad shareholder approval of compensation practices (signal of governance stability) .
Insider Trades (Form 4)
| Period | Activity | Notes |
|---|---|---|
| FY2024–Record Date FY2025 | Not disclosed in proxy | The DEF 14A does not list Form 4 transactions; refer to SEC filings for real-time updates |
Related-Party Transactions and Conflicts
- The proxy includes a related-party transactions policy and lists transactions since Jan 1, 2024; no specific transactions involving Dr. Paya are disclosed .
- Indemnification: Standard indemnification agreements in place for directors .
- Shared prior board service: Historical interlock with current director Nancy Lurker at Mallinckrodt plc (network link; not a disclosed conflict) .
Governance Assessment
- Strengths: Independent nominee with extensive drug development and public company board leadership; slated for Nominating & Governance Committee (supports board refresh/governance oversight). Strong alignment policies (stock ownership guidelines; anti-hedging/pledging; clawback). Board maintains majority independence, regular executive sessions, and robust risk oversight .
- Attention points: Multiple external roles (Chairman, Venture Partner, advisor) warrant standard monitoring for time commitments; the Board asserts “No over-boarding” policy. Historical interlock via Mallinckrodt with a current director is noted (network linkage, not a disclosed related-party relationship) .
- Overall investor-confidence signals: Strong prior say-on-pay support (~99% in 2024); Board leadership succession planned (Lead Independent Director to Chair post-AGM); committees fully independent .