Gino Santini
About Gino Santini
Age 68; independent director at Collegium Pharmaceutical since 2012, Lead Independent Director since May 2015, and designated to become Chairman immediately following the 2025 Annual Meeting. Former senior executive at Eli Lilly (1983–2010), including Senior Vice President, Corporate Strategy & Business Development (2007–2010) and President, U.S. Operations; holds a B.S. in Mechanical Engineering (University of Bologna, 1981) and an MBA (University of Rochester, 1983) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly and Company | Senior Vice President, Corporate Strategy & Business Development; Member, Executive Committee; President U.S. Operations | 1983–2010; SVP 2007–2010; Exec Committee 2004–2010 | Led corporate strategy and BD; senior operating leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Compass Therapeutics (NASDAQ: CMPS) | Chairman of the Board | Since Sept 2024 | Current public board service |
| Compass Pathways PLC | Director | Current (as disclosed) | Listed under “Other Public Directorships” |
| Intercept Pharmaceuticals (NASDAQ: ICPT) | Director | 2015–2023 | Prior public board |
| Horizon Therapeutics plc (NASDAQ: HZNP) | Director | 2012–2023 | Prior public board; relevant given CEO’s Horizon/Amgen background |
| Allena Pharmaceuticals (NASDAQ: ALNA) | Director | 2012–2022 | Prior public board |
| AMAG Pharmaceuticals (NASDAQ: AMAG) | Director/Chair | 2012–2020 | Prior public board |
| Vitae Pharmaceuticals (NASDAQ GS: VTAE) | Director | 2014–2016 | Prior public board |
| Sorin S.p.A. (Italy) | Director | 2012–2015 | Prior public board |
Board Governance
- Committee assignments: Compliance Committee Chair; Compensation Committee member (as of April 2, 2025). Post-Annual Meeting reconstitution: Compensation Committee member; Compliance Committee to be chaired by Nancy Lurker .
- Board leadership: Lead Independent Director; appointed to become Chairman immediately after the 2025 Annual Meeting, maintaining separation between CEO and Chair to reinforce oversight accountability .
- Independence: Board determined Santini (and all committee members) are independent under Nasdaq rules; the Board maintains regular executive sessions of independent directors .
- Attendance and engagement: All directors attended at least 75% of 2024 Board/committee meetings; 2024 meetings held—Board: 9; Audit: 8; Nominating & Corporate Governance: 2; Compensation: 5; Compliance: 3 .
- Risk oversight: As Compliance Chair, oversees significant compliance risk areas, program effectiveness, Code of Ethics updates, and reporting of regulatory investigations/issues to the full Board .
Fixed Compensation
| Component | 2022 | 2024 |
|---|---|---|
| Cash Retainer (Base) | $50,000 policy | $50,000 policy |
| Lead Independent Director Fee | $25,000 policy | $25,000 policy |
| Committee Fees (Compliance Chair; Compensation Member) | $18,000 (Compliance Chair); $9,000 (Comp Member) policy | $18,000 (Compliance Chair); $10,000 (Comp Member) policy |
| RSU Annual Grant (Fair Value) | $225,000 policy | $275,000 policy |
| Actual Cash Earned (Santini) | $87,883 | $103,000 |
| Actual Stock Awards (Fair Value, Santini) | $224,279 | $259,023 |
| Total (Santini) | $312,162 | $362,023 |
Notes:
- Annual director RSUs vest at the next annual meeting or first anniversary of grant; amounts determined by average 30-day share price prior to grant .
- Cash and fee structure paid quarterly; roles at the time explain Santini’s $103k cash total in 2024 (base + lead independent + compliance chair + compensation member) .
Performance Compensation
| Feature | COLLEGIUM Director Program | Metrics/Triggers |
|---|---|---|
| Equity vehicle | Time-based RSUs; annual grant sized to a fixed value | No performance metrics; service-based vesting only |
No director PSUs or option awards are part of the standard non-employee director program; equity is not tied to revenue/EBITDA/TSR for directors (those metrics apply to NEO PSUs, not directors) .
Other Directorships & Interlocks
- Current public boards: 2 (as disclosed in Board overview) .
- Potential interlocks: Santini served on Horizon’s board (2012–2023); current CEO Vikram Karnani joined Collegium from Amgen following its acquisition of Horizon. The Board has affirmed director independence and uses a robust related-party transaction review policy via the Audit Committee; no Santini-related transactions are disclosed in the proxy .
Expertise & Qualifications
- Corporate strategy, business development, and international commercial leadership from Eli Lilly executive roles (including U.S. operations leadership) .
- Compliance oversight expertise through long-standing chair role; Board skill matrix emphasizes operational and governance experience across directors (matrix used for nominations) .
Equity Ownership
| Metric | 2022 | 2024 | 2025 |
|---|---|---|---|
| Shares Beneficially Owned (Santini) | 100,950 | 100,801 | 98,702 |
| Options Outstanding (Exercisable) | 65,568 (as of 12/31/2022) | 65,568 (all exercisable, as of 12/31/2024) | — |
| RSUs Outstanding | 32,730 (as of 12/31/2022) | 50,215 (as of 12/31/2024) | — |
| Ownership Guidelines | 3x annual cash retainer for directors; all directors/executives in compliance or within transition period as of Jan 1, 2025 | ||
| Hedging/Pledging | Prohibited under insider trading policy; no pledging allowed |
Governance Assessment
- Strengths: deep operating and BD experience; strong compliance oversight; leadership continuity with transition to independent Chairman; independence affirmed; consistent meeting attendance; director ownership guidelines in place; anti-hedging/pledging; clawback policy maintained (updated for SEC/Nasdaq rules) .
- Compensation alignment: Director pay emphasizes equity (annual RSUs) plus modest cash retainers; year-over-year policy changes increased director RSU value ($225k→$275k) and compensation committee fees ($18k/$9k→$20k/$10k), modestly raising guaranteed compensation—watch for pay inflation risk but structure remains standard for peers .
- Red flags: None disclosed regarding related-party transactions; potential relationship proximity (Horizon/Amgen) noted but Board independence preserved via policy and determinations; Board highlights “no over-boarding” and majority independent committees, mitigating entrenchment risk .
Shareholder confidence signal: Say-on-pay support at ~99% in 2024 suggests broad investor alignment with Collegium’s compensation governance framework (though focused on executives, it reflects overall governance rigor) .
Notes on Insider Trades
Form 4 transaction data for Santini at COLL was not available via our insider-trades retrieval during this session; the 2025 proxy does not list director-specific Form 4 activity. We therefore omit an insider trades table consistent with “skip if not disclosed” and note that the Audit Committee oversees any related-party matters under the company’s policy .