Nancy Lurker
About Nancy Lurker
Independent director at Collegium Pharmaceutical (COLL) since February 2025; age 67. Former President & CEO of EyePoint Pharmaceuticals (2016–July 2023) with prior senior roles at PDI (now Interpace), Novartis (SVP & Chief Marketing Officer), Pharmacia, ImpactRx, and Bristol‑Myers Squibb. Education: B.S. Biology (Seattle Pacific University) and M.B.A. (University of Evansville). The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EyePoint Pharmaceuticals (NASDAQ: EYPT) | President & CEO; currently Vice Chair of the Board | CEO Nov 2016–Jul 2023; Vice Chair current | Led turnaround and commercialization; continues on board oversight |
| PDI, Inc. (now Interpace Diagnostics) | President & CEO; Director | n/d | Led commercial services platform |
| Novartis Pharmaceuticals (US) | SVP & Chief Marketing Officer | n/d | U.S. portfolio marketing leadership |
| Pharmacia; ImpactRx; Bristol‑Myers Squibb | Senior leadership roles | n/d | Commercial and analytics leadership |
External Roles
| Organization | Type | Role | Current/Prior |
|---|---|---|---|
| EyePoint Pharmaceuticals (NASDAQ: EYPT) | Public | Vice Chair, Board of Directors | Current |
| Alkermes plc (NASDAQ: ALKS) | Public | Director | Current |
| Altasciences, LLC | Private | Director | Current |
| National Sanitation Foundation (NSF) | Non‑profit | Director | Current |
| Cancer Treatment Centers of America; Aquestive Therapeutics; X4 Pharmaceuticals; Auxilium; Mallinckrodt plc; Elan plc; ConjuChem Biotechnologies | Public/Private | Director (various) | Prior |
| Total current public company boards | Public | Count | 3 (per COLL board overview) |
Board Governance
- Committee assignments (effective after 2025 Annual Meeting): Chair, Compliance Committee; Member, Compensation Committee .
- Independence: Board determined all non‑employee directors, including Ms. Lurker, are independent under Nasdaq rules .
- Attendance: COLL policy notes all directors attended ≥75% of 2024 meetings; Board met 9 times in 2024 (Audit 8; Nominating & Governance 2; Compensation 5; Compliance 3). Ms. Lurker joined in 2025 (attendance N/A for 2024) .
- Board leadership: Lead Independent Director in place; post‑meeting, Gino Santini becomes Chairman (separate from CEO) .
Fixed Compensation
Director fee framework (policy; paid in cash quarterly; RSUs granted annually unless pro‑rated for join timing):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (director) | $50,000 | Base retainer |
| Committee chair – Compliance | $18,000 | Applies to Ms. Lurker as Compliance Chair |
| Committee member – Compensation | $10,000 | Applies to Ms. Lurker as member |
| RSUs – annual director grant | $275,000 | Number = $275k ÷ 30‑day avg close; vests at next annual meeting/1‑yr anniversary |
| New director – initial RSU grant | $275,000 | Separate “upon joining” grant; 1‑yr vest |
| New director – annual grant proration | 50% if <6 months to next annual; 100% if ≥6 months | Ms. Lurker joined ~3 months before May 15, 2025 annual meeting → policy indicates 50% of annual grant at joining |
Indicative cash retainer for Ms. Lurker’s roles: $50,000 base + $18,000 Compliance Chair + $10,000 Compensation member = $78,000 (based on policy) .
Reference – 2024 non‑employee director pay (context): cash retainers ranged $55,000–$103,000; RSU grant date fair value ~$259,023 at $33.67/share .
Performance Compensation
- Directors receive time‑vested RSUs; no performance‑conditioned director equity or cash metrics disclosed (e.g., no TSR or EBITDA metrics in director pay) .
Other Directorships & Interlocks
- Current public boards include EyePoint (ophthalmology) and Alkermes (neuroscience/psychiatry); COLL added Jornay PM (ADHD) via Ironshore, creating adjacency in neuropsychiatry. No related‑party transactions or conflicts involving Ms. Lurker are disclosed; Board affirms independence and maintains a formal related‑party transactions policy administered by the Audit Committee .
Expertise & Qualifications
- Broad biopharma operating and commercial leadership (CEO experience; U.S. large‑cap pharma marketing) .
- Governance experience across multiple public boards; COLL board overview counts 3 current public boards .
- Therapeutic area familiarity spanning pain (BMS heritage) and neuroscience (EyePoint ophtho; Alkermes psychiatry), relevant to COLL’s diversified strategy including pain and ADHD .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Nancy Lurker | — (none reported) | <1% | As of record date Mar 25, 2025 |
| Pledging/Hedging | Prohibited | — | Company policy bans pledging, hedging, short sales, derivatives |
| Director stock ownership guideline | 3× annual cash retainer ($50k) | To be met within 5 years | Applies to non‑employee directors; compliance tracked annually |
| Guideline compliance status (as of Jan 1, 2025) | All directors and officers in compliance and/or within transition period | — | New directors have 5‑year window |
Governance Assessment
- Strengths
- Independence and compliance oversight: Appointment as Compliance Committee Chair signals Board confidence in her regulatory and ethics oversight; committees fully independent .
- Balanced director pay with equity emphasis and ownership guidelines (3× retainer), plus anti‑hedging/pledging and clawback policies — positive alignment with shareholders .
- Board structure: separate Chairman and CEO roles with Lead Independent Director; regular executive sessions; high 2024 attendance; strong say‑on‑pay support (≈99%) indicating investor confidence in governance .
- Watch items
- Industry overlap: Current Alkermes (psychiatry) alongside COLL’s neuropsychiatry/ADHD presence could present perceived competitive adjacency; no actual related‑party dealings disclosed; Board maintains formal related‑party review .
- Ownership “skin‑in‑the‑game”: As a new appointee, no reported share ownership as of record date; equity awards and guidelines should increase alignment over time .
No related‑party transactions involving Ms. Lurker were disclosed; the Audit Committee oversees a written related‑party policy and must approve/ratify any such transactions .