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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.    )

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[ ]  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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780 Dedham Street, Suite 800
Canton, MA 02021

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If you are a shareholder of record, you may vote in one of the following ways:

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Vote over the Internet, by going to www.envisionreports.com/COPI (have your Notice or proxy card in hand when you access the website);



•

Vote by telephone, by calling the toll-free number 1-800-652-8683(have your Notice or proxy card in hand when you call);



•

Vote by mail, if you received (or requested and received) a printed copy of the proxy materials, by returning the enclosed proxy card (signed and dated) in the envelope provided; or



•

Vote in person at the 2016 Annual Meeting.

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If your shares are held in "street“street name,"” meaning that they are held for your account by a broker, bank or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

Whether or not you plan to attend the 2016 Annual Meeting, in person, we urge you to take the time to vote your shares.

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780 Dedham Street, Suite 800
Canton, MA 02021​

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FREQUENTLY ASKED QUESTIONS

The following questions and answers present important information pertaining to the 2016 Annual Meeting:

Q:

Why are we holding the 2016 Annual Meeting?

A:

A:

As a matter of good corporate practice, and in compliance with applicable corporate law and the Marketplace Rules (the "NASDAQ“NASDAQ Listing Rules"Rules”) of The NASDAQ StockGlobal Select Market LLC ("NASDAQ"(“NASDAQ”), we hold a meeting of shareholders annually. This year'syear’s meeting will be held on June 9, 2016.May 19, 2022. There will be at least twothree items of business that must be voted on by our shareholders at the 2016 Annual Meeting, and our Board is seeking your proxy to vote on these items. This proxy statement contains important information about us and the matters that will be voted on at the 2016 Annual Meeting. Please read these materials carefully so that you have the information you need to make informed decisions.

Q: How can I participate in the Annual Meeting?

A: This year our Annual Meeting will be a completely virtual meeting conducted via live webcast. There will be no physical meeting location. We have adopted a virtual format for the Annual Meeting to make participation accessible for shareholders from any geographic location with Internet connectivity. We have worked to offer the same participation opportunities as would be provided at an in-person meeting while further enhancing the online experience available to all shareholders regardless of their location.

To participate in the virtual meeting, visit www.meetnow.global/MG75KXZ. You will need to enter the 15-digit control number included on your Notice or on your proxy card. The meeting will begin promptly at 8:30 a.m. ET on May 19, 2022. We encourage you to access the meeting prior to the start time leaving ample time for the check in.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in prior to the start of the meeting.

This year’s shareholders question and answer session will include questions submitted in advance of, and questions submitted live during, the Annual Meeting. Questions may be submitted through www.meetnow.global/MG75KXZ. We will post questions and answers if applicable to our business on our Investor Relations website shortly after the meeting.

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Q:

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

A:

A:

In accordance with rules adopted by the U.S. Securities and Exchange Commission ("SEC"(“SEC”), we may furnish proxy materials, including this proxy statement and our 20152021 Annual Report, to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. Most shareholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which is being mailed to our shareholders on or about April 29, 2016,6, 2022 will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

Q:

Who is entitled to vote?

A:

A:

Only shareholders of record as of the close of business on April 20, 2016March 31, 2022 (the "Record Date"“Record Date”) will be entitled to notice of, and to vote at, the 2016 Annual Meeting. Beginning two days after notice of our 2016 Annual Meeting is given, a list of shareholders eligible to vote at the 2016 Annual Meeting will be available for inspection

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at our principal office at any time up to the 2016 Annual Meeting. If you would like to inspect the list, please call our Corporate Secretary at (781) 713-3699 to arrange a visit to our office.

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3.

any other business that may properly come before the 2016 Annual Meeting and any adjournment or postponement thereof.

1.

The election of six directors to terms expiring in 2023;

2.

The approval, on an advisory basis, of the compensation of our named executive officers;

3.

The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

4.

Any other business that may properly come before the Annual Meeting and any adjournment or postponement thereof.

Q:

Will any other business be presented for action by shareholders at the 2016 Annual Meeting?

A:A:

Management knows of no business that will be presented at the 2016 Annual Meeting other than Proposals 1, 2, and 2.3. If any other matter properly comes before the 2016 Annual Meeting, the persons named as proxies in the proxy card intend to vote the proxies (which confer discretionary authority to vote on such matters) in accordance with their judgment on the matter.

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Q:

How does the Board recommend that I vote on each of the proposals?

A:

A:

Our Board recommends a vote"FOR" “FOR” the election of its director nominees (Proposal 1), and “FOR” Proposals 2 and 3."FOR" the ratification of Deloitte & Touche LLP as our independent registered public accounting firm (Proposal 2).

Q:

How do I vote my shares?

A:

A:

The answer depends on whether you own your shares of common stock directly (that is, you hold shares that show your name as the registered shareholder) or if your shares are held in a brokerage account or by another nominee holder.

If you own your shares directly (i.e., you are a "registered shareholder"“registered shareholder”): your proxy is being solicited directly by us, and you can vote by mail, telephone or Internet, or you can vote in person if you attendat the 2016 Annual Meeting.

If you wish to vote by mail,, please do the following: (i) sign and date the proxy card, (ii) mark the boxes indicating how you wish to vote, and (iii) return the proxy card in the prepaid envelope provided. If you sign your proxy card but do not indicate how you wish to vote, the proxies will vote your shares"FOR" “FOR” the director nominees"FOR" the ratification of Deloitte & Touche LLP as our independent registered public accounting firm, and “FOR” Proposals, 2 and 3, and, in their discretion, on any other matter that properly comes before the 2016 Annual Meeting. Unsigned proxy cards will not be counted.

If you wish to vote by telephone or over the Internet, you will find instructions on the proxy card that you should follow. There may be costs associated with telephonic or electronic access, such as usage charges from Internet access providers and telephone companies that must be paid by the shareholder. The telephone and Internet voting procedures are designed to authenticate a shareholder'sshareholder’s identity to allow a shareholder to vote his, her or its shares and confirm that his, her or its instructions have been properly recorded. Voting by telephone or over the Internet authorizes the named proxies to vote your shares in the same manner as if you had submitted a validly executed proxy card.

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If you wish to vote in person at the meeting, written ballotsyou will need to access the meeting by visiting www.meetnow.global/MG75KXZ, where you will be passed outable to anyone who wantslisten to vote at the meeting.meeting live, submit questions and vote. You will need the 15-digit control number provided on your proxy card or Notice.

If you hold your shares through a broker, bank or other nominee: a voting instruction card has been provided to you by your broker, bank or other nominee describing how to vote your shares. If you receive a voting instruction card, you can vote by completing and returning the voting instruction card.Please be sure to mark your voting choices on your voting instruction card before you return it. You may also be able to vote by telephone or via the Internet. Please refer to the instructions provided with your voting instruction card for information about voting in these ways. See also "Will“Will my shares be voted if I do not return my proxy?"” below.

