Colleen Tupper
About Colleen Tupper
Colleen Tupper is Executive Vice President and Chief Financial Officer of Collegium Pharmaceutical (COLL). She joined Collegium in May 2021 after senior finance roles at Takeda and Shire, holds a B.S. in Accounting from Franklin Pierce University, and is 49 years old . Under her finance leadership in 2024, Collegium exceeded corporate targets: Total Net Revenue $631.4M vs. $622.4M goal and Adjusted EBITDA $401.2M vs. $354.8M goal; the company’s 2024 corporate scorecard earned a 145.4% rating, and the 2024 TSR segments in PSU awards paid at 100% of target (50th percentile) while cumulative PVP TSR value was $139.21 (vs. peer $118.20) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Takeda (U.S. Business Unit) | Chief Financial Officer, U.S. Business Unit; member, U.S. Business Unit ELT and Global Finance LT | Jan 2019 – Apr 2021 | Senior P&L leadership and integration experience post-Shire acquisition |
| Shire Pharmaceuticals | VP U.S. Commercial Finance; VP Finance Integration Lead; VP Head of Finance Global Neuroscience & Ophthalmics | — | Progressive finance leadership roles across commercial and global franchises |
| Antigenics (now Agenus) | Finance and accounting roles | — | Early career finance foundation |
External Roles
No external public company directorships disclosed for Ms. Tupper .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 458,089 | 485,574 | 514,708 |
| Target Bonus (% of Salary) | — | 50% | 50% |
| Cash Bonus/Other ($) | — | — | 30,000 |
| Non-Equity Incentive (Annual Bonus Earned) ($) | 371,762 | 275,063 | 470,733 |
| Stock Awards (Grant-Date Fair Value) ($) | 1,470,615 | 1,952,212 | 2,152,334 |
| Total Compensation ($) | 2,318,904 | 2,734,857 | 3,189,972 |
2024 Annual Bonus Calculation
| Item | Value |
|---|---|
| Target Bonus % | 50% of base salary |
| Corporate Performance Multiplier | 145.40% |
| Individual Performance Multiplier | 125% |
| Actual Payout ($) | 470,733 |
Performance Compensation
2024 Annual Incentive – Metrics, Weighting, and Outcome
| Corporate Category | 2024 Goal | 2024 Performance | Weight | Achievement Rating |
|---|---|---|---|---|
| Total Net Revenue | Net Revenue of $622.4M | Net Revenue of $631.4M | 30.0% | 34.5% |
| Adjusted EBITDA | Adjusted EBITDA of $354.8M | Adjusted EBITDA of $401.2M | 40.0% | 43.5% |
| Business Development | Complete ≥1 transaction expected to generate revenue ≥$150M | Closed Ironshore acquisition | 20.0% | 30.0% |
| Loss of Exclusivity & Label Enhancements | Achieve 6‑month pediatric extension for Nucynta | Achieved 6‑month pediatric extension | 15.0% | 15.0% |
| COP Optimization | Complete end‑to‑end Belbuca value chain (ARx) by 12/31/24 | PAS approved 9/10/24 | 10.0% | 15.0% |
| Environmental Stewardship | Complete GHG Baseline Assessment, first emissions calculation | Completed GHG Baseline Assessment | 5.0% | 7.5% |
| Overall Corporate Rating | — | — | — | 145.4% |
Long-Term Incentives (Structure and 2024 Grants)
- PSU design: Relative TSR vs. S&P Pharmaceutical Select Industry Index; annual segments (2024/2025/2026) 20% each and cumulative 2024–2026 segment 40%; payout 0–200%; TSR measured on 30-day averages; vesting subject to employment .
- 2024 PSU segment performance: 50th percentile → 100% of target for 2023 PSU and 2024 PSU segments (Tupper earned 3,480 shares for the 2024 segment) .
- 2024 Grant to Tupper: RSUs 40,600 and PSUs (target) 17,400; grant date Feb 12, 2024; aggregate stock award grant-date fair value $2,152,334 .
| LTIP Component (2024) | Grant Date | Units | Fair Value ($) |
|---|---|---|---|
| RSUs | 2/12/2024 | 40,600 | 1,368,220 |
| PSUs (at Target) | 2/12/2024 | 17,400 | 784,113 (sum of PSU line items) |
| Total Stock Awards | 2/12/2024 | 58,000 | 2,152,334 |
PSU Earn-Outs (Illustrative History)
| Award | Total PSUs Granted | 2024 Segment Target (20%) | 2024 Segment Earned | Cumulative 2022–2024 (40%) Earned |
|---|---|---|---|---|
| 2022 PSU (Tupper) | 22,500 | 4,500 | 4,385 | 15,231 |
| 2023 PSU (Tupper) | 19,305 | 3,861 | 3,861 | — |
Equity Vesting Flow (Liquidity Consideration)
| 2024 Equity Activity | Shares | Value ($) |
|---|---|---|
| Stock Awards Vested | 65,742 | 2,215,505 |
| Options Exercised | — | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 42,184 shares; less than 1% of outstanding |
| Unvested RSUs (12/31/24) | 10,500 (2021); 45,866 (2022); 37,645 (2023); 44,080 (2024) |
| Unearned PSUs (12/31/24) | 23,166 (2023 PSUs); 27,840 (2024 PSUs) |
| Stock Ownership Guidelines | EVPs must hold stock equal to 1x base salary within five years; holding requirements apply until compliant; counting rules include outright, vested RSUs, and vested in-the-money options; PSUs unearned excluded |
| Anti-Hedging/Pledging | Hedging, short sales, derivatives, and pledging/margin accounts are prohibited |
| Clawback | Dodd-Frank compliant policy recovers erroneously awarded incentive comp for 3 years preceding a restatement |
Employment Terms
| Provision | Standard Termination (Without Cause/Good Reason, non‑CoC) | Change-in-Control Termination (within 12 months post‑CoC) |
|---|---|---|
| Salary Continuation | 12 months (e.g., $518,000) | 18 months (e.g., $777,000 lump sum) |
| Bonus Severance | 100% of target (e.g., $259,000) | 150% of target (e.g., $388,500 lump sum) |
| Benefits | COBRA premium waiver for 12 months (e.g., $26,217) | COBRA premium waiver for 18 months (e.g., $39,326) |
| Equity | Time-based equity that would vest during severance period accelerates; performance-based vests pro‑rata based on achievement through termination | Unvested equity accelerates; value example: $5,417,629 |
| Restrictive Covenants | 12‑month non‑compete/non‑solicit; perpetual confidentiality | Same |
| Example Total | $2,962,739 (as of 12/31/24 scenario) | $6,622,455 (as of 12/31/24 scenario) |
Performance & Track Record (Company Under Her Tenure)
| Indicator | 2024 Outcome |
|---|---|
| Product Momentum | Jornay PM prescriptions +31% YoY; Belbuca +3.8% YoY |
| Business Development | Closed Ironshore acquisition; expanded into neuropsychiatry (ADHD) |
| Capital/Balance Sheet | Secured $646M financing, refinanced debt −300 bps; called/redeemed $26.4M 2.625% converts due 2026 |
| Capital Returns | $60M share repurchases in 2024 |
| Liquidity | >$162M cash & marketable securities at year-end 2024 |
| Corporate Scorecard | 145.4% (overachievement vs. financial and strategic goals) |
| Pay vs. Performance | TSR value $139.21 vs. peer $118.20; Adjusted EBITDA $401M; Net Income $69M (2024) |
Compensation Structure Analysis
- Mix and leverage: Annual bonus tied predominantly to revenue and Adjusted EBITDA with a corporate performance multiplier outcome of 145.4% in 2024, while PSUs use relative TSR to align with shareholder outcomes; Tupper’s 2024 PSU annual segment earned at 100% of target and 2022 PSU cumulative segment paid above target (169.23% company-level outcome) .
- Equity instrument mix: For non-CEO NEOs, 2024 LTIs allocated ~70% RSUs and 30% PSUs (target), including Tupper’s 58,000 total units (40,600 RSUs; 17,400 PSUs) .
- Shareholder alignment safeguards: Strict anti-hedging/pledging policy, Dodd-Frank clawback, and stock ownership guidelines for EVPs at 1x salary (5-year compliance horizon) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~99%, indicating broad shareholder support for the program’s structure and outcomes .
Investment Implications
- Pay-for-performance alignment: Cash incentives overweight revenue and Adjusted EBITDA and were paid above target based on 2024 outperformance, while LTI PSUs hinge on relative TSR, with 2024 segments paying at 100% of target—aligning incentives with both operating execution and shareholder returns .
- Retention and supply overhang: Significant unvested RSUs/PSUs (e.g., 44,080 2024 RSUs; 27,840 2024 PSUs unearned at 12/31/24) and 2024 vesting of 65,742 shares suggest ongoing equity-based retention but may create periodic selling to cover taxes upon vesting .
- Change-in-control economics: Double-trigger CoC protections for Tupper total an illustrative $6.62M scenario, with substantial equity acceleration that meaningfully aligns her with deal outcomes while limiting retention risk in strategic scenarios .
- Governance risk mitigants: Prohibitions on hedging/pledging and a formal clawback reduce alignment risks; no excise tax gross-ups and no option repricing per compensation policies .