Cooper Collins
TherapeuticsMDAbout Cooper Collins
Cooper C. Collins, age 46, has been an independent director of TherapeuticsMD (TXMD) since February 2012 and currently serves as Chair of the Audit Committee and a member of the Compensation Committee. He is Chief Executive Officer of Fortis BioPharma LLC (since June 2015) and previously served as President/CEO and Chief Strategy Officer at Pernix Therapeutics [NASDAQ: PTX]; he holds a B.A. and M.B.A. from Nicholls State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pernix Therapeutics Holdings, Inc. | President & CEO; Director | Mar 2010–May 2013 (CEO, Director Mar 2010–Feb 2014) | Led specialty pharma operations; strategic leadership |
| Pernix Therapeutics, Inc. (predecessor) | Director; President; CEO | Jan 2007–Mar 2010 (President Dec 2007; CEO Jun 2008) | Operating leadership; commercialization |
| Pernix Therapeutics, Inc. | VP, Business & Product Development; Territory Manager | Dec 2003–Dec 2007 (VP Dec 2005–Dec 2007) | Product development; market expansion |
| New Orleans Saints (NFL) | Media Relations (employee) | ~3 years (prior to Pernix) | Communications; stakeholder engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fortis BioPharma LLC | Chief Executive Officer | Jun 2015–Present | Private company CEO; no TXMD related-party transactions disclosed |
Board Governance
- Independence: Board affirmatively determined Collins is independent under SEC and Nasdaq rules; majority of board independent .
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Attendance/engagement: In 2024, board met 9 times; no director attended fewer than 75% of board+committee meetings; Audit Committee met 4 times; Compensation Committee met 0 times . In 2023, board met 23 times; no director under 75%; Audit Committee met 4; Compensation Committee met 1 .
- Executive sessions: Regularly held; chaired by the Board Chairman .
- Governance infrastructure: Published committee charters, Corporate Governance Guidelines, Codes of Ethics; anti-hedging/pledging policy (2020); clawback policy adopted in 2023; updated insider trading policy adopted Mar 25, 2025 .
Committees
| Committee | Role | Members |
|---|---|---|
| Audit | Chair | Cooper C. Collins (Chair); Tommy G. Thompson; Justin Roberts |
| Compensation | Member | Gail Naughton (Chair); Cooper C. Collins; Justin Roberts |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned (Cash) ($) | 92,000 | 99,500 | 99,500 |
| Per-meeting fees | None | None | None |
Board Cash Retainer Policy (structure)
- Director annual cash retainer: $57,500; Audit Chair: $30,000; Audit member: $15,000; Compensation Chair: $20,000; Compensation member: $12,000; other committee chair: $12,500; other committee member: $7,500; Board Chair additional: $22,500 .
Performance Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| RSUs granted (#) | 5,000 | 8,500 | — (no grants) |
| RSU fair value ($) | 33,650 | 33,745 | — |
| Vesting schedule | 1-year from grant | 1-year from grant | N/A |
| Outstanding Awards (as-of) | Options (#) | Stock Awards (#) | Notes |
|---|---|---|---|
| 12/31/2023 | 9,900 | 13,500 (incl. 5,000 vested-not-settled) | Time-based RSUs; valuation at grant date |
| 12/31/2024 | 5,000 (vested options) | 8,500 (vested-not-settled RSUs) | No director equity grants in 2024 |
No director performance metrics (TSR/EBITDA/revenue goals) are disclosed for non-employee director compensation; RSUs are time-based with straight-line expense recognition .
Other Directorships & Interlocks
| Entity | Role/Connection | Interlock/Overlap | Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No current public company boards listed for Collins |
| Rubric Capital Management LP | 25.5% stockholder | Justin Roberts (Rubric Partner) serves on TXMD Board/Committees with Collins | Roberts elected to forgo director compensation; significant shareholder representation on Audit/Compensation committees |
Expertise & Qualifications
- Specialty pharmaceutical executive experience (Pernix CEO/CSO) and current private biotech CEO role at Fortis BioPharma .
- Operational and product development background; prior leadership across commercialization and strategy .
- Education: B.A. and M.B.A. from Nicholls State University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components/Notes |
|---|---|---|---|
| Cooper C. Collins | 65,516 | <1% (based on 11,574,362 shares) | 60,516 shares held directly; 5,000 shares issuable upon exercise of vested stock options |
| RSUs vested-not-settled (director balance) | 8,500 (as of 12/31/2024) | — | Vested, not settled RSUs outstanding |
| Pledging/Hedging | Prohibited | — | Anti-hedging/anti-pledging policy for directors since Apr 2020 |
Governance Assessment
-
Strengths
- Independent director; Audit Committee Chair role provides oversight of financial reporting, auditor independence, and related-party reviews; board confirms independence .
- Attendance thresholds met; board active cadence (9 meetings in 2024; 23 in 2023); regular executive sessions; robust governance policies (codes, clawback, insider trading, anti-hedging/pledging) .
- Modest option/RSU holdings reduce risk of excessive risk-taking; no related-party transactions disclosed involving Collins .
-
Watch items / signals
- 2024 director compensation was 100% cash for Collins (no equity grants that year), modestly weakening near-term ownership alignment versus 2023 when RSUs were granted .
- Board/committee interlock with a large shareholder (Rubric via Director Justin Roberts) warrants monitoring for influence on compensation and audit oversight, though Roberts forgoes compensation and independence is affirmed .
-
Red Flags
- None disclosed specific to Collins: no Item 404 related-party transactions, legal proceedings, hedging/pledging, or option repricings noted .