Item 2.02 Results of Operations and Financial Condition.
On May 6, 2021, Collegium Pharmaceutical, Inc. (the “Company”) issued a press release announcing its financial results for the quarterly period ended March 31, 2021 and disclosing the CFO transition described in Item 5.02 below. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1 and is being furnished, not filed, under Item 2.02 of this Current Report on Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On May 6, 2021, Paul Brannelly resigned from his positions as Executive Vice President and Chief Financial Officer of the Company, effective May 24, 2021.
(c) On May 6, 2021, the Company announced that Colleen Tupper is joining the Company on May 24, 2021. As part of an orderly transition, Ms. Tupper will succeed Mr. Brannelly as the Company’s Executive Vice President and Chief Financial Officer, effective May 24, 2021.
Prior to joining the Company, and since June 2015, Ms. Tupper, 45, has held roles of increasing responsibility at Takeda Pharmaceuticals USA Inc. (and, prior to the consummation of its merger into Takeda, Shire Pharmaceuticals), where she most recently served as the Senior Vice President & CFO of the U.S Business Unit beginning in January 2019. Prior to her most recent roles at Shire and Takeda, Ms. Tupper served as the Director of Finance & Administration at Waypoint Capital Services and Gurnet Point Capital, a life sciences investment firm formed by a family office. From June 2006 until December 2013, Ms. Tupper held various roles of increasing responsibility at Shire, including Finance Director, U.S. Commercial Operations from January 2009 until March 2013 and Senior Finance Director, Global Research & Development from March 2013 until December 2013. Colleen holds a bachelor of science degree in accounting from Franklin Pierce University.
In connection with her employment with the Company as Executive Vice President and Chief Financial Officer, Ms. Tupper will receive an annual base salary of $435,000. Ms. Tupper will also be eligible for an annual cash bonus, with an annual incentive target of 50% of her then current annual base salary. In addition, the Compensation Committee of the Company’s Board of Directors also approved the grant, effective as of May 24, 2021 (the “Grant Date”), of 42,000 restricted stock units (the “RSUs”) and 18,000 performance share units (the “PSUs”). The RSUs will vest 25% on February 10, 2022, with the balance vesting in three equal annual installments thereafter, subject to Ms. Tupper’s continued service to the Company. The PSUs will vest upon the achievement of certain performance criteria related to the relative ranking of the total stockholder return (“TSR”) and a combination of the Company’s common stock in 2021, 2022, 2023 and the cumulative three-year performance period return relative to the TSR of companies within the S&P Pharmaceutical Select Industry Index, consistent with performance share units issued to the Company’s other senior executives in 2021.
Ms. Tupper will also be eligible for all other compensation and benefit plans available to the Company’s executive officers, including severance consistent with the terms of the amended executive agreements filed with the Company’s Current Report on Form 8-K, dated December 30, 2020.
In addition, the Company will enter into an indemnification agreement with Ms. Tupper consistent with the form of the existing indemnification agreement entered into between the Company and its executive officers.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
