Thomas Smith
About Thomas Smith
Thomas Smith, M.D., is Executive Vice President and Chief Medical Officer at Collegium Pharmaceutical (COLL), a role he has held since March 2022 following the acquisition of BioDelivery Sciences International (BDSI). He is 64, holds an M.D. from Indiana University School of Medicine and a B.S. from Purdue University, and is a member of the American Medical Association and the American Academy of Family Physicians . In 2024, company performance against executive incentive metrics included Total Net Revenue of $631.4M (vs. $622.4M goal) and Non‑GAAP Adjusted EBITDA of $401.2M (vs. $354.8M goal), producing a 145.4% corporate performance multiplier; relative TSR is used for PSUs, with 2024 segment performance at the 50th percentile (100% payout) and the company’s pay‑versus‑performance TSR index value at 139.21 in 2024 (peer group 118.20), alongside Net Income of $69M and Adjusted EBITDA of $401M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BioDelivery Sciences International (BDSI) | Chief Medical Officer | Jul 2018 – Mar 2022 | Led medical strategy; transitioned into COLL role post-acquisition . |
| Charleston Laboratories | Chief Medical Officer | Jan 2017 – Jul 2018 | Clinical leadership at pain‑focused firm . |
| Ameritox | Executive medical leadership | n/a | Medical/clinical leadership responsibilities . |
| Mallinckrodt Pharmaceuticals | Executive medical leadership | n/a | Medical/clinical leadership responsibilities . |
| Abbott Laboratories | Scientific/medical/clinical leadership | n/a | Broad R&D/medical roles at large‑cap pharma . |
| Teva Pharmaceuticals | Scientific/medical/clinical leadership | n/a | Clinical leadership in global pharma . |
| Kendle International | Scientific/medical/clinical leadership | n/a | Clinical research leadership at CRO . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Medical Association | Member | n/a | Professional society membership . |
| American Academy of Family Physicians | Member | n/a | Professional society membership . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (actual paid, $) | 318,615 | 451,428 | 473,496 |
| Full‑Year Base Salary Rate ($) | — | — | 476,000 |
| Discretionary/Other Bonus ($) | — | — | 30,000 |
| All Other Compensation ($) | 682 | 17,608 | 17,730 |
| Total Compensation ($) | 600,517 | 2,044,802 | 2,500,083 |
Notes:
- 2024 full‑year base salary set at $476,000 (5.1% increase over 2023) .
- Executive VP annual cash incentive target = 50% of base salary (unchanged from 2023) .
Performance Compensation
Annual Cash Incentive Plan (2024)
| Category | Metric/Goal | Target | Actual | Weight | Achievement/Payout |
|---|---|---|---|---|---|
| Financial | Total Net Revenue | $622.4M | $631.4M | 30.0% | 34.5% |
| Financial | Non‑GAAP Adjusted EBITDA | $354.8M | $401.2M | 40.0% | 43.5% |
| Operational | Business Development | ≥1 deal ≥$150M revenue potential | Closed Ironshore acquisition | 20.0% | 30.0% |
| Operational | LOE & Label Enhancements | Nucynta 6‑mo pediatric extension | Achieved extension | 15.0% | 15.0% |
| Operational | COP Optimization | Complete Belbuca value chain (ARx) | PAS approved 9/10/24 | 10.0% | 15.0% |
| ESG | Environmental Stewardship | GHG baseline & first emissions calc | Completed baseline | 5.0% | 7.5% |
| Total | — | — | — | 100% | 145.4% corporate multiplier |
- Thomas Smith’s target bonus: 50% of base; corporate multiplier 145.4%; individual multiplier 100%; actual payout: $346,052 .
