Craig Collard
HERON THERAPEUTICS, INC. /DE/About Craig Collard
Craig Collard, 59, has served as Chief Executive Officer of Heron Therapeutics (HRTX) since April 2023 and as a director since February 2023. He holds a B.S. in engineering from the Southern College of Technology (now Southern Polytechnic State University) . Under his leadership in 2024, Heron exceeded corporate financial targets: total net revenue reached $144.2M (vs target range $128–$141.2M), operating expenses were reduced to $103.8M (better than the $112.9–$116.0M target), and EBITDA was -$3.9M (better than the -$16.7M to -$19.8M target). Product-level sales included $114.2M for CINVANTI/SUSTOL and $30.1M for ZYNRELEF/APONVIE, and year-end cash was $59.3M, all meeting or exceeding goals set by the compensation committee .
Governance note: Collard is a non-independent director owing to his CEO role; all other directors are independent under Nasdaq standards, and he does not serve on any board committees .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Veloxis Pharmaceutics A/S (now Veloxis Pharmaceuticals Inc.) | Chief Executive Officer | 2015–Dec 2021 | Led a transplant-focused pharma through its period prior to acquisition by Asahi Kasei; remains on board of advisors . |
| Cornerstone Therapeutics, Inc. | CEO & Chairman; Interim CFO; President | CEO/Chairman 2011–2014; Interim CFO 2010–2011; President 2008–2011 | Company was acquired by Chiesi Farmaceutici during/after his leadership; prior operating and finance leadership . |
| Cornerstone BioPharma Inc. | Founder, President & CEO; Director | 2004–2008 | Founded and led specialty pharma predecessor to Cornerstone Therapeutics . |
| Carolina Pharmaceuticals, Inc. | Founder, President & CEO | 2003– (prior to Cornerstone roles) | Founded specialty pharma; early-stage operating leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| TerrAscend Corp. (TSX: TSND) | Director | Dec 2018–Present | North American cannabis operator . |
| Opiant Pharmaceuticals, Inc. | Chairman | Oct 2018–Mar 1, 2023 | Company acquired by Indivior . |
| Sierra Oncology, Inc. | Director | May 2020–Jul 2022 | Company acquired by GSK . |
| Veloxis (Board of Advisors) | Advisor | Post-2021 | Advisory role post-acquisition by Asahi Kasei . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (current terms) |
|---|---|---|---|
| Base Salary | $650,000 | $669,500 | $689,585 (annualized) |
| Target Bonus (% of Salary) | 75% | 75% | 75% |
| Actual Bonus Paid | $326,957 | $577,444 | — |
Notes: 2023 base reflected partial-year service; 2024/2025 include annual merit increase framework .
Performance Compensation
Annual Cash Incentive – Structure and Outcomes
| Metric | Target/Weight | 2024 Actual/Outcome | Payout Effect |
|---|---|---|---|
| ZYNRELEF & APONVIE Revenue | $25.7–$31.1M; 40% | $30.1M; Met | Contributed to 115% overall corporate achievement |
| CINVANTI & SUSTOL Revenue | $102.3–$110.1M | $114.2M; Exceeded | |
| Total Net Revenue | $128.0–$141.2M | $144.2M; Exceeded | |
| Operating Expense (GAAP less SBC & D&A) | $112.9–$116.0M; 30% | $103.8M; Exceeded | |
| EBITDA (ex SBC & D&A) | ($16.7)–($19.8)M | ($3.9)M; Exceeded | |
| Cash on Hand | $30–$33M | $59.3M; Exceeded | |
| Pipeline/Regulatory Milestones | VAN PAS submission/approval; PFS milestones; ZYNRELEF sNDA approval | Met | |
| Overall Corporate Achievement | 100% = target; 75% threshold; 150% max | 115% | CEO bonus $577,444 |
Equity Awards – Grant Values
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards (Grant Date FV) | $547,273 | $461,368 |
| Option Awards (Grant Date FV) | $9,257,049 | $1,687,180 |
Equity Award Mechanics (Vesting and Performance)
- 2023 “Initial” equity:
- Options: 3,000,000 time-based options granted 4/3/2023; vesting schedules include (i) 15% at 1-year then monthly with 18%/25%/42% over years 2–4, and (ii) 25% at 1-year then monthly over years 2–4 .
- Additional 2,000,000 performance-based options granted 4/3/2023 vest in tranches at stock price hurdles from $4.50 up to $9.00 (20 trading days within 30-day period), expiring 4/3/2033 .
- RSU: 250,000 time-based RSUs granted 2023, vest quarterly over 4 years (1/16 each quarter) .
- 2024 annual equity:
- Options: 1,324,502 options (time-based) vest 1/48th monthly over 4 years; grant date 1/19/2024; expiry 1/19/2034 .
