Richard T. Collier

About Richard T. Collier

Independent director at Prothena (PRTA) since 2012; age 71 (as of the 2025 proxy). Former EVP & General Counsel of Elan Corporation, plc (2004–2010). Prior roles include Senior VP & General Counsel at Rhone‑Poulenc Rorer, Pharmacia & Upjohn, and Pharmacia; Adjunct Professor of Law (drug and device law) at Temple University (2004–2017); earlier work with the U.S. FTC and U.S. DOJ and two Philadelphia law firms. B.A. and J.D., Temple University. The Board cites his extensive legal, regulatory, and pharma executive experience as rationale for service .

Past Roles

External Roles

Board Governance

• Committee assignments (current per 2025 proxy): Audit Committee member; Chair, Nominating & Corporate Governance Committee. Not on the Research & Development Committee .
• Historical (2024 proxy): Audit Committee member; Chair, Nominating & Corporate Governance Committee .
• Independence: The Board determined all directors except the CEO (Kinney) are independent; this includes Mr. Collier .
• Meeting cadence and attendance: FY2024 Board met 4x; Audit 7x; Compensation 5x; Nominating & Corporate Governance 4x; R&D 3x. Each director attended at least 75% of meetings of the Board and their committees; 10 of 11 directors attended the 2024 AGM .
• Anti‑hedging/pledging policy for directors: Hedging and pledging of company shares are prohibited .

Fixed Compensation

• Structure (FY2024): Annual cash retainer $60,000 for non‑chair directors; Chair/Chair Designate $90,000. Committee fees: Audit $20,000 chair/$10,000 member; Compensation $15,000/$7,500; Nominating & Corporate Governance $10,000/$5,000; R&D $20,000/$10,000. Audit and Compensation member fees increased vs. FY2023; new R&D Committee fees added .
• Structure (FY2023): Cash retainer $60,000 (non‑chair). Committee fees: Audit $20,000 chair/$9,000 member; Compensation $15,000/$6,000; Nominating & Corporate Governance $10,000/$5,000 .

Director-level cash actually paid to Mr. Collier:

Performance Compensation

• Annual equity program (non‑employee directors): Nonqualified stock options granted annually, typically 15,000 shares per director; vest on the earlier of one year or the next AGM; 10‑year term; exercise price = closing market price on grant date .
  • FY2023 grant example: 15,000 options at $76.00 per share on May 17, 2023 (for non‑new directors); same vest/term as above .
  • FY2024 grant example: 15,000 options at $22.39 per share on May 15, 2024; same vest/term as above .

Outstanding options counts for Mr. Collier (snapshot tables):

• Outstanding option awards held by non‑employee directors at fiscal year end: | Metric | FY2023 (as of 12/31/2023) | FY2024 (as of 12/31/2024) | |---|---:|---:| | Outstanding Option Awards (Shares) | 116,554 | 131,554 |

• Director compensation values (includes option grant fair value per ASC 718; not cash realized): | Metric | FY2022 | FY2023 | FY2024 | |---|---:|---:|---:| | Option Awards ($) | 274,392 | 833,483 | 223,007 | | Total Director Compensation ($) | 353,392 | 912,483 | 302,641 |

Vesting/award details (program‑wide):

• FY2023: 15,000 options, $76.00 strike, vest earlier of 1 year or next AGM; 10‑year term .
• FY2024: 15,000 options, $22.39 strike, vest earlier of 1 year or next AGM; 10‑year term .

Other Directorships & Interlocks

• None disclosed for Mr. Collier in PRTA proxies .
• Governance context: A significant shareholder (EcoR1 Capital, 21.5%) is represented on PRTA’s Board by director Oleg Nodelman (who declined director pay), which can influence governance dynamics; this is not a Related Person Transaction and is disclosed in ownership tables and committee rosters .

Expertise & Qualifications

• Board skills matrix and biography highlight legal/regulatory, governance, finance/accounting, and strategy experience; the Board specifically cites his legal and regulatory expertise in pharma as core credentials .
• Tenure and continuity: Service since 2012 provides institutional memory during multiple program/partnership cycles .

Equity Ownership

Beneficial ownership (SEC definition; includes shares acquirable within 60 days) for Mr. Collier:

Policies affecting alignment:

• Anti‑hedging/pledging: Directors are prohibited from hedging or pledging company stock (enhances alignment) .
• No director‑level related‑party transactions reported in period (see below) .

Related‑Party Exposure and Compliance

• Related‑party transactions: None to report since January 1, 2024 (review/approval governed by written policy overseen by Audit Committee) .
• Section 16 compliance: Company reports timely filings for FY2024, with one late Form 4 for an executive (not Mr. Collier) filed in Feb 2025; no Collier issues noted .

Say‑on‑Pay and Shareholder Feedback (Context)

• 2024 AGM say‑on‑pay: 99% approval of 2023 executive compensation; Board did not change programs based on the vote (context for overall governance sentiment) .

Governance Assessment

• Positives

  • Independence and governance leadership: Independent director, Chair of Nominating & Corporate Governance, and Audit Committee member (strong oversight profile) .
  • Engagement: Met minimum attendance thresholds; Board/committee activity robust in FY2024 (Audit 7x; N&CG 4x) .
  • Policies: Prohibitions on hedging/pledging; no related‑party transactions involving directors reported in the latest period .
  • Shareholder support context: Strong say‑on‑pay outcome (99%) indicates broad investor confidence in compensation governance (contextual, not director‑specific) .

• Watch‑items

  • Low direct share ownership: Mr. Collier holds 1,219 shares directly; most “beneficial ownership” reflects options exercisable within 60 days. This is consistent with PRTA’s director equity being option‑only, but indicates limited outright share ownership (<1%) .
  • Option valuation volatility: Year‑to‑year swings in option grant fair value (e.g., $833k in 2023 vs. $223k in 2024) reflect stock price/valuation inputs rather than structural pay changes; the program (15,000 options annually) remained consistent .
  • Concentrated shareholder influence: Presence of a 21.5% holder with board representation (EcoR1/Nodelman) can influence governance dynamics and strategic direction; not a related‑party transaction but relevant for independence optics at the board level .

Overall signal: Collier brings long‑tenured legal/regulatory depth and chairs the governance function—both positive for board effectiveness. Policy guardrails (no hedging/pledging; no RPTs) and strong shareholder support underpin investor confidence. The primary alignment gap is low direct share holdings (common at companies granting option‑only director equity), which investors may weigh against his oversight roles .