Michael Heffernan
About Michael Heffernan
Michael Heffernan, R.Ph., is a biotech entrepreneur and operator appointed to enGene’s Board on July 8, 2025; he was subsequently assigned to the Audit Committee and Compensation Committee effective October 2, 2025. He founded and served as President & CEO of Collegium Pharmaceutical until June 2018 and later served as Chairman through 2025, and has led multiple companies through commercialization and strategic transactions. Heffernan is classified as an independent director for compensation purposes and serves on committees that require heightened independence under SEC/Nasdaq and NI 52-110 standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Collegium Pharmaceutical, Inc. | Founder; President & CEO; later Chairman of the Board | CEO until June 2018; Chairman until 2025 | Led commercialization and strategic growth |
| Onset Dermatologics / PreCision Dermatology | Founder of Onset; spun out to create PreCision Dermatology; sold to Valeant | Not disclosed | Built and exited dermatology platform |
| Clinical Studies Ltd. | Co‑founder and CEO; sold to PhyMatrix Corp. | Not disclosed | Built CRO and executed sale |
| PhyMatrix Corp. | CEO and Chairman | Not disclosed | Led healthcare services company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Collegium Pharmaceutical, Inc. | Chairman of the Board | Through 2025 | Transitioned from founder/CEO to chairmanship |
| Various biopharma/med‑device/healthcare services companies | Advisor, investor, board member | Not disclosed | Portfolio of roles referenced without specific entities |
Board Governance
- Board appointments and size: Appointed July 8, 2025 as part of Board expansion from seven to nine directors alongside Philip Astley‑Sparke and William Grossman .
- Committee memberships: Member, Audit Committee and Compensation Committee (effective October 2, 2025); no chair roles disclosed .
- Independence: Audit and Compensation Committees have heightened independence requirements; his appointment indicates the Board determined he meets applicable standards under SEC/Nasdaq and NI 52‑110 .
- Indemnification: Will enter the Company’s standard director indemnification agreement .
- Executive sessions: Independent directors meet as required before/after regularly scheduled meetings .
- Attendance: No attendance data disclosed for Heffernan; FY2024 attendance disclosure predates his service .
Fixed Compensation
Heffernan will participate in enGene’s standard independent director compensation program.
| Compensation Element (US$) | Amount | Notes |
|---|---|---|
| Annual cash retainer – non‑employee director | $40,000 | Paid in cash; excludes chair premiums |
| Audit Committee – chair | $20,000 | Not applicable unless designated chair |
| Audit Committee – member | $10,000 | Applicable to Heffernan as a member |
| Compensation Committee – chair | $18,000 | Not applicable unless designated chair |
| Compensation Committee – member | $9,000 | Applicable to Heffernan as a member |
Eligibility for the program was confirmed in his appointment disclosure .
Performance Compensation
Director equity is option‑based with time‑based vesting; no performance (metric‑based) vesting is disclosed for directors.
| Equity Element | Shares | Vesting | Strike/Term | Notes |
|---|---|---|---|---|
| Initial stock option award | 40,000 | 1/3 each on 1st, 2nd, 3rd anniversaries of grant, subject to service | Exercise price = FMV on grant date; 10‑year term | Granted upon initial appointment/election; within non‑employee director limits |
| Annual stock option award | 20,000 | Vests in full on 1st anniversary of grant, subject to service | Exercise price = FMV on grant date; 10‑year term | Awarded after annual meeting if director has ≥4 months of service |
Heffernan is eligible to receive grants under the Amended and Restated 2023 Incentive Equity Plan per his appointment terms .
Other Directorships & Interlocks
- Current ENGN directorship confirmed via Form S‑8 signatures dated September 11, 2025 .
- The Company disclosed no transactions with Heffernan reportable under Item 404(a) of Regulation S‑K; no arrangements or understandings pursuant to which he was selected .
- No additional public company board service for Heffernan was disclosed in ENGN filings.
Expertise & Qualifications
- Seasoned founder/CEO/chairman with commercialization track record across multiple healthcare businesses, including Collegium Pharmaceutical and dermatology platforms (Onset/PreCision) .
- Operational and transaction experience building, scaling, and exiting companies; credentials noted as R.Ph. .
- Board‑level leadership and investor/advisor experience across biopharma and healthcare services .
Equity Ownership
- Lock‑up: Heffernan is listed among directors signing a lock‑up agreement (90‑day lock‑up period defined relative to the prospectus), restricting sales, short sales, pledges, and swaps during the period .
- Insider Trading Policy: Company policy prohibits speculative trading, hedging, and discourages pledging of Company stock; imposes blackout windows and allows compliant 10b5‑1 plans .
- Specific share ownership, options, pledges, or compliance with director ownership guidelines for Heffernan are not disclosed in Company filings to date.
Governance Assessment
- Strengths: Independent director with committee roles central to oversight (Audit, Compensation) ; robust background in commercialization and strategic transactions ; standard indemnification and participation in independent director pay program .
- Alignment signals: Eligibility for equity‑based director compensation and lock‑up participation support alignment with shareholders .
- Conflicts/related‑party exposure: None reported under Item 404(a) for Heffernan; appointment had no arrangements/understandings .
- Watch items: No disclosed personal ownership/pledging data or attendance record yet; quantify alignment when future proxy discloses director holdings and meeting attendance (Heffernan not in FY2024 table).
Overall: Heffernan adds commercialization depth and serves on key oversight committees, supporting board effectiveness and investor confidence. Continued disclosures on his equity ownership and attendance will further inform alignment and engagement .