- RSUs: 220,750 RSUs vest 1/16th quarterly over 4 years .
Equity Ownership & Alignment
| Item | 2024 (as of 3/31/24 or 12/31/24 where noted) | 2025 (as of 4/21/25) |
|---|---|---|
| Beneficial Ownership (shares) | 1,176,408 (CEO/director) | 645,422 (CEO/director) |
| % of Shares Outstanding | <1% (based on 150,362,664) | <1% (based on 152,530,696) |
| Unvested RSUs (count; MV at 12/31/24) | 187,500; $286,875 (2023 grant) | — |
| Additional RSUs Outstanding | 179,359; $274,419 (1/19/2024 grant) | — |
| Performance Options Outstanding | 2,000,000 at $1.78 strike; price-hurdle vesting $4.50–$9.00 | — |
| Time-based Options Outstanding | Multiple tranches totaling 3,000,000 at $1.78 strike; plus 1,324,502 at $2.09 strike (1/19/2024) | — |
| Ownership Guidelines | No minimum executive stock ownership guidelines disclosed | |
| Hedging/Pledging | Hedging prohibited; 2024 policy permitted pledging/using stock as margin collateral . 2025 policy reiterates hedging/speculative transactions prohibition; refer to 10-K exhibit for full detail . |
Insider selling pressure: As of 12/31/24, many option grants were underwater (e.g., $1.78–$2.09 strikes vs $1.53 year-end price); RSUs vest quarterly and create periodic delivery events. The company estimated $0 value for time-based options upon a hypothetical 12/31/24 termination due to being underwater, underscoring limited near-term exercise-driven selling but ongoing RSU vesting cadence .
Employment Terms
| Provision | Key Terms |
|---|---|
| Start Date | CEO agreement effective April 3, 2023 (“Collard Agreement”) |
| Base/Bonus Eligibility | Base initially $650,000, rising to $689,585 for 2025; target bonus 75% of salary |
| Severance (No CIC) | Lump sum = 1x current base salary + 1x target bonus; accelerated vesting of 12 months of time-based equity; healthcare premium continuation up to 18 months (12 months under 2024 proxy) |
| CIC Protection | If terminated without cause/for good reason within 3 months pre- or 18 months post-CIC: lump sum = 1x salary + 1x target bonus; 18 months healthcare; 100% acceleration of time-based equity; performance equity vests based on actual performance through CIC |
| Special Board-Only Provision | If terminated as CEO but remains a director: initial 2023 time-based option and RSU vest an additional 6 months . |
| “Cause” / “Good Reason” | Defined; Good Reason includes 20%+ salary cut, material reduction of responsibilities, material breach, or relocation requirement to CA; with notice/cure . |
| Estimated Payouts (as of 12/31/24; $1.53 stock price) | Termination without Cause/Good Reason: $1,424,759 total; Termination due to CIC: $6,524,103 total (incl. $4.7M performance option value upon CIC) . |
Board Governance and Service
- Independence: All directors other than Collard are independent; Collard is non-independent as CEO .
- Committees (2025): Audit (Chair: Craig Johnson; members: Johnson, Kaseta, Waage), Compensation (Chair: Sharmila Dissanaike; members: Dissanaike, Johnson, Rodriguez), Nominating & Governance (Chair: Christian Waage; members: Waage, Dissanaike, Rodriguez). Collard serves on no committees .
- Attendance: In 2023, the Board met 15 times; each then-serving director attended at least 75% of Board/committee meetings .
- Director pay (reference for dual-role context): Employee directors do not receive director compensation; Collard received none for 2024 director service (2023 compensation included ~$5.5K cash and board-related equity/option amounts as noted) .
Director Compensation (Context)
- 2024 Non-Employee Director Cash Retainers: Board $50,000; Lead Independent $25,000; Audit Chair $20,000 (members $10,000); Compensation Chair $15,000 (members $7,500); Governance Chair $10,000 (members $5,000) .
- 2024 Equity: Annual option 83,685 shares; annual RSU 13,948 shares; initial option 227,272 shares; initial RSU 37,879 shares; with standard one-year/quarterly vesting as applicable .
Compensation Peer Group and Say-on-Pay
- Peer Group used for 2024 decisions included: AERI, ALBO, CHRS, COLL, DCPH, EGRX, ESPR, EYPT, GTHX, ICPT, KPTI, OCUL, OPTN, RIGL, VNDA, VCEL, XERS .
- Say-on-Pay support: ~83% support at 2024 meeting for 2023 compensation (vs ~98% prior year). The Board noted this decline and considered it in 2024 decisions .