Long‑Term Equity Incentives
| Grant Year | Instrument | Grant Date | Units | Vesting / Performance |
|---|---|---|---|---|
| 2024 | RSUs | 2/12/2024 | 30,800 | 3‑year service vesting: 33% on 1st anniversary, then annually over remaining 2 years . |
| 2024 | PSUs (at target) | 2/12/2024 | 13,200 | Relative TSR vs S&P Pharma Select peers; 20% each for 2024, 2025, 2026 annual segments and 40% cumulative 2024‑2026; 0–200% payout; 2024 segment at 50th percentile → 100% payout . |
| 2023 | RSUs | 2/10/2023 | 26,062 (outstanding at 12/31/24) | 4‑year service vesting: 25% on 1st anniversary, then equal annual installments over next 3 years . |
| 2023 | PSUs (unearned at 12/31/24) | 2/10/2023 | 16,038 (unearned count) | Relative TSR annual segments and cumulative performance; vest subject to committee determination . |
Stock vested/realized in 2024: 12,419 shares vested, value realized $418,520; no option exercises .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 17,853 shares; less than 1% of outstanding . |
| Shares outstanding (Record Date) | 32,131,798 . |
| Outstanding equity at 12/31/24 | RSUs: 26,062 (2023 grant) and 33,440 (2024 grant); PSUs (unearned): 16,038 (2023) and 21,120 (2024). Market values (12/31/24 price $28.65): RSUs $746,676 (2023) and $958,056 (2024); PSUs $459,489 (2023) and $605,088 (2024) . |
| Options | None outstanding for Dr. Smith . |
| Hedging/pledging | Prohibited (no hedging, no pledging, no short sales or derivatives) . |
| Ownership guidelines | Executive VP requirement = 1x base salary; 5 years to comply; if not met, 50–100% of net shares post‑vesting must be held until compliant . |
| Compliance status | As of Jan 1, 2025, all directors and executive officers were compliant and/or within the transition period . |
Employment Terms
| Scenario | Cash Severance | Bonus Component | Benefits | Equity Treatment | Total (as of 12/31/24 illustration) |
|---|---|---|---|---|---|
| Termination without cause / Good Reason (outside CoC) | 12 months base salary ($476,000) | 100% of target bonus ($238,000) | $36,925 benefits estimate | Time‑based equity that would vest over severance period accelerates; performance‑based equity over severance period vests based on performance through termination; example value $669,694 | $1,420,619 |
| Change‑of‑Control + Qualifying Termination (double‑trigger, within 12 months) | 18 months base salary ($714,000) | 150% of target bonus ($357,000) | $55,387 benefits estimate | Accelerated vesting; example value of stock awards $2,769,309 | $3,895,696 |
| Restrictive covenants | Non‑compete, non‑solicit, and employee no‑hire for 12 months post‑employment; perpetual confidentiality . | ||||
| Clawback | Company‑wide clawback compliant with SEC/Nasdaq for erroneously awarded compensation over 3‑year lookback after restatements . |
Notes:
- Change‑of‑control equity plan also provides for vesting/settlement mechanics if awards are not assumed in a sale event (plan terms) .
Vesting Schedules and Insider Selling Pressure
- RSUs granted 2/10/2023: 25% vest on each anniversary from 2/10/2024 through 2/10/2027 (equal annual installments thereafter) .
- RSUs granted 2/12/2024: 33% vest on each anniversary from 2/12/2025 through 2/12/2027 .
- PSUs (2023 and 2024 grants): vest annually for each performance year and for a cumulative 3‑year segment based on relative TSR vs S&P Pharma Select peers; 2024 annual segment for PSU awards paid at 100% of target based on 50th percentile TSR .
- Insider selling pressure indicators: Dr. Smith had no option exercises in 2024 and no options outstanding; 12,419 shares vested in 2024 (tax‑related sales may occur upon vesting). Hedging and pledging are prohibited, and ownership guidelines may require holding a portion of vested shares until compliant, reducing forced selling risk .
Compensation Structure Diagnostics
- Cash vs equity mix: 2024 total included $1.63M in stock awards; pay program emphasizes variable comp and long‑term equity (RSUs and PSUs) aligned with shareholder value creation .
- Shift in RSU vesting: Committee moved standard RSU vesting from 4 years to 3 years beginning in 2024 to align with market practices (increases near‑term vesting cadence) .
- Performance linkage: Annual cash incentives tied to Net Revenue and Adjusted EBITDA, with 2024 corporate multiplier at 145.4%; PSUs tied to relative TSR with 0–200% payout range .
Say‑on‑Pay and Peer Practices
- Say‑on‑pay support in 2024 was approximately 99%, indicating broad shareholder approval of compensation design .
- Committee references 25th/50th/75th percentiles of a biopharma peer group; 2024 base salaries positioned around market median and LTI values within market range; independent consultant (Alpine Rewards) advises .
Investment Implications
- Alignment: High proportion of at‑risk pay, TSR‑based PSUs, and prohibition on hedging/pledging support alignment and reduce governance risk; ownership guidelines further anchor alignment .
- Near‑term flow: 2023 and 2024 RSU grants produce annual vesting through 2027; absence of options limits exercise‑driven selling; holdings policy may require retention of vested shares if below guideline, mitigating selling pressure .
- Performance sensitivity: Cash bonus metrics (Net Revenue, Adjusted EBITDA) and PSU TSR outcomes directly influence realized pay; 2024 outperformance on EBITDA and revenue and 100% TSR segment payout indicate execution against targets .
- Change‑of‑control economics: Double‑trigger protection with meaningful cash and full equity acceleration (~$3.90M illustrative total at 12/31/24) could influence retention in strategic situations; restrictive covenants (12‑month non‑compete) help protect post‑employment risk .