John Fallon
About John Fallon
Independent director since 2016; age 77. Board-certified internist with an MD (Tufts), MBA (University of South Florida), and 20+ years in clinical practice; former Chief Physician Executive at Blue Cross Blue Shield of Massachusetts, CEO of SUNY Downstate clinical affairs, and senior leadership roles at Partners Healthcare and major physician-hospital organizations . Current independence affirmed under Nasdaq rules; not an executive of Collegium; all directors except the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Cross Blue Shield of Massachusetts | SVP & Chief Physician Executive | 2004–2015 | Led medical policy; enterprise risk and quality oversight |
| SUNY Downstate Medical Center | CEO for Clinical Affairs | Prior to 2004 | Ran University Hospital of Brooklyn and faculty practice plan |
| Partners Healthcare System | Chairman, Physician Network | Prior | Network governance and physician alignment |
| Charter Professional Services Corp. | CEO | Prior | Physician-hospital organization leadership |
| North Shore Health System | Founder & CEO | Prior | Built large physician-hospital organization in MA |
| Clinical Practice | Internal Medicine | 20+ years | Board Certified; residency at Boston City Hospital |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Insulet Corporation (NASDAQ:PODD) | Director | 2012–2021 | Medical devices board experience |
| AMAG Pharmaceuticals (NASDAQ:AMAG) | Director | 2014–Nov 2020 | Specialty pharma; company acquired |
| Exact Sciences (NASDAQ:EXAS) | Director | 2016–2019 | Molecular diagnostics |
| NEHI (Network for Excellence in Health Innovation) | Chairman | Prior | Health policy organization |
| Various non-profit boards (Alliance for Healthcare Improvement, Massachusetts Health Quality Partners, MA E‑Health Collaborative, Neighborhood Health Plan) | Director/Member | Prior | Health quality and e-health governance |
Board Governance
- Current committee assignments and roles (pre- and post-2025 Annual Meeting):
- 2024: Chair, Nominating & Corporate Governance; Member, Audit; Member, Compliance .
- Post-Annual Meeting reconstitution: Audit (member), Nominating & Corporate Governance (Chair), Compliance (member) .
- Independence: Independent under Nasdaq Listing Rules; no family relationships disclosed with executives/directors .
- Attendance: Board met 9 times in 2024; all directors attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Lead Independent Director/Chair: Gino Santini serves as Lead Independent Director and will become Chairman following the 2025 Annual Meeting; not Fallon .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 50,000 | Paid quarterly |
| Committee chair fee (Nominating & Corporate Governance) | 10,000 | Applies when chair |
| Committee member fees | Audit: 10,000; Compliance: 9,000 | Applies per membership |
| Meeting fees | None disclosed | Policy shows no per-meeting fees |
| 2024 cash paid (John Fallon) | 69,000 | Sum of retainer + committee fees actually applicable in 2024 |
Performance Compensation
| Element | Grant Mechanics | 2024 Value ($) | Vesting |
|---|---|---|---|
| Annual RSU grant to non-employee directors | Dollar value set at $275,000 divided by 30-day average price before grant | 259,023 (Fair Value at $33.67) | Vests at earlier of next annual meeting or 1st anniversary |
| 2024 stock awards (John Fallon) | RSUs per director policy | 259,023 | As above |
| Options to directors | Not part of annual policy; legacy options outstanding | N/A | Legacy options exercisable (see Equity Ownership) |
Performance metric design (for executives; directors receive service-based RSUs):
- Company-wide incentive design emphasizes pay for performance; key metrics include Total Net Revenue, Adjusted EBITDA, Business Development, Pediatric exclusivity, and ESG stewardship on scorecard . Relative TSR drives PSU vesting for executives; clawback applies to incentive pay .
Other Directorships & Interlocks
| Current Public Boards | Committee Roles | Interlocks/Conflicts |
|---|---|---|
| None | N/A | No current public company interlocks disclosed; no related-party transactions involving Fallon disclosed in 2024–2025 filings . |
Expertise & Qualifications
- Clinical and payer expertise (BCBSMA Chief Physician Executive); deep experience in care quality, compliance, and risk oversight .
- Governance leadership (chair of Nominating & Corporate Governance; prior chair roles at NEHI) with ESG oversight in committee remit .
- Prior board experience across medtech, specialty pharma, and diagnostics, strengthening commercial and regulatory perspectives .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Beneficial ownership (shares) | 111,711 | As of record date (March 25, 2025) |
| Options outstanding (exercisable) | 56,868 | All exercisable; director legacy options |
| RSUs outstanding (as of 12/31/2024) | 7,693 | Director RSUs from annual grant; vest on annual schedule |
| Shares counted toward guidelines | Includes outright and vested awards per policy | Directors required to hold ≥3x cash retainer; all directors in compliance or within transition period as of Jan 1, 2025 |
| Pledging/Hedging | Prohibited | Insider trading policy forbids hedging/pledging and derivatives |
Governance Assessment
-
Strengths
- Independence, long service, and broad healthcare governance experience (payer, provider, and biopharma) align with Collegium’s compliance and ESG oversight needs .
- Active committee leadership (Nominating & Corporate Governance Chair) and participation across Audit and Compliance indicates high engagement; 2024 attendance thresholds met; attendance at annual meeting confirms engagement .
- Director compensation structure is balanced (cash retainer + time-based RSUs), with ownership guidelines and anti-hedging/pledging reinforcing alignment; no tax gross-ups, no option repricing; use of independent compensation consultant for executive pay indicates robust governance processes .
- No over-boarding policy and majority independent board; regular executive sessions of independent directors strengthen oversight .
-
Potential risks/RED FLAGS
- Tenure and age: at 77 with nearly a decade on the board, ensure ongoing refresh and succession planning for committee leadership continuity (board pursuing refresh; new director additions in 2025) .
- Related-party transactions: none disclosed for Fallon; policy in place via Audit Committee review—continue monitoring .
- Attendance specifics: while above 75%, detailed individual attendance not provided; continued monitoring advisable .
-
Signals affecting investor confidence
- Governance practices (majority vote resignation policy, ESG oversight within Nominating & Governance, compliance committee, independent consultant, clawback, ownership guidelines) collectively positive for board effectiveness and shareholder alignment .
- Director compensation scale and mix in 2024 (cash $69k; equity $259k) is consistent with industry norms and tied to service (not performance), reducing pay-for-performance conflicts for independent directors .
Overall, John Fallon’s profile (clinical/scientific credibility, payer leadership, and multi-sector board experience) fits critical governance roles at Collegium, particularly in Nominating & Governance, Audit, and Compliance, with no disclosed conflicts and strong alignment mechanisms through ownership guidelines and anti-hedging/pledging policies .