Compensation Structure Analysis
- Mix shift and normalization: 2023 featured large “new-hire/initial” option awards ($9.26M FV) and RSUs ($0.55M FV), driving total $10.78M; 2024 normalized to $3.40M, with options $1.69M and RSUs $0.46M; indicates front-loaded equity in 2023 followed by ongoing annual grants in 2024 .
- Pay-for-performance linkage: Annual bonus tied to revenue by franchise, total net revenue, operating expense, EBITDA, cash, and regulatory milestones; 2024 payout at 115% of target reflects over-delivery vs goals .
- Clawback and risk controls: Dodd-Frank-compliant clawback applies to incentive compensation; no excise tax gross-ups; no repricing of options without shareholder approval; hedging prohibited .
- Ownership alignment: No mandatory executive stock ownership guidelines; 2024 policy permitted pledging/margin usage (potential misalignment risk) .
Related Party Transactions and Risk Indicators
- Related Party Transactions: None requiring disclosure since Jan 1, 2024 .
- Hedging/Pledging: Hedging prohibited; 2024 policy permitted pledging and margin collateral use (monitor for updates in 2025 Insider Trading Policy filed with 10-K) .
- Equity Repricing: Prohibited without shareholder approval .
Multi-Year Compensation Summary (CEO)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary | $492,986 (partial year) | $669,500 |
| Stock Awards (FV) | $547,273 | $461,368 |
| Option Awards (FV) | $9,257,049 | $1,687,180 |
| Bonus (NEIP) | $326,957 | $577,444 |
| All Other Comp | $151,553 (incl. housing allowance, benefits) | — (not listed for 2024) |
| Total | $10,775,818 | $3,395,492 |
Ownership Detail and Outstanding Awards (selected, as of 12/31/24)
| Grant | Type | Exercisable | Unexercisable | Strike | Expiry | Notes |
|---|---|---|---|---|---|---|
| 4/3/2023 | Options (time-based, footnote 2) | 56,179 | 168,537 | $1.78 | 4/3/2033 | 15%/18%/25%/42% vesting by year |
| 4/3/2023 | Options (time-based, footnote 3) | 1,193,821 | 1,581,463 | $1.78 | 4/3/2033 | 25% at 1-year, then monthly over 48 months |
| 4/3/2023 | Options (performance, footnote 1) | — | 2,000,000 | $1.78 | 4/3/2033 | Vest on stock-price hurdles $4.50→$9.00 |
| 1/19/2024 | Options (time-based, footnote 4) | 303,532 | 1,020,970 | $2.09 | 1/19/2034 | 1/48th monthly |
| 4/3/2023 | RSU (time-based) | — | 187,500 | — | — | Vests quarterly over 4 years |
| 1/19/2024 | RSU (time-based) | — | 179,359 | — | — | Vests quarterly over 4 years |
CIC valuation illustration (12/31/24): Total potential CEO payout $6.52M including an estimated $4.7M value of accelerated performance options based on CIC per-share consideration; non-CIC termination estimated at $1.42M; assumptions: stock at $1.53 .
Employment and Contractual Protections – Practical Implications
- Retention: Severance of 1x salary+bonus plus 12 months of equity acceleration (and 18 months healthcare per 2025 proxy) reduces voluntary departure risk; CIC double-trigger protection and full acceleration of time-based equity are meaningful, especially with large 2023/2024 grants outstanding .
- Incentive alignment: Blend of revenue, EBITDA, OpEx, cash, and milestone goals underpin cash bonus; long-dated options (including stock-price hurdles) emphasize shareholder value creation; quarterly RSU vesting provides retention but introduces routine settlement events .
Investment Implications
- Pay-performance calibration: 2024 bonuses paid at 115% reflected over-delivery on revenue, cost, EBITDA, cash, and regulatory objectives, supporting pay-for-performance alignment; 2023 total compensation was front-loaded via new-hire equity, with 2024 normalizing to ongoing annual grants .
- Selling pressure and overhang: Significant time-based and performance-based options (many underwater at 12/31/24) limit near-term exercise-driven selling; however, quarterly RSU vesting (187.5K 2023 grant; 179.4K 2024 grant as of 12/31/24) creates periodic supply as awards settle .
- Alignment risks: Absence of executive stock ownership guidelines and policy allowance (in 2024) for pledging/margin raise alignment concerns versus best practices; investors should monitor 2025 policy filings for any changes and track Section 16 filings for pledges/sales .
- Governance structure: Collard is CEO and director (not Chair) with all committees independent, mitigating dual-role concerns; say-on-pay support declined to ~83% in 2024 (from ~98% in 2023), prompting board attention to investor feedback on pay design .
- Retention/CIC: Standard biotech CEO protections (1x salary+bonus; full time-based acceleration and performance-based vesting at CIC based on actual performance) balance retention with shareholder sensitivity (no tax gross-ups; no option repricing without a vote) .