Sharmila Dissanaike
HERON THERAPEUTICS, INC. /DE/About Sharmila Dissanaike
Independent director since September 2021; age 50. Chair of Surgery at the University of New Mexico; previously University Distinguished Professor and Department Chair at Texas Tech University Health Sciences Center (TTUHSC). Medical degree from University of Sydney; undergraduate from Methodist College (Colombo); extensive postgraduate training at University of Washington/Harborview, Albert Einstein/ Beth Israel, and NHS Inverclyde .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| University of New Mexico | Chair of Surgery | Current | Clinically active trauma, burn, acute care surgeon; >50 awards; >100 peer‑reviewed publications . |
| TTUHSC | University Distinguished Professor; Peter C. Canizaro Chair, Dept. of Surgery | 2016–2024 (prior to UNM role) | Led department; academic and clinical leadership, quality assurance roles . |
| University Medical Center (Lubbock) | Interim Director, Timothy J. Harnar Burn Center | 2015–2018 | Oversight of burn center operations . |
| University Medical Center (Lubbock) | Trauma Medical Director, John A. Griswold Level 1 Trauma Center | 2014–2017 | Directed Level 1 trauma operations . |
| State of Texas | Member, Texas Medical Board | Appointed Jan 2021 | State regulatory oversight; appointed by Governor Abbott . |
External Roles
| Organization | Role | Committees/Capacity | Notes |
|---|---|---|---|
| American Burn Association | Chair, Verification Committee; Board Member | Verification; Board governance | National leadership in burn center verification/quality . |
| American College of Surgeons | Governor; Member, Trauma Verification Committee; Committee on Ethics; Advisory Council of Rural Surgery; Program Committee | Governance; Ethics; Verification; Program | Broad ACS leadership across ethics and trauma verification . |
| Southwestern Surgical Congress | Board Member | Board governance | Regional surgical society oversight . |
Board Governance
- Independence: Board determined all directors except CEO are independent under Nasdaq standards; Dr. Dissanaike is independent .
- Committees and Roles (2024):
- Compensation Committee: Chair (members: Sharmila Dissanaike, Susan Rodriguez, Craig Johnson) .
- Nominating & Corporate Governance Committee: Member (Chair: Christian Waage; members: Waage, Dissanaike, Rodriguez) .
- Audit Committee: Not a member (Audit members: Johnson—Chair, Kaseta, Waage) .
- Board and Committee Activity: Board met 6 times in 2024; each director attended ≥75% of Board and committee meetings. Compensation Committee met 3 times; Audit met 4 times; Governance met once .
- Compensation Committee practices: 100% independent; engaged Compensia as independent consultant; no interlocks; no related‑party relationships for members .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $66,250 |
| Stock Awards (grant‑date fair value) | $29,151 |
| Option Awards (grant‑date fair value) | $57,099 |
| Total | $152,500 |
Director cash retainer schedule (Board program for 2024; paid quarterly; prorated if partial year):
- Board retainer: $50,000
- Lead Independent Director retainer: $25,000 (increased for 2025)
- Committee chair/member retainers: Audit Chair $20,000; Audit Member $10,000; Compensation Chair $15,000; Compensation Member $7,500; Governance Chair $10,000; Governance Member $5,000
- Annual equity awards (shares underlying awards): Options 83,685; RSUs 13,948; initial grants at board entry: Options 227,272; RSUs 37,879; vesting schedules noted below .
Vesting structure:
- Annual options: monthly vest over 1 year; initial options: monthly over 4 years .
- Annual RSUs: one‑year cliff; initial RSUs: quarterly over 4 years .
2007 Plan cap on director pay: annual aggregate cash+equity not to exceed $750,000 ($1,500,000 in initial year) .
Performance Compensation
Company’s executive annual incentive metrics overseen by the Compensation Committee (used for NEO bonuses; clarifies pay‑for‑performance framework Dr. Dissanaike chairs):
| Metric (FY2024) | Weight | Target Range | Outcome |
|---|---|---|---|
| ZYNRELEF & APONVIE revenue | 30–40% | $25.7–$31.1m | Met at $30.1m |
| CINVANTI & SUSTOL revenue | 30–40% | $102.3–$110.1m | Exceeded at $114.2m |
| Total Net Revenue | 30–40% | $128.0–$141.2m | Exceeded at $144.2m |
| Operating Expense (non‑GAAP) | 30% | $112.9–$116.0m | Exceeded at $103.8m |
| EBITDA (non‑GAAP) | 30% | $(19.8)–$(16.7)m | Exceeded at $3.9m |
| Cash on hand | 30% | $30.0–$33.0m | Exceeded at $59.3m |
| Regulatory/Product milestones (VAN PAS submission/approval; PFS milestones; ZYNRELEF sNDA) | Included in 30% bucket | As scheduled | Met |
- Committee determined overall corporate performance at 115%, driving NEO payouts per plan mechanics .
Clawback policy applies to incentive compensation tied to financial reporting measures (including stock price, TSR) for current/former executive officers; adopted per Dodd‑Frank rules (effective Oct 2, 2023) .
Other Directorships & Interlocks
- Public company boards: None disclosed for Dr. Dissanaike in the “principal occupation and directorships during the past five years” section .
- Compensation Committee interlocks: None; no member served as an officer of Heron; no reciprocal committee service at other issuers by Heron executives .
Expertise & Qualifications
- Clinical/academic leadership in trauma, burn, acute care surgery; >100 publications; national verification/quality roles (ABA, ACS) .
- Board concluded she should serve based on experience and achievements in surgical medicine .
- Independent director with governance experience on compensation and nominating/governance committees .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 76,385 shares; <1% of class |
| Breakdown (within 60 days of Apr 21, 2025) | 68,449 common; 7,546 options exercisable; 390 RSUs vesting |
| Outstanding options (12/31/2024) | 219,248 shares subject to options |
| Unvested RSUs (12/31/2024) | 15,120 shares subject to RSUs |
| Hedging/derivatives | Prohibited by Insider Trading Policy (short sales, puts/calls, hedging, monetization) |
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee with independent consultant (Compensia) and no interlocks; formal clawback and insider trading/anti‑hedging policies; no related‑party transactions in 2024; consistent committee activity/oversight .
- Shareholder sentiment: 2024 Say‑on‑Pay support was ~83% for prior year NEO pay, down from ~98% in 2023; committee noted and adjusted review approach—monitor for continued improvements (signal for investor scrutiny) .
- Director pay structure: Mix of cash + time‑based equity (options and RSUs) aligns non‑employee directors with long‑term value creation; annual program capped under equity plan to limit excess .
- RED FLAGS: None identified in filings—no related‑party transactions, no disclosed pledging, and no attendance issues (≥75% threshold met). Continue monitoring Say‑on‑Pay trend and any changes to compensation risk profile .