Rita Balice-Gordon
About Rita Balice-Gordon
Independent director since 2020; age 64. Neuroscience Ph.D. with extensive biopharma R&D leadership (Sanofi Global Head of Rare & Neurological Diseases; Pfizer VP Neuroscience & Pain) and academic credentials (Professor/Chair at UPenn; AAAS Fellow; >100 publications). CEO of Muna Therapeutics since July 2021; prior founding CSO and Novo Holdings/Novo Seeds entrepreneur-in-residence. Education: BA Northwestern; PhD University of Texas at Austin; postdoc Washington University School of Medicine in St. Louis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanofi | Global Head, Rare & Neurological Diseases | May 2016 – May 2020 | Led neurology portfolio; senior leadership . |
| Pfizer | VP, Neuroscience & Pain Research Unit | Prior to 2016 | Led psychiatry and pain drug discovery . |
| University of Pennsylvania Perelman School of Medicine | Professor of Neuroscience; Chair, Neuroscience Graduate Group | Earlier career; currently Adjunct Professor | Academic leadership; >100 publications; AAAS Fellow . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Muna Therapeutics | Chief Executive Officer | Jul 2021 – present | Neurodegenerative therapeutics . |
| Muna Therapeutics | Founding Chief Scientific Officer | May 2020 – Jul 2021 | Built early R&D platform . |
| Novo Holdings / Novo Seeds | Entrepreneur-in-Residence | Aug 2020 – Jul 2021 | Venture creation/portfolio support . |
Board Governance
- Committee assignments: Nominating & Corporate Governance (NCG) Committee member; all NCG members are independent under SEC/Nasdaq rules .
- Post-Annual Meeting reconstitution: NCG members will be Fallon (Chair), Balice-Gordon, and Paya .
- Independence: Board determined all current directors/nominated directors other than the CEO are independent under Nasdaq; no family relationships among directors/executives .
- Attendance: Board held 9 meetings in 2024; each director attended ≥75% of board and committee meetings; all directors attended the May 2024 Annual Meeting .
- Board process/signals: Majority vote resignation policy; regular executive sessions of independent directors; robust risk oversight including a separate compliance committee .
- Committee activity levels (2024): Audit 8; NCG 2; Compensation 5; Compliance 3 meetings .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Cash fees earned or paid | $55,000 | Based on policy: $50,000 annual cash retainer plus $5,000 NCG committee member fee (committee member retainers per policy) . |
| Annual committee member retainer (NCG) | $5,000 | Included in cash fees above. |
| Chairman/Lead Independent, other committee retainers | N/A | Not applicable to Balice-Gordon (not chair; not LID) . |
Non-Employee Director Compensation Policy (current):
- Cash Retainer: $50,000; RSUs: $275,000, vest upon earlier of next annual meeting or one year from grant; additional annual cash retainers: Committee Chair (Audit/Comp $20k; NCG $10k; Compliance $18k); Committee Member (Audit/Comp $10k; NCG $5k; Compliance $9k); Chairman $60k; Lead Independent Director $25k .
Performance Compensation
| Equity Item (FY2024) | Amount/Detail | Vesting/Terms |
|---|---|---|
| Stock Awards (RSUs) – grant date fair value | $259,023 | Annual director RSUs sized at $275,000 divided by 30-day average price; vest at next annual meeting or 1-year anniversary . |
| Grant date per-share fair value reference | $33.67 | Provided by company for 2024 awards . |
| Minimum vesting period | One year | Required for all equity awards under 2025 Plan (limited exceptions) . |
| Director compensation limit (2025 Plan) | $750,000 per calendar year; $1,000,000 in first calendar year as director | Aggregate of cash+equity; no option/SAR repricing without shareholder approval . |
Note: Directors do not have performance-linked metrics (e.g., revenue/EBITDA/TSR) tied to their equity; RSUs are time-based per policy .
Other Directorships & Interlocks
| Company | Public? | Role | Interlocks/Notes |
|---|---|---|---|
| Other public company boards | No | — | “Other Public Directorships: None.” Mitigates over-boarding risk . |
| Total current public company boards (including COLL) | 1 | Director | Board matrix indicates one public board, consistent with COLL only . |
Expertise & Qualifications
- Scientific/R&D leadership in neurology and pain; drug development and regulatory expertise highlighted in Board Skills matrix .
- Academic recognition: AAAS Fellow; >100 scientific papers; senior academic roles; advanced neuroscience training .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 41,724 shares; <1% of outstanding | Beneficial ownership table; “<1%” . |
| Stock awards outstanding (as of 12/31/2024) | 22,512 shares | Aggregate RSUs/stock awards outstanding . |
| Options outstanding (all exercisable, 12/31/2024) | 10,055 options | Legacy option holdings; all exercisable . |
| Anti-hedging/anti-pledging | Prohibited for directors (puts/calls, swaps, pledging, margin) | Strong alignment policy . |
| Stock ownership guidelines | 3x annual cash retainer for directors (i.e., 3 × $50,000) | Must achieve within 5 years; counting rules specified . |
| Compliance status | All directors/officers compliant or within transition period as of Jan 1, 2025 | Company-reported status . |
Governance Assessment
- Alignment and independence: Independent director with no other public boards; strong anti-hedging/anti-pledging and ownership guidelines; all directors attended ≥75% of meetings and the 2024 annual meeting, supporting engagement and alignment .
- Committee role fit: Placement on NCG aligns with her governance/ESG oversight remit; she will continue on NCG post-reconstitution, indicating board confidence in her governance contributions .
- Director pay structure: Mix is heavily equity-based (time-based RSUs), with modest cash retainers; no performance metrics or option repricing; minimum vesting periods and annual director pay cap reduce pay inflation risk and signal discipline .
- Ownership and skin-in-the-game: Beneficial ownership plus outstanding equity awards/options, combined with guideline compliance, suggest satisfactory alignment; pledging prohibited (removes a common red flag) .
- Shareholder signals: Company’s say-on-pay received ~99% approval in 2024, indicative of overall investor support for compensation governance (while focused on executives, it reflects broader governance credibility) .
Potential RED FLAGS to watch:
- External CEO role at Muna Therapeutics could present time-commitment or potential conflict if Collegium’s activities overlap with Muna’s areas; no related-party transactions disclosed, and audit/NCG oversight processes exist to manage conflicts .
- No director-specific performance-based equity: while common for directors, it reduces direct pay-for-performance linkage; however, stock ownership guidelines and anti-hedging policies partially mitigate misalignment risk .
Overall: Balice-Gordon appears to be an engaged, independent director with relevant drug development expertise, appropriate committee placement, disciplined compensation structure, and compliance with ownership/alignment policies. No material conflicts or related-party exposures are disclosed; governance practices (majority vote resignation, executive sessions, committee independence) support board effectiveness .