If you wish to vote in person at the meeting, written ballotsyou will be passed outneed to anyone who wantsregister in advance to vote atattend the meeting. However, if you are the beneficial owner of shares held in street name

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through a bank, broker or other nominee,Annual Meeting online and you may not vote your shares at the 2016 Annual Meeting unless you obtain a "legal proxy"“legal proxy” from the bank, broker or nominee that holds your shares, giving you the right to vote the shares at the 2016 Annual Meeting. To register to attend the Annual Meeting online, you must submit proof of your legal proxy reflecting your holdings along with your name and email address to Computershare Trust Company, N.A. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. (Eastern Time) on May 18, 2022. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed by (i) email to legalproxy@computershare.com, with a forward of the email from your broker or attachment of an image of your legal proxy, or (ii) by mail to Computershare Trust Company, N.A., Collegium Pharmaceutical, Inc. Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.

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Q:

What is a proxy?

A:

A:

A proxy is a person you appoint to vote on your behalf. By using any of the methods discussed above, you will be appointing as your proxies Michael T. Heffernan,Joseph Ciaffoni, our President and Chief Executive Officer, and Paul Brannelly,Colleen Tupper, our Executive Vice President and Chief Financial Officer. They may act together or individually on your behalf and will have the authority to appoint a substitute to act as proxy. Whether or not you expect to attend the 2016 Annual Meeting, in person, we request that you please use the means available to you to vote by proxy so as to ensure that your shares of common stock may be counted towards a quorum and voted.

Q:

Will my shares be voted if I do not return my proxy?

A:

A:

If your shares are registered directly in your name, your shares will not be voted if you do not vote over the Internet, by telephone, by returning your proxy by mail or by ballot at the 2016 Annual Meeting.

If your shares are held in "street“street name,"” your brokerage firm may under certain circumstances vote your shares if you do not timely return your voting instructions. Brokers can vote their customers'customers’ unvoted shares on discretionary matters but cannot vote such shares on non-discretionary matters. If you do not timely return voting instructions to your brokerage firm to vote your shares, your brokerage firm may, on discretionary matters, either vote your shares or leave your shares unvoted.

Proposal 1 election(election of directors, is adirectors) and Proposal 2 (the advisory vote on the compensation of our named executive officers) are non-discretionary matter.matters. If you do not instruct your brokerage firm how to vote with respect to this proposal,these proposals, your brokerage firm may not vote with respect to this proposalthese proposals and those shares that would have otherwise been entitled to be voted will be treated as "broker“broker non-votes." "Broker non-votes"” “Broker non-votes” are shares that are held in "street name"“street name” by a bank or brokerage firm that indicates on its proxy that it does not have or did not exercise discretionary authority to vote on a particular matter.

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Proposal 2, ratification3 (ratification of the selectionappointment of our independent registered public accounting firm,firm) is considered a discretionary matter, and your brokerage firm will be able to vote on this proposal even if it does not timely receive instructions from you, so long as it holds your shares in its name. We encourage you to timely provide voting instructions to your brokerage firm or other nominee. This ensures that your shares will be voted at the 2016 Annual Meeting according to your instructions. You should receive directions from your brokerage firm or other nominee about how to submit your voting instructions to them.

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Q:

What if I want to change my vote or revoke my proxy?

A:

A:

If your shares are registered directly in your name, you may revoke your proxy and change your vote at any time before the 2016 Annual Meeting. To do so, you must do one of the following:

1.

Vote over the Internet or by telephone as instructed above. Only your latest Internet or telephone vote is counted. You may not revoke or change your vote over the Internet or by telephone after 11:59 p.m., Eastern Time, on June 8, 2016.

2.

Sign a new proxy and submit it by mail to Computershare Trust Company, N.A., 250 Royall Street, Canton, MA 02021, Attention: Proxy Tabulation, who must receive the proxy card no later than June 8, 2016. Only your latest dated proxy will be counted.

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3.

Attend the 2016 Annual Meeting and vote in person as instructed above. Attending the 2016 Annual Meeting alone will not revoke your Internet vote, telephone vote or proxy submitted by mail, as the case may be.



4.

Give our Corporate Secretary written notice before or at the meeting that you want to revoke your proxy.

1.

Vote over the Internet or by telephone as instructed above. Only your latest Internet or telephone vote is counted. You may not revoke or change your vote over the Internet or by telephone after 11:59 p.m., Eastern Time, on May 18, 2022.

2.

Sign a new proxy and submit it by mail to Computershare Investor Services, PO BOX 505008, Louisville, KY 40233-9814, Attention: Proxy Tabulation, who must receive the proxy card no later than May 18, 2022. Only your latest dated proxy will be counted.

3.

Attend the Annual Meeting and vote as instructed above. Attending the Annual Meeting alone will not revoke your Internet vote, telephone vote or proxy submitted by mail, as the case may be.

4.

Give our Corporate Secretary written notice before or at the meeting that you want to revoke your proxy. If your shares are held in “street name,” you should contact your broker, bank or nominee for information on how to change your voting instructions. You may also vote in person at the Annual Meeting, which will have the effect of revoking any previously submitted voting instructions, if you obtain a “legal proxy” from your broker, bank or nominee as described in the answer to the question “How do I vote my shares?” above.

If your shares are held in "street name," you should contact your broker, bank or nominee for information on how to change your voting instructions. You may also vote in person at the 2016 Annual Meeting, which will have the effect of revoking any previously submitted voting instructions, if you obtain a "legal proxy" from your broker, bank or nominee as described in the answer to the question "How do I vote my shares?" above.​

Q:

What is a quorum?

A:

A:

The holders of a majority of the 23,511,61533,923,148 shares of common stock outstanding as of the Record Date, either present or represented by proxy, constitute a quorum. A quorum is necessary in order to conduct the 2016 Annual Meeting. If you choose to have your shares represented by proxy at the 2016 Annual Meeting, you will be considered part of the quorum. Broker non-votes and abstentions will be counted as present for the purpose of establishing a quorum. If a quorum is not present by attendance or represented by proxy at the 2016 Annual Meeting, the shareholders present by attendance at the meeting or by proxy may adjourn the 2016 Annual Meeting until a quorum is present.

Q:

What vote is required to approve each matter and how are votes counted?

A:

A:

Proposal 1—ElectionDirectors are elected by a majority of Directors

The fourthe votes cast in an uncontested election. Because the number of nominees properly nominated for the Annual Meeting is the same as the number of directors to be elected at the Annual Meeting, the election of directors is an uncontested election. As a result, a nominee for director tomust receive the highesta greater number of votes FORcast “FOR” election willthan votes cast “AGAINST” such nominee’s election to be elected as directors. Thisto the Board (or re-elected, in the case of any nominee who is called a plurality.an incumbent director). To approve Proposal 2 or Proposal 3, the votes cast “FOR” must exceed the votes cast “AGAINST” such proposal.

Proposals 1 is aand 2 are non-discretionary matter.matters. Therefore, if your shares are held by your brokerage firm in "street name"“street name” and you do not timely provide voting instructions with respect to your shares, your brokerage firm cannot vote your shares on Proposal 1. Sharessuch Proposals. Broker non-votes – shares held in "street name"“street name” by banks, brokerage firms, or nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 1such proposals – will not be counted as votes FOR“FOR” or WITHHELD “AGAINST” these proposals. If you “ABSTAIN”

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from any nominee.voting on Proposals 1 or 2, your shares will not be voted “FOR” or “AGAINST” such proposal and will also not be counted as votes cast or shares voting on the proposal. As a result, such "broker non-votes"“broker non-votes” and abstentions will have no effect on the voting on Proposal 1. You may:

1.

vote FOR all four director nominees;

2.

vote FOR a particular nominee1 or nominees and WITHHOLD your vote from the other nominees; or

3.

WITHHOLD your vote from all nominees.

Proposal 2—Ratification of Selection of Independent Registered Public Accounting Firm2.

To approve Proposal 2 is an advisory vote and the votes cast FORresults of this vote will not be binding on the ratification must exceedBoard or the votes cast AGAINSTCompany. However, the ratification. Board values the opinions of our shareholders, and will consider the outcome of the vote when making future decisions on the compensation of our named executive officers and our executive compensation philosophy, policies and procedures.

Proposal 23 is considered a discretionary matter. If your shares are held by your brokerage firm in "street name"“street name” and you do not timely provide voting instructions with respect to your shares, your brokerage firm may vote your unvoted shares on Proposal 2.3. If you ABSTAIN“ABSTAIN” from voting on Proposal 2,3, your shares will not be voted FOR“FOR” or AGAINST“AGAINST” the proposal and will also not be counted as votes cast or shares voting on the proposal. As a result, voting to ABSTAIN“ABSTAIN” will have no effect on the outcome of Proposal 2.3.

Although shareholder approval of our audit committee's selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2016Proposal 3 is not

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required, we believe that it is advisable to give shareholders an opportunity to ratify this selection.appointment. If this proposal is not approved at the 2016 Annual Meeting, the audit committee will reconsider its selectionappointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.2022.

Q:

What if additional proposals are presented at the 2016 Annual Meeting?

A:

A:

We do not intend to bring any other matter for a vote at the 2016 Annual Meeting, and we do not know of anyone else who intends to do so. However, with respect to any other business that properly comes before the 2016 Annual Meeting, your proxies are authorized to vote on your behalf using their judgment.

Q:

Do the directors and officers of the Company have an interest in the outcome of the matters to be voted on?

A:

A:

Our directors and officers will not receive any special benefit as a result of the outcome of the matters to be voted on, except that our non-employee directors will receive compensation for their service as described later in this Proxy Statement under the heading "Proposal“Proposal 1: Election of Directors—Corporate Governance—Compensation of Non-Employee Directors."

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Q:

How many shares do the directors and officers of the Company beneficially own, and how do they plan to vote their shares?

A:

A:

Directors and executive officers, who, as of the Record Date, had beneficial ownership (or had the right to acquire beneficial ownership within sixty days following the Record Date) of approximately 37.93%4.34% of our outstanding common stock, are expected to vote, or direct the voting of their shares, in favor of the election of“FOR” the director nominees set forth in this proxy statement, and in favor of the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2016.

“FOR” Proposals 2 and 3.

Q:

Who will count the votes?

A:

A:

Our inspector of elections, Computershare Trust Company, N.A., will count the votes cast by proxy. Our Corporate Secretary will countproxy and online during the votes cast in person at the 2016 Annual Meeting and will serve as the inspector of election.

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Q:

Who can attend the 2016 Annual Meeting?

A:

A:

All shareholders are invited to attend the 2016 Annual Meeting.

Q:

Are there any expenses associated with collecting the shareholder votes?

A:

A:

We will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and other materials to our shareholders. We do not anticipate hiring an agency to solicit votes from shareholders at this time; however, if we determine that such action

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would be appropriate or necessary, we would pay the cost of such service. Our officers and other employees may solicit proxies in person or by telephone but will receive no special compensation for doing so.

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Q:

Who is our Independent Registered Public Accounting Firm, and will they be represented at the 2016 Annual Meeting?

A:

A:

Grant Thornton Deloitte & Touche LLP served as our independent registered public accounting firm for the fiscal year ended December 31, 20152021 and audited our financial statements for such fiscal year as of December 31, 2015.year. Deloitte & Touche LLP has been selectedappointed by the audit committee to serve in the same role and to provide the same services for the fiscal year ending December 31, 2016.2022. We expect that one or more representatives of Deloitte & Touche LLP will be present at the 2016 Annual Meeting. They will have an opportunity to make a statement, if they desire, and will be available to answer appropriate questions at the end of the 2016 Annual Meeting.

Q:

How do I obtain an Annual Report on Form 10-K?

A:

A:

If you would like a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 20152021 that we filed with the SEC, we will send you one without charge. Please write to:

Collegium Pharmaceutical, Inc.
780 Dedham Street, Suite 800
Canton, MA 02021

Attn: Investor Relations

All of our SEC filings are also available free of charge under the heading "SEC Filings"“SEC Filings” in the "Investors"“Investors” section of our website at www.collegiumpharma.com.

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PROPOSAL 1:
ELECTION OF DIRECTORS

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Our Articles of Incorporation historically provided that the Board iswould be divided into three classes of directors, with oneeach class of our directors standing for election each year,elected every three years for a three-year term. Directors

In 2020, after considering the advantages and disadvantages of declassification, including feedback from shareholders, the Board recommended, and our shareholders approved, an amendment and restatement of our Articles of Incorporation that declassifies the Board on a phased basis over three years. This phased declassification will continue as follows:

Upon the recommendation of the nominating and corporate governance committee, each of Dr. Balice-Gordon, Mr. Bohlin, Dr. Fallon, Dr. Freund, Mr. McFarlane and Ms. Melincoff, have been nominated to serve as directors, and each has agreed to stand for each classelection. If the director nominees are elected at the Annual Meeting, then each nominee will serve for a one-year term expiring at the 2023 annual meeting of shareholders held in the year in which the term for their class expires and until his or her successor is duly elected and qualified.

Elected directors hold office until their death, resignation or removal or their successors are duly elected and qualified. In accordance with our articles of incorporation and bylaws, our directors may fill existing vacancies on our Board (including vacancies resulting from an increase in the number of directors) by appointment. Pursuant to the Virginia Stock Corporation Act, the term of office of a director elected by our Board to fill a vacancy expires at the next shareholders'shareholders’ meeting at which directors are elected. OnceThe number of members of our Board is currently set at nine members, following the appointed director receives the requisite shareholder vote at the annual meeting, he or she will serve for the remainder of the full term of that class and until such director's successor is elected and qualified, or until such director's earlier death, resignation or removal.

        Our Board currently consists of eight directors, divided into the following three classes:

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The Class I directors are John G. Freund, M.D., Patrick Heron and David Hirsch, M.D., Ph.D., and their terms will expire at the 2016 Annual Meeting;



•

The Class II directors are Eran Nadav, Ph.D. and Gino Santini, and their terms will expire at the 2017 annual meeting of shareholders; and



•

The Class III directors are Michael T. Heffernan, R.Ph., Garen G. Bohlin and Theodore R. Schroeder, and, with the exceptionappointment of Mr. Schroeder who will stand for election at the 2016 Annual Meeting, their terms will expire at the 2018 annual meeting of shareholders.

        Two of our Class I directors, John G. Freund, M.D. and David Hirsch, M.D., Ph.D., have been nominatedMcFarlane to serve as Class I directors and have agreed to stand for election. In addition, John A. Fallon, M.D. has been nominated to serve as a Class I director and has agreed to stand for election at the 2016 Annual Meeting. Patrick Heron, who is currently a Class I director, will not stand for re-election at the 2016 Annual Meeting. If the nominees for Class I directors are elected at the 2016 Annual Meeting, then each nominee will serve for a three-year term expiring at the 2019 annual meeting of shareholders and until his successor is duly elected and qualified.

        Theodore R. Schroeder, who was appointed by our Board on January 22, 2016 to fill a vacancy resulting from an increase in the number of directors, has been nominated to serve as a Class III director and has agreed to stand for election. If Mr. Schroeder is elected at the 2016 Annual Meeting, he will serve for the remaining two years of the three-year term of office of a Class III director that will expire at the 2018 annual meeting of shareholders and until his successor is duly elected and qualified.April 2022.

Our directors are elected by a pluralitymajority of the votes cast. Pursuant to our bylaws, a majority of votes cast means that if the votes cast “FOR” such nominee’s election exceed the votes cast “AGAINST” such nominee’s election, such nominee is elected.

If a choice is specified on the proxy card by a shareholder, the shares will be voted as specified. If no contrary indication is made, proxies are to be voted "FOR" Messr. Schroeder“FOR” Dr. Balice-Gordon, Mr. Bohlin, Dr. Fallon, Dr. Freund, Mr. McFarlane and Drs. Fallon, Freund and Hirsch,Ms. Melincoff, or, in the event thatif any such individual is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), for any nominee who is designated by our Board to fill the vacancy.

Recommendation of our Board

OUR BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE (I) FOR THE ELECTION OF DRS.DR. BALICE-GORDON, MR. BOHLIN, DR. FALLON, DR. FREUND, MR. MCFARLANE AND HIRSCHMS. MELINCOFF, AS CLASS I DIRECTORS AND (II) FOR THE ELECTION OF MR. SCHROEDER AS A CLASS III DIRECTOR, IN EACH CASE, AT THE 2016 ANNUAL MEETING.

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Nominees for Election to the Board

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Rita Balice-Gordon, Ph.D., Director.Nominees Dr. Balice-Gordon has served as a member of our Board since September 2020. Dr. Balice-Gordon is the Chief Executive Officer of Muna Therapeutics, a newly formed biotech company that she joined in May 2020, focused on developing novel therapeutics for Electionpatients with neurodegenerative diseases. Previously, Dr. Balice-Gordon served in senior leadership roles at Sanofi, Inc. (“Sanofi”), most recently as Global Head of Rare and Neurological Diseases. Prior to joining Sanofi, Dr. Balice-Gordon led the Board for a Three-Year Term Expiringpsychiatry and pain drug discovery portfolios as Vice President in the Neuroscience and Pain Research Unit at Pfizer, Inc. Earlier in her career, Dr. Balice-Gordon was Professor of Neuroscience and Chair of the Neuroscience Graduate Group at the 2019 Annual MeetingUniversity of ShareholdersPennsylvania Perelman School of Medicine, where she currently holds an appointment as Adjunct Professor in the Department of Neuroscience.

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Dr. Balice-Gordon has authored more than 100 scientific papers, received numerous accolades for her work in the field of neuroscience, including election as a Fellow of AAAS, and has chaired or served on many NIH, national and international committees. She received her B.A. degree in Biological Sciences from Northwestern University, her Ph.D. in Neurobiology from the University of Texas at Austin, and completed a postdoctoral fellowship at Washington University School of Medicine in St. Louis.

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We believe that Dr. Balice-Gordon’s scientific expertise and industry experience, including in the neurology and pain therapeutic areas, provide her with the qualifications and skills to serve as a director.

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Garen Bohlin, Director. Mr. Bohlin has served as a member of our Board since January 2015. Mr. Bohlin has almost 30 years’ experience serving in executive roles at several biotechnology companies, including Constellation Pharmaceuticals, Inc., where he served as an Executive Vice President from January 2010 to his retirement in April 2012.

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Prior to that, Mr. Bohlin served as Chief Operating Officer at Sirtris Pharmaceuticals, Inc. (“Sirtris”), which was acquired by GlaxoSmithKline plc. Prior to joining Sirtris, Mr. Bohlin served as President and Chief Executive Officer of Syntonix Pharmaceuticals, Inc. (“Syntonix”), which was acquired by Biogen Idec. Prior to Syntonix, Mr. Bohlin spent 14 years in executive management at Genetics Institute, Inc. (“Genetics Institute”), which was acquired by Wyeth. Prior to Mr. Bohlin’s tenure at Genetics Institute, he was a partner at Arthur Andersen & Co., where he spent 13 years.

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Since his retirement,Mr. Bohlin has served on the boards of directors of several companies. Mr. Bohlin currently serves on the board of directors of Karyopharm Therapeutics, Inc. (NASDAQ GS: KPTI) (2013 to present) and Curadel Surgical Innovations, Inc, a privately held company (2020 to present). Previously, he served on the board of directors of Acusphere, Inc. (OTC: ACUS) (2005 to

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2015), Tetraphase Pharmaceuticals, Inc. (NASDAQ: TTPH) (2010 to 2020), Proteon Therapeutics, Inc. (NASDAQ: PRTO) (2014 to 2020) and several other publicly traded and privately held biotechnology companies. Mr. Bohlin graduated from the University of Illinois with a B.S. in Accounting and Finance in 1970.

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We believe that Mr. Bohlin’s perspective and experience as a senior executive in our industry, as well as his board and audit committee experience with publicly traded and privately held biotechnology companies, provide him with the qualifications and skills to serve as a director.

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John A. Fallon, M.D., Director. Dr. Fallon has served as a member of our Board since June 2016. Dr. Fallon served as Senior Vice President and Chief Physician Executive at Blue Cross Blue Shield of Massachusetts ("BCBS"(“BCBS”), a health insurance company, from 2004 through 2015. He also recently served as Interim Chief Medical Officer for the Blue Cross Blue Shield Association. Prior to his role at BCBS, Dr. Fallonserved as Chief Executive Officer for clinical affairs at the State University of New York Downstate Medical Center, including University Hospital of Brooklyn and the clinical faculty practice plan. His professional experience also includes the Partners Healthcare System, where he was Chairman of the physician network. Dr. Fallon was also the CEO of Charter Professional Services Corporation and the founder and CEO of North Shore Health System, a large physician-hospital organization in Massachusetts. He serves as the lead independent director on the board of directors of Insulet Corporation (NASDAQ: PODD), a medical devices company, and as a member of the boards of directors of Exact Sciences Corporation (NASDAQ: EXAS), a molecular diagnostics company and AMAG Pharmaceuticals, Inc. (NASDAQ: AMAG), a specialty pharmaceutical company. Dr. Fallon iswas formerly the Chairman of the board of directors of NEHI (Network for Excellence in Health Innovation). In the past, he also served as a member the board of directors of Insulet Corporation (NASDAQ: PODD) (2012 to 2021), a medical devices company; AMAG Pharmaceuticals, Inc. (NASDAQ: AMAG) (2014 to 2020), a specialty pharmaceutical company; Exact Sciences Corporation (NASDAQ: EXAS) (2016 to 2019), a molecular diagnostics company, as well as several not-for-profit boards, including: Alliance for Healthcare Improvement, Massachusetts Health Quality Partners, Massachusetts E-Health Collaborative and Neighborhood Health Plan. He also co-chaired, with the Massachusetts Secretary of Health and Human Services, the Massachusetts Patient Centered Medical Home Initiative. Dr. Fallon practiced internal medicine for more than 20 years, fulfilled his residency at Boston City Hospital, and is Board Certified in Internal Medicine. He received a BAB.A. from the College of the Holy Cross, an MBA from the University of South Florida and a Doctor of Medicine from Tufts University School of Medicine.

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We believe that Dr. Fallon'sFallon’s perspective and experience as an executive and board member in the life sciences industry, as well as his strong medical and scientific background, provide him with the qualifications and skills to serve as a director.

John G. Freund, M.D., Director. Dr. Freund has served as a member of our Board since February 2014. Dr. Freund foundedco-founded Skyline Ventures ("Skyline"(“Skyline”), a venture capital firm, in 1997 and has served aswas its Executive Managing Director at Skyline since its founding.Director. Prior to joining Skyline, Dr. Freund served as Managing Director in the private equity group of Chancellor Capital Management, LLC. In 1995, Dr. Freund co-founded Intuitive Surgical, Inc. and served on its board of directors until 2000. From 1988 to 1994, Dr. Freund served in various positions at Acuson Corporation ("Acuson"(“Acuson”), most recently as Executive Vice President. Prior to joining Acuson, Dr. Freund was a General Partner of Morgan Stanley Venture Partners, from 1987 to 1988. From 1982 to 1988, Dr. Freund worked at Morgan Stanley & Co., where he co-founded the Healthcare Group in the Corporate Finance Department in 1983.Department.

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Dr. Freund currently serves on the board of directors of XenoPort,Sutro Biopharma, Inc. (NASDAQ: XNPT) (1999STRO) (2014 to Present)present), where he is currently Chairman, Tetraphase Pharmaceuticals,and SI-Bone, Inc. (NASDAQ: TTPH) (2012SIBN) (2013 to Present) and Proteon Therapeutics, Inc. (NASDAQ: PRTO) (2014 to Present)present). Dr. Freund also serves on the board of directors of six U.S. registered investment funds managed by The Capital Group Companies. He previously served on the board of directors of several publicly traded companies, including, Proteon Therapeutics, Inc. (NASDAQ: PRTO) (2014 to 2020), Tetraphase Pharmaceuticals, Inc. (NASDAQ: TTPH) (2012 to 2020), XenoPort, Inc. (NASDAQ: XNPT) (1999 to 2016), where he was Chairman,

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Concert Pharmaceuticals, Inc. (NASDAQ: CNCE) (2014 to 2015), MAP Pharmaceuticals, Inc. (NASDAQ: MAPP) (2004 to 2011), and MAKO Surgical Corp. (NASDAQ: MAKO) (2008 to 2013). Dr. Freund is a member of the Advisory Board for the Harvard Business School Healthcare Initiative.

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Dr. Freund graduated from Harvard College with a B.A. in History in 1975, received an M.D. from Harvard Medical School in 1980 and an M.B.A. from Harvard Business School in 1982.

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We believe that Dr. Freund'sFreund’s extensive finance and investment experience, his experience as an executive, and his service on the board of directors of numerous public and privately held companies in our industry provide him with the qualifications and skills to serve as a director.

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        David Hirsch, M.D., Ph.D.,Neil F. McFarlane, Director.    Dr. HirschMr. McFarlane has served as a member of our Board since February 2012. Since 2007, Dr. Hirsch hasApril 2022. Mr. McFarlane previously served as a Founder and Managing Director at Longitude Capital Management Co., LLC ("Longitude"), where he focuses on investments in biotechnology. From 2005 to 2006, Dr. Hirsch was Vice President of Pequot Capital Management ("Pequot"), where he worked in the life sciences practice. Prior to Pequot, Dr. Hirsch was an Engagement Manager in the pharmaceutical practice of McKinsey & Co. While at McKinsey & Co., he worked with many large pharmaceutical companies across a range of projects including clinical and commercial strategies, M&A evaluations, portfolio prioritization and managed care strategy.

        Dr. Hirsch currently serves on the board of directors of Rapid Micro Biosystems, Inc. and previously served on the board of directors of Civitas Therapeutics, Inc. and Precision Therapeutics, Inc. Dr. Hirsch graduated from Johns Hopkins University with a B.S. in Biology in 1991 and, in 2001, received an M.D. from Harvard Medical School as well as a Ph.D. in Biology from Massachusetts Institute of Technology.

        We believe that Dr. Hirsch's perspective and experience as an investor and board member in the life sciences industry, as well as his strong medical and scientific background, provide him with the qualifications and skills to serve as a director.

Nominee for Election to the Board for a Two-Year Term Expiring at the 2018 Annual Meeting of Shareholders

        Theodore R. Schroeder, Director.    Mr. Schroeder has served as a member of our Board since January 2016. Mr. Schroeder currently serves as President, Chief Executive Officer and as a member of the boardBoard of directorsDirectors of Zavante Therapeutics, Inc., a private biopharmaceutical company that he co-founded. Mr. Schroeder co-founded CadenceAdamas Pharmaceuticals, Inc., a formerly public pharmaceutical company, between September 2019 and served as its President and Chief Executive Officer, and as a member of the board of directors, from May 2004 until its acquisition in May 2014November 2021, when Adamas was acquired by MallinckrodtSupernus Pharmaceuticals, Inc. From August 20022016 to February 2004,May 2019, Mr. SchroederMcFarlane served as Seniorthe Chief Operating Officer of Retrophin, Inc., now known as Travere Therapeutics, Inc., where he was responsible for overseeing the operations of Retrophin. From 2011 – 2016 Mr. McFarlane served as Vice President North American Salesof UCB, Inc. (“UCB”). He served as Vice President and Marketing, of Elan Pharmaceuticals, Inc., a neuroscience-based pharmaceutical company, and from February 2001 to August 2002, as General Manager of UCB’s U.S. Immunology Business Unit and as Vice President for the Hospital ProductsGlobal Bone Business Unit. From May 1999 untilUnit in collaboration with Amgen Inc. Prior to his positions at UCB, Mr. McFarlane held positions of increasing responsibility with Genzyme Corporation (“Genzyme”) and Sangstat Medical Corporation prior to its acquisition by Elan Pharmaceuticals, Inc. in November 2000,Genzyme. Mr. SchroederMcFarlane served as Senior Director of Marketing Hospital Products at Dura Pharmaceuticals, Inc., a specialty respiratory pharmaceuticalan officer and pulmonary drug delivery company. Prior to joining Dura Pharmaceuticals, Inc., Mr. Schroeder held a number of hospital-related sales and marketing positions with Bristol-Myers Squibb Company, a global pharmaceutical company. Mr. Schroeder currently serves on the board of directors of Cidara Therapeutics, Inc. (NASDAQ: CDTX) (2014 to Present) and Otonomy Inc. (NASDAQ: OTIC) (August 2015 to Present). From August 2011 until its acquisition by Horizon Pharma, Inc. in May 2015, Mr. Schroeder served on the board of directors of Hyperion Therapeutics, Inc., a formerly public company focused on treating ultra-rare diseases. From December 2009 until its acquisition by Cubist Pharmaceuticals, Inc. in September 2013, he served on the board of directors of Trius Therapeutics, Inc., a formerly public biopharmaceutical company. From June 2010 until its acquisition by the Medicines Company in January 2013, Mr. Schroeder served on the board of directors of Incline Therapeutics, a formerly private biopharmaceutical company focusedenlisted soldier in the acute pain space. Mr. Schroeder also currently serves onUnited States Army Reserves and received his B.S. and M.S. in Nursing from the boardUniversity of directors of Biocom, a regional life science trade association, where he is Chairman and a

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member of the executive committee. Mr. Schroeder received a B.S. in management from Rutgers University.​

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We believe that Mr. Schroeder's extensive knowledge of operations, marketing, sales and general management of a life sciences company and his valuable experience in corporate governance, acquisitions, strategic planning and leadership development provide him with the qualifications and skills to serve as a director.

Members of our Board Continuing in Office

Terms Expiring at the
2017 Annual Meeting of Shareholders (Class II)

        Eran Nadav, Ph.D., Director.    Dr. Nadav has served as a member of our Board since March 2015. Dr. Nadav is a Partner and Managing Director at TPG Biotech, the life science venture investment arm of TPG, a global private investment firm. Dr. Nadav joined TPG in 2007 with a focus on global pharmaceuticals and biotechnology investments. Dr. Nadav has leadership experience in private and public companies in the healthcare sector. Dr. Nadav is currently serving as Chairman of the Board of Trevi Therapeutics, Inc. and as a board member of ShangPharma Corporation (a China-based CRO) and NovaSom, Inc. Dr. Nadav served as the lead investor and Chairman of the Board of Ultragenyx Pharmaceutical, Inc. (NASDAQ: RARE) from January 2012 to June 2015. He served on the board of directors of MacroGenics, Inc. (NASDAQ: MGNX) from June 2013 to June 2014, and the board of directors of Eden Springs Ltd., a European provider of drinking water solutions for the workplace, from July 2010 until August 2011.

        Prior to TPG, Dr. Nadav served as Business Development Director at Eisai, a pharmaceutical company, from September 2003 to August 2007. He previously worked at Johnson & Johnson Development Corporation, the venture capital arm of Johnson & Johnson, from November 1999 until July 2002.

        Dr. Nadav received a B.Sc. magna cum laude in Life Sciences, an M.Sc. magna cum laude and Ph.D. in Biochemistry, as well as an M.B.A., from Tel Aviv University.

        We believe that Dr. Nadav's experience in the venture capital industry and hisMcFarlane’s over 20 years of experience in the biopharma business provide him with the qualificationsglobal biopharmaceutical and skills to serve as a director.

        Gino Santini, Director.    Mr. Santini has served as a member of our Board since July 2012 and has served as our lead independent director since May 2015. Since December 2010, Mr. Santini has been a senior advisor providing financing and business consulting services to venture capital, pharmaceutical and biotechnology companies. Previously, Mr. Santini held various positions at Eli Lilly and Company ("Lilly") from 1983 until his retirement from Lilly in December 2010, most recently as Senior Vice President of Corporate Strategy and Business Development, a position he held since 2007. Mr. Santini also served as a member of Lilly's Executive Committee from January 2004 to his retirement and as President of U.S. Operations. He joined Eli Lilly and Company in 1983 as a financial planning associate in Italy.

        Mr. Santini currently serves as chairman of the board of directors of AMAG Pharmaceuticals Inc. (NASDAQ: AMAG) (2012 to Present), and as a member of the board of directors of Intercept Pharmaceuticals, Inc. (NASDAQ: ICPT) (November 2015 to Present), Horizon Pharma plc (NASDAQ: HZNP) (2012 to Present) and Vitae Pharmaceuticals, Inc. (NASDAQ GS: VTAE) (2014 to Present), as

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well as several privately held companies. Previously, Mr. Santini served on the board of directors of Sorin S.p.A., a company traded on the Italian Stock Exchange (2012 to 2015). He graduated from the University of Bologna, Italy with a B.S. in Mechanical Engineering in 1981 and received an M.B.A. from the Simon School of Business at the University of Rochester in 1983.

        We believe that Mr. Santini's perspective and experience as a senior executive at Lilly, as well as his extensive domestic and international commercial, corporate strategy, business development and transactionlife sciences experience provide him with the qualifications and skills to serve as a director.

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Gwen Melincoff, Director.
Ms. Melincoff has served as a member of our Board since August 2017. Ms. Melincoff has over 25 years of leadership experience in the biotechnology and pharmaceutical industries. Ms. Melincoff is currently managing director at Gemini Advisors LLC, a biopharmaceutical consultancy (since 2013) and an advisor to Verge Genomics, a startup drug discovery company (since 2016); she also served as an advisor to Agent Capital (from 2017 until 2021). From August 2014 to September 2016, she served as Vice President of Business Development at BTG International Inc., a specialist medical products company; she also served as an advisor to Phase 1 Ventures, a startup accelerator from 2015 through 2018. From September 2004 to December 2013, Ms. Melincoff was Senior Vice President of Business Development at Shire Plc (acquired by Takeda). In addition, from 2010 to 2013, she led the Shire Strategic Investment Group, the venture capital arm of Shire Plc. Prior to joining Shire Plc, Ms. Melincoff held managerial and business development positions at various pharmaceutical companies, including Adolor Corporation, Sterling Drug and NanoSystems (a subsidiary of Eastman Kodak).

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Ms. Melincoff currently serves on the board of Gain Therapeutics, Protalix BioTherapeutics, Inc. (NYSE: PLX) and Soleno Therapeutics (NASDAQ: SLNO) (2019 to present). Previously, she served as a board member or observer on the boards of Tobira Therapeutics (acquired by Allergan), DBV Technologies, AM Pharma, ArmaGen Technologies, Promethera Biosciences, Naurex Inc. (acquired by Allergan), Kamada Ltd. (NASDAQ: KMDA), Photocure ASA and Enterome. Ms. Melincoff holds a B.S. in Biology from The George Washington University and an M.S. in Management and Health Care Administration fromPennsylvania State University. Ms. Melincoff has also attained the designation of Certified Licensing Professional (CLP™). Ms. Melincoff was named one of the “Top Women in Biotech

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2013” by Fierce Biotech as well as being named to the Powerlist 100 of Corporate Venture Capital in 2012 and 2013.

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We believe that Ms. Melincoff’s extensive experience in business development and general management in the life sciences industry and her valuable experience in corporate governance and acquisitions provide her with the qualifications and skills to serve as a director.

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Continuing Directors with Terms Expiring at the
2018

2023 Annual Meeting of Shareholders (Class III)

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        Michael T. Heffernan, R.Ph., Chairman,Joseph Ciaffoni, Director, President and Chief Executive Officer.Mr. Heffernan Ciaffoni has served as our President and Chief Executive Officer, and as a director, since July 2018, and prior to that, served as our Executive Vice President and Chief Operating Officer since May 2017. Prior to joining us, Mr. Ciaffoni served as President, U.S. Branded Pharmaceuticals of Endo International plc, a specialty pharmaceutical company, from August 2016 to December 2016. Before that, from April 2012 to August 2016, Mr. Ciaffoni held various positions of increasing responsibility at Biogen Idec, including Senior Vice President, Global Specialty Medicines Group, Senior Vice President, U.S. Commercial and Vice President, U.S. Neurology Field Operations and Marketing. Prior to joining Biogen Idec, Mr. Ciaffoni was Executive Vice President and Chief Operating Officer of Shionogi Inc. and President of Shionogi Pharmaceuticals from July 2008 to October 2010. Mr. Ciaffoni also previously served as Vice President, Sales for Schering-Plough (now Merck) from May 2004 to June 2008, where he was responsible for the cholesterol franchise, and has held several commercial leadership roles at Sanofi-Synthelabo (now Sanofi) from January 2002 to April 2004 and Novartis from January 1994 to December 2001. Mr. Ciaffoni received a B.A. in Communications in 1993 and an M.B.A. in 2000, both from Rutgers, The State University of New Jersey.

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We believe that Mr. Ciaffoni’s perspective and experience as a senior executive in the pharmaceutical industry, as well as the depth of his operations and board experience, provide him with the qualifications and skills to serve as a director.

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Michael Heffernan, R.Ph., Chairman. Mr. Heffernan has served as a member of our Board since October 2003.2003 and served as our President and Chief Executive Officer from October 2003 to June 2018. Since then, Mr. Heffernan has served as a consultant to pharmaceutical and biotechnology companies, and founded Avenge Bio, a private biotechnology company developing an immunotherapy platform to treat solid tumors,where he serves as chief executive officer. Mr. Heffernan has over twenty-five years of experience in the pharmaceutical and related healthcare industries. He was previously the Founder, President and Chief Executive Officer of Onset Therapeutics, LLC, a dermatology-focused company that developed and commercialized products for the treatment of skin-related illnesses and was responsible for the spin-off of the business from the Company to create PreCision Dermatology, Inc. which was acquired by Valeant Pharmaceuticals International, Inc. Mr. Heffernan has held prior positions as Co-Founder, President and Chief Executive Officer of Clinical Studies Ltd., a pharmaceutical contract research organization that was sold to PhyMatrix Corp., or PhyMatrix, and as President and Chief Executive Officer of

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PhyMatrix. Mr. Heffernan started his career at Eli Lilly and Company, where he served in numerous sales and marketing roles. Since March 2015,

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Mr. Heffernan has servedserves on the board of directors of Veloxis Pharmaceuticals A/S (CPH: VELO)Akebia Therapeutics, Inc. (NASDAQ: AKBA) (2018 to present), Biohaven Pharmaceutical Holding Company Ltd. (NSYE: BHVN) (2020 to present), Synlogic, Inc. (NASDAQ: SYBX) (2020 to present) and he currently serves as its Chairman.Trevi Therapeutics, Inc. (NASDAQ: TRVI) (2017 to present). Mr. Heffernan previously served on the board of directors of Keryx Biopharmaceuticals, Inc., a public pharmaceutical company prior to its merger with Akebia, Ocata Therapeutics, Inc. (NASDAQ: OCAT), Cornerstone Therapeutics Inc. (now known as Chiesi USA, Inc.) (NASDAQ: CRTX), and twoVeloxis Pharmaceuticals A/S, prior to its acquisition by Asahi Kasei. Mr. Heffernan is a current member of the boards of several privately held companies. Mr. Heffernan graduated from the University of Connecticut with a B.S. in Pharmacy in 1987 and is a Registered Pharmacist.

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We believe that Mr. Heffernan'sHeffernan’s perspective and experience as a senior executive in the pharmaceutical industry, as well as the depth of his operations and board experience, provide him with the qualifications and skills to serve as a director.

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        Garen G. Bohlin,Gino Santini, Director. Mr. BohlinSantini has served as a member of our Board since January 2015. Mr. Bohlin had almost thirty years' experience serving in executive roles at several biotechnology companies, including Constellation Pharmaceuticals, Inc., where heJuly 2012 and has served as an Executiveour lead independent director since May 2015. Since December 2010, Mr. Santini has been a senior advisor providing financing and business consulting services to venture capital, pharmaceutical and biotechnology companies. Previously, Mr. Santini held various positions at Eli Lilly and Company (“Lilly”) from 1983 until his retirement from Lilly in December 2010, most recently as Senior Vice President of Corporate Strategy and Business Development, a position he held since 2007. Mr. Santini also served as a member of Lilly’s Executive Committee from January 20102004 to his retirement in May 2012. Prior to that, Mr. Bohlin served as Chief Operating Officer at Sirtris Pharmaceuticals, Inc. ("Sirtris"), which was acquired by GlaxoSmithKline plc. Prior to joining Sirtris, Mr. Bohlin servedand as President and Chief Executive Officer of Syntonix Pharmaceuticals, Inc. ("Syntonix"), which was acquired by Biogen Idec. Prior to Syntonix, Mr. Bohlin spent 14 yearsU.S. Operations. He joined Lilly in executive management at Genetics Institute, Inc. ("Genetics Institute"), which was acquired by Wyeth. Prior to Mr. Bohlin's tenure at Genetics Institute, he was1983 as a partner at Arthur Andersen & Co., where he spent 13 years.financial planning associate in Italy.

        Since his retirement, ​

Mr. Bohlin has served on the boards of directors of several companies. Mr. BohlinSantini currently serves onas a member of the board of directors of TetraphaseIntercept Pharmaceuticals, Inc. (NASDAQ: TTPH) (2010ICPT) (2015 to Present)present), Karyopharm Therapeutics, Inc. (NASDAQ GS: KPTI) (2013Horizon Pharma plc (NASDAQ: HZNP) (2012 to Present),present) and Proteon Therapeutics,Allena Pharmaceuticals, Inc. (NASDAQ: PRTO) (2014ALNA) (2012 to Present).present), as well as several privately held companies. Previously, heMr. Santini served on the board of directors of Acusphere,AMAG Pharmaceuticals Inc. (OTC: ACUS) (2005(NASDAQ: AMAG) (2012 to 2015)2020), Vitae Pharmaceuticals, Inc. (NASDAQ GS: VTAE) (2014 to 2016) and four other publiclySorin S.p.A., a company traded or privately

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held biotechnology companies. Mr. Bohlinon the Italian Stock Exchange (2012 to 2015). He graduated from the University of IllinoisBologna, Italy with a B.S. in AccountingMechanical Engineering in 1981 and Financereceived an M.B.A. from the Simon School of Business at the University of Rochester in 1970.1983.

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We believe that Mr. Bohlin'sSantini’s perspective and experience as a senior executive in our industry,at Lilly, as well as his boardextensive domestic and audit committeeinternational commercial, corporate strategy, business development and transaction experience, with publicly traded and privately held biotechnology companies, provide him with the qualifications and skills to serve as a director.

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CORPORATE GOVERNANCE

General

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We believe that good corporate governance is important to ensure that our companyCompany is managed for the long-term benefit of our shareholders. This section describes key corporate governance practices that we have adopted. We have adopted a Code of Ethics, which applies to all of our officers, directors and employees, Corporate Governance Guidelines and charters for our audit committee, our compensation committee, and our nominating and corporate governance committee and our compliance committee. We have posted copies of our Code of Ethics and Corporate Governance Guidelines, as well as each of our

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committee charters, on the Corporate Governance page of the Investors section of our website, www.collegiumpharma.com, which you can access free of charge. Information contained on the website is not incorporated by reference in, or considered part of, this proxy statement. We intend to disclose on our website any amendments to, or waivers from, our Code of Ethics that are required to be disclosed by law or NASDAQ Listing Rules. We will also provide copies of these documents as well as our other corporate governance documents, free of charge, to any shareholder upon written request to Collegium Pharmaceutical, Inc., 780 Dedham Street,100 Technology Center Drive, Suite 800, Canton,300, Stoughton, MA 02021,02072, Attn: Investor Relations.

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Key Corporate Governance Changes

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Under the leadership of our nominating and corporate governance committee, we continually evaluate our corporate governance practices to ensure that these practices provide shareholders with the transparency, accountability and access that they deserve while enabling our management team and Board to conduct our business in a manner that is oriented towards creating long-term and sustainable growth.

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In addition to the declassification of the Board of Directors, in recent years the Board and, as necessary, the shareholders approved the following changes:

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We believe that each of these corporate governance changes represents an important step in the evolution of the Company, and taken together, accurately demonstrate our commitment to continuing to improve and enhance our governance and alignment with the interests of our shareholders.

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Director Independence

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The NASDAQ Listing Rules require a majority of a listed company'scompany’s board of directors to be comprised of independent directors within one year of listing.directors. In addition, the NASDAQ Listing Rules require that, subject to specified exceptions, each member of a listed company'scompany’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act.

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Our Board undertook a review of the composition of our Board and its committees and the independence of each director. Based upon information requested from and provided by each director concerning histheir background, employment and affiliations, including family relationships, our Board has determined that each of our directors, with the exception of Mr. Heffernan,Ciaffoni, is currently an "independent director"“independent director” as defined under the NASDAQ Listing Rules. Our Board also determined that Mr. Bohlin and Drs. FreundFallon and Nadav,Freund, who comprise our audit committee, Messrs. Heron and Santini andcommittee; Dr. Hirsch, who comprise our compensation committee,Freund and Messrs. Bohlin and Santini, who are members ofcomprise our compensation committee; and Ms. Melincoff and Drs. Balice-Gordon and Fallon, who comprise our nominating and corporate governance committee, satisfy the independence standards for such committees established by the SEC and the NASDAQ Listing Rules, as applicable. Additionally, our Board determined

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that Theodore Schroeder, who served as a director and as a member of our compensation committee until May 2021 qualified as an “independent director” as defined under the NASDAQ Listing Rules and satisfied the independence standards for such committee established by the SEC and the NASDAQ Listing Rules. In making the independence determinations set forth above, our Board considered the relationships that each such non-employee director has with our companyCompany and all other facts and circumstances our Board deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director. There are no family relationships among any of our directors or executive officers.officers.

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Board Leadership Structure and Role in Risk Oversight

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Our Board separated the positions of Chief Executive Officer and Chairman of the Board effective July 1, 2018 in connection with Mr. Ciaffoni’s promotion to President and Chief Executive Officer of the Company. Mr. Heffernan, serves asour prior President and Chief Executive Officer, remains our Chairman, and Mr. Santini remains our Lead Independent Director. Our Board believes that the separation of the positions of Chief Executive Officer and Chairman of the Board, combined with a strong Lead Independent Director when we have a non-independent Chairman, reinforces the independence of the Board from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our Board as a whole. Mr. Heffernan became independent under NASDAQ Listing Rules in additionearly 2022, and the Board plans to his role asconsider Mr. Heffernan’s independence in its continuing evaluation of the Board’s leadership structure following the Annual Meeting. Though it does not have current plans to do so, our Board may combine the roles of Chief Executive Officer. In May 2015,Officer and Chairman of the Board again in the future if it believes that would be in the best interest of the company and its shareholders.

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Mr. Heffernan, our Board appointed Mr. Santini as lead independent director. As lead independent director, Mr. Santini is responsible for, among other things:

•

advising thecurrent Chairman, presides over meetings of our Board and holds such other powers and carries out such other duties as are customarily carried out by the chairman of the committeesboard of directors of a company. Mr. Heffernan provides valuable insight to our Board asdue to the information needs, agenda, scheduleperspective and budgetingexperience he brings as our former Chief Executive Officer.

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Mr. Santini currently serves as our Lead Independent Director and presides over portions of time for meetings;



•

collaboratingregularly scheