David Dieter
Executive Vice President, General Counsel and Corporate Secretary at COLLEGIUM PHARMACEUTICAL
Executive
About David Dieter
David Dieter is Executive Vice President, General Counsel and Corporate Secretary of Collegium Pharmaceutical (COLL), appointed effective March 17, 2025; he is 61 and holds a B.A. in Economics (University of Tennessee) and a J.D. (University of Illinois College of Law) . He was an independent legal advisor (Oct 2024–Feb 2025) and previously Vice President, Legal (Oct 2021–Feb 2024) and Associate General Counsel (Jan 2017–Oct 2021) at Horizon Therapeutics USA; earlier roles included leadership positions at Takeda, and law firm experience at Freeborn & Peters and Perkins Coie . For context on COLL’s pay-for-performance framework, 2024 corporate goals achieved 145.4% driven by Total Net Revenue of $631.4M vs $622.4M target and Adjusted EBITDA of $401.2M vs $354.8M target . The company’s 2024 pay-versus-performance table shows a cumulative TSR value of $139.21 vs peer $118.20 and net income of $69M .
Past Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| Collegium Pharmaceutical (COLL) | EVP, General Counsel & Corporate Secretary | Mar 2025–present | Executive officer; corporate secretary duties and legal leadership |
| Independent legal advisor (biopharma) | Senior advisor (independent) | Oct 2024–Feb 2025 | Provided advisory services in biopharma |
| Horizon Therapeutics USA, Inc. | Vice President, Legal | Oct 2021–Feb 2024 | Managed internal/external counsel; advised leadership incl. international expansion |
| Horizon Therapeutics USA, Inc. | Associate General Counsel | Jan 2017–Oct 2021 | Assisted with business development transactions |
| Takeda | Vice President, Government Affairs; Associate General Counsel, Commercial Law | Prior to 2017 | Multiple leadership roles |
| Freeborn & Peters (now merged with SGR) | Partner | Earlier | Law firm partner experience |
| Perkins Coie | Associate | Earlier | Early career associate |
Performance Compensation
Annual Cash Incentive Plan (Company 2024 NEO framework)
| Metric | Weighting | Target | Actual | Achievement Rating |
|---|---|---|---|---|
| Total Net Revenue | 30.0% | $622.4M | $631.4M | 34.5% |
| Non-GAAP Adjusted EBITDA | 40.0% | $354.8M | $401.2M | 43.5% |
| Business Development | 20.0% | ≥1 transaction generating ≥$150M revenue | Closed Ironshore acquisition | 30.0% |
| Loss of Exclusivity & Label Enhancements | 15.0% | 6-month pediatric extension for Nucynta | Achieved 6-month pediatric extension | 15.0% |
| COP Optimization | 10.0% | End-to-end Belbuca value chain (ARx) by 12/31/24 | PAS approved 9/10/24 | 15.0% |
| Environmental Stewardship | 5.0% | GHG baseline + first emissions calculation | Completed GHG baseline | 7.5% |
| Total | 100% | — | — | 145.4% overall |
Long-Term Incentives (PSUs – structure and 2024 results)
- PSU performance metric: relative TSR vs S&P Pharmaceutical Select Industry Index; annual segments 2024/2025/2026 at 20% each and cumulative 2024–2026 at 40%; payout 0–200% of target; measured with 30-day average price convention .
- 2024 TSR segment results: 48.72 percentile for 2022 PSU (97.44% payout), 50th percentile for 2023 and 2024 PSUs (100% payout for 2024 segment) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Record Date: Mar 25, 2025) | David Dieter: — shares; less than 1% of outstanding |
| Options/RSUs exercisable or vesting within 60 days | 0 (includes zero shares subject to options exercisable and RSUs vesting within 60 days) |
| Shares outstanding (basis for percentages) | 32,131,798 shares |
| Hedging/derivatives | Prohibited (no short sales, no puts/calls/derivatives) |
| Pledging/margin | Prohibited (no pledging or margin accounts) |
| Stock ownership guidelines | EVP multiple: 1x salary; achieve within 5 years of becoming subject to the guidelines |
Employment Terms
| Provision | Current Disclosures (applicable to NEOs; Dieter-specific terms not yet disclosed) |
|---|---|
| Clawback | SEC/Nasdaq-compliant policy; recoup “erroneously awarded compensation” for 3 years preceding a restatement |
| Anti-hedging/pledging | Hedging/monetization and pledging prohibited for employees, officers, directors |
| Change-in-control (double-trigger) – EVP framework (12/31/24) | For then-serving EVPs (CFO, CAO/GC, CCO, CMO): salary continuation 18 months; cash incentive 150% of target; benefits continuation 18 months; unvested RSUs/PSUs vesting valued using $28.65 stock price at 12/31/24; options had no disclosed incremental value in table |
| Death/Disability (CEO/PEO terms shown for context) | Prior-year CEO agreements: payment of prior-year bonus; prorated current-year bonus; immediate vesting of unvested equity; 12 months COBRA premium waiver |
| Ownership guidelines | EVP 1x salary; 5-year compliance horizon |
| Historical GC agreement precedent (prior GC) | Prior GC (Kuhlmann) historical agreements included non-solicit post-termination (9 months) and change-in-control vesting provisions; terms were specific to earlier agreements and may not reflect current GC contract |
Fixed Compensation (context from 2024 proxy; Dieter’s 2025 package not yet disclosed)
| Role (2024) | Full-Year Base Salary ($) | Target Annual Cash Incentive (% of Salary) |
|---|---|---|
| Chief Administrative Officer, General Counsel & Secretary (Kuhlmann) | 529,000 | 50% |
Note: David Dieter was appointed in March 2025; his individual base salary, target bonus, and initial equity grants were not disclosed in the 2025 proxy or subsequent 8-Ks reviewed. The company did announce his appointment on March 17, 2025 .
Performance & Track Record (Company context)
| Metric (FY 2024) | Result |
|---|---|
| Total Net Revenue | $631.4M |
| Adjusted EBITDA | $401.2M |
| Cumulative TSR (value of $100 initial investment) | $139.21 (peer: $118.20) |
| Net Income | $69M |
Investment Implications
- Near-term insider selling pressure appears limited for Dieter: at the record date he reported no beneficial ownership and had no options exercisable or RSUs vesting within 60 days, reducing imminent supply from vesting or option exercises .
- Alignment mechanisms are robust: EVPs must hold stock equal to 1x salary within five years, and the company prohibits hedging and pledging, supporting long-term alignment and reducing risk of forced sales or hedged exposure .
- Incentive design is performance-weighted: annual cash incentives stress revenue and Adjusted EBITDA, and PSUs hinge on relative TSR across annual and three-year horizons (0–200% payout), linking eventual realized pay to shareholder returns and operating performance .
- Change-in-control economics for EVPs (as disclosed for 2024 NEOs) include 18 months’ salary, 150% target bonus, benefits continuation, and equity acceleration—supportive of retention but representing meaningful potential payouts in a transaction scenario; Dieter’s specific agreement was not filed as of the documents reviewed .
Sources: Collegium DEF 14A (Mar 28, 2025) and 8-Ks (Feb–May 2025) as cited above.