John Freund
About John Freund, M.D.
Independent director (age 71) serving on Collegium’s board since 2014; chairs the Compensation Committee and sits on the Audit Committee. He is independent under Nasdaq rules, and the board reported all directors met at least 75% attendance in 2024; all directors attended the 2024 annual meeting . Core credentials include co-founding Skyline Ventures and Intuitive Surgical, senior operating roles at Acuson, and investment banking leadership at Morgan Stanley; degrees: AB (Harvard College), MD (Harvard Medical School), MBA (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skyline Ventures | Co‑founder; Managing Director | 1997–2023 | Led life sciences venture investing |
| Intuitive Surgical, Inc. | Co‑founder; Director | 1995–2000 | Early governance at leading surgical robotics firm |
| Acuson Corporation | Executive Vice President | 1988–1994 | Senior operating leadership |
| Morgan Stanley Venture Partners | General Partner | 1987–1988 | Venture investing |
| Morgan Stanley & Co. | Co‑founded Healthcare Group (Corp. Finance) | 1983–1988 | Built healthcare investment banking franchise |
| Arixa Pharmaceuticals | Co‑founder; CEO | 2016–2020 | Company acquired by Pfizer in 2020 |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Sutro Biopharma, Inc. (NASDAQ: STRO) | Director | 2014–present | Public board |
| SI‑Bone, Inc. (NASDAQ: SIBN) | Director | 2013–present | Public board |
| Capital Group U.S. registered funds | Director (14 funds) | Ongoing | Investment fund governance |
Board Governance
- Committee assignments: Chair, Compensation Committee; member, Audit Committee . After reconstitution post‑Annual Meeting, Freund continues on Audit (with Fallon, Bohlin; Bohlin as chair) and chairs Compensation (with Lurker and Santini) .
- Independence: Board determined all directors and nominees except the CEO are independent under Nasdaq rules; regular executive sessions held .
- Attendance/engagement: Board met 9 times in 2024; committees—Audit (8), Nominating (2), Compensation (5), Compliance (3). All directors met ≥75% attendance; all directors attended the 2024 annual meeting .
- Majority vote resignation policy for directors is in place .
- Compensation Committee governance: Uses independent consultant (Alpine Rewards), with independence assessed and no conflicts; oversees clawback policy and stock ownership guidelines .
- Say‑on‑pay: 2024 advisory vote approval ~99%—strong shareholder support, reflecting alignment of pay practices .
- Anti‑hedging/pledging: Company policy prohibits hedging, short sales, derivatives, and pledging of company stock by directors .
- Equity plan safeguards: 2025 Equity Incentive Plan prohibits repricing without shareholder approval, requires true change‑in‑control, sets minimum 1‑year vesting (with a 5% carve‑out), and caps director compensation under the plan .
Fixed Compensation
| Component | Freund 2024 Amount ($) | Notes |
|---|---|---|
| Cash fees | 80,000 | Comprised of base director retainer ($50,000), Compensation Committee chair ($20,000), Audit Committee member ($10,000) per policy |
| Total cash | 80,000 | — |
Director cash retainer policy:
- Base director retainer: $50,000; committee chair/member retainers: Audit ($20,000/$10,000), Compensation ($20,000/$10,000), Nominating ($10,000/$5,000), Compliance ($18,000/$9,000); Lead Independent Director $25,000; Chairman $60,000 .
Performance Compensation
| Equity Element | Freund 2024 Value/Units | Vesting/Terms |
|---|---|---|
| Annual RSU grant (service‑vested) | $259,023 (grant date FV) | Non‑employee directors typically receive RSUs valued at $275,000 annually; vest at earlier of next annual meeting or 1st anniversary |
| RSUs outstanding (12/31/2024) | 50,215 units (director aggregate shown; Freund row) | RSUs vest over 3–4 years depending grant; service‑based |
| Stock options outstanding (12/31/2024) | 65,568 options (all exercisable) | Options from prior grants; exercisable per table |
Equity grant program design for directors:
- Annual RSUs sized to $275,000 divided by 30‑day average closing price prior to grant; new director initial grants and proration rules disclosed .
- RSUs for directors are service‑based; no performance metrics apply to director equity awards (executive PSUs are performance‑based, but directors do not receive PSUs) .
Other Directorships & Interlocks
- Current public boards: Sutro Biopharma (STRO), SI‑Bone (SIBN) .
- Compensation Committee interlocks: None—no member has served as an officer or employee; no interlocking director/officer relationships with other entities reported for 2024 .
Expertise & Qualifications
- Extensive finance and investment expertise; executive and board experience across public and private life sciences companies; co‑founded Intuitive Surgical and led healthcare banking at Morgan Stanley .
- Education: AB (Harvard College), MD (Harvard Medical School), MBA (Harvard Business School) .
Equity Ownership
| Item | Detail |
|---|---|
| Stock ownership guidelines | Non‑employee directors required to own shares equal to 3× annual cash retainer; compliance measured annually using 30‑day average price |
| Compliance status (as of 1/1/2025) | All directors and executive officers in compliance or within allowed transition period |
| Anti‑hedging/pledging | Hedging and pledging are prohibited |
| RSUs outstanding (12/31/2024) | Freund: 50,215 units; all directors’ RSU vesting schedules disclosed |
| Options outstanding (12/31/2024) | Freund: 65,568 (all exercisable) |
Note: The proxy discloses outstanding RSUs and options by director; total beneficial share ownership and % of shares outstanding for each director are reported in the Security Ownership section of the proxy but not in the retrieved chunks. RSU/option counts and guideline compliance are provided above .
Governance Assessment
- Board effectiveness: Freund’s deep capital markets and operating background strengthens audit and compensation oversight. His chairing of the Compensation Committee, use of an independent consultant, robust clawback policy, and strong say‑on‑pay support (~99%) signal pay‑for‑performance discipline and investor alignment .
- Independence/engagement: Independent status, regular executive sessions, and ≥75% meeting attendance across directors support effective oversight; majority vote resignation policy enhances accountability .
- Conflicts/related‑party exposure: No related‑party transactions over $120,000 involving directors were disclosed other than standard compensation, equity awards, indemnification; related‑party transaction review policy is in place and administered by the Audit Committee .
- Risk indicators: Anti‑hedging/pledging policy and equity plan safeguards (no repricing, min vesting, true change‑in‑control) reduce governance risk; “no over‑boarding” highlighted at the company level helps mitigate director time‑commitment concerns despite Freund’s other boards .
- Overall signal: Strong governance posture with independent leadership (post‑meeting Chairman shift to Santini), clear committee responsibilities, and high shareholder support enhances investor confidence; continue monitoring for any future interlocks or workload issues given multiple board roles .