Michael Heffernan
About Michael Heffernan
Independent director of Trevi Therapeutics since February 2017; age 60. Founder and Chairman of Collegium Pharmaceutical; previously served as Collegium’s President & CEO (2002–2018) and Interim CEO (May–Nov 2024). Co‑founded Avenge Bio (Chairman since 2019; CEO Jan 2022–May 2024). Education: B.S. in Pharmacy, University of Connecticut. Served as Trevi’s Lead Independent Director from Sept 2020 to June 2023, indicating prior board leadership and governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Collegium Pharmaceutical | President & CEO; Interim CEO; Director; Chairman | CEO: Oct 2002–Jul 2018; Interim CEO: May–Nov 2024; Chairman since Jul 2018 | Founder status and long operational tenure |
| Avenge Bio | Chairman; Chief Executive Officer | Chairman since 2019; CEO Jan 2022–May 2024 | Oncology-focused biotech leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Avalo Therapeutics, Inc. | Director; Chairman of the Board | Since Mar 2025; Chairman named Mar 2025 | Public clinical-stage biotech |
| Biohaven LTD | Director | Since Jan 2020 | Public biopharma |
| Synlogic, Inc. | Director (prior) | Dec 2020–Feb 2025 | Public clinical-stage biotech |
| Akebia Therapeutics, Inc. | Director (prior) | Dec 2018–May 2022 | Public biopharma |
Board Governance
- Independence: Board determined all directors other than the CEO (Jennifer Good) are independent; Heffernan is independent under Nasdaq and SEC rules .
- Committee assignments: Audit Committee member; Compensation Committee Chair; both committees comprised of independent directors .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Board leadership: Served as Lead Independent Director (Sept 2020–June 2023), enhancing oversight and agenda-setting capacity .
- Executive sessions: Corporate governance guidelines call for independent director executive sessions at least twice annually .
Fixed Compensation
| Year | Fees Earned in Cash ($) | Notes |
|---|---|---|
| 2024 | 65,000 | Actual cash retainer received |
Director Fee Schedule (reference for 2024):
- Board member annual retainer: $40,000; Board chair: $70,000
- Audit Committee: $10,000 member; $20,000 chair
- Compensation Committee: $7,500 member; $15,000 chair
- Nominating & Corporate Governance Committee: $5,000 member; $10,000 chair
Heffernan’s 2024 roles (Compensation Committee Chair; Audit Committee member) are consistent with the fee schedule and his total cash fee .
Performance Compensation
| Item | Detail |
|---|---|
| 2024 Option Awards (grant date fair value) | $68,246 |
| 2024 Annual Director Option Grant Size | 30,000 shares to each non-employee director |
| 2025 Policy Change | Annual director grant increased to 45,000 shares; initial appointment grant set at 90,000 shares (vesting terms unchanged) |
| Exercise Price Policy | Options granted at fair market value on grant date |
| Vesting (Initial Director Grant) | 50% vests at earlier of first anniversary or first annual meeting after grant; remainder at earlier of second anniversary or second annual meeting |
| Vesting (Annual Director Grant) | Fully vests at earlier of first anniversary or next annual meeting |
| Change-in-Control Treatment | Director options become exercisable in full upon a change in control under the director program . Plan-level feature states no automatic vesting of awards upon change in control (Board may set award terms) . |
| Clawback | Awards subject to Company clawback policy |
Other Directorships & Interlocks
| Company | Capacity | Potential Interlock/Notes |
|---|---|---|
| Collegium Pharmaceutical | Chairman | Public company role concurrent with Trevi directorship |
| Avalo Therapeutics | Director; Chairman | Public clinical-stage biotech; leadership position |
| Biohaven LTD | Director | Public biopharma |
| Synlogic (prior) | Director | Tenure ended Feb 2025 |
| Akebia (prior) | Director | Tenure ended May 2022 |
No related-person transactions disclosed involving Heffernan; the proxy lists transactions (e.g., December 2024 offering participants, registration rights, indemnification, CEO family employment) without naming Heffernan .
Expertise & Qualifications
- Deep operating and chair experience across commercial and clinical biopharma; founder credentials at Collegium .
- Compensation governance: Chair of Trevi Compensation Committee; oversees CEO and senior executive pay, incentive plans, and clawback implementation .
- Financial literacy: Audit Committee membership indicates capital markets and reporting oversight exposure .
- Education: B.S. Pharmacy (University of Connecticut) .
Equity Ownership
| Holder | Shares Owned Directly | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Michael Heffernan | 6,351 | 177,367 | 183,718 | <1% (based on 101,744,767 shares as of Apr 23, 2025) |
Additional reference:
- Outstanding director options held as of Dec 31, 2024 (aggregate counts): Heffernan 177,367 .
- No disclosure of pledged shares; insider policy prohibits hedging/derivatives (short sales, collars, swaps) for directors and certain related parties .
Governance Assessment
-
Strengths
- Independent status; dual-committee service with Compensation Committee chair role enhances oversight of pay and incentives .
- Prior Lead Independent Director experience suggests familiarity with executive sessions, agenda-setting, and CEO oversight .
- Clear director equity terms: market-based exercise prices, defined vesting, and clawback applicability; audit of change-in-control acceleration explicit for directors .
-
Alignment and Incentives
- 2024 mix shows balanced cash ($65k) and equity ($68k) for Heffernan; annual option grants create at‑risk exposure to Trevi stock performance .
- Beneficial ownership includes 177,367 options currently or soon exercisable; overall stake <1%, typical for small-cap biotech directors .
-
Watch Items / Red Flags
- Multi-board commitments (Chair at Collegium and Avalo; Director at Biohaven) may raise time-commitment and potential information-flow concerns for some investors despite independence designation .
- Director equity program acceleration upon change in control (director options become fully exercisable) could be viewed as investor-unfriendly by some governance frameworks, though the plan itself does not mandate automatic vesting—this reflects award-level terms set by the Board .
- Director option grant sizes increased in 2025 (annual 45,000; initial 90,000), modestly expanding dilution; investors should monitor aggregate burn rate and overhang disclosed elsewhere in the proxy .
-
Conflicts and Related-Party Exposure
- No related-person transactions disclosed involving Heffernan; Audit Committee pre-approves related-person transactions and oversees independence .
-
Attendance and Engagement
- Met at least the 75% attendance threshold across Board and committees in 2024; Board held 6 meetings .
Notes and References
- Independence, committees, and meeting counts: .
- Biography, age, tenure, external roles: .
- Director compensation program, vesting, exercise price, change-in-control: .
- 2024 director compensation table; option fair values; outstanding options: .
- 2025 modification to director option grants; non-employee director grant policy: .
- Beneficial ownership table and footnotes: .
- Insider trading policy (hedging/derivatives prohibition): .
- Clawback and plan-level features: .
- Related-person transactions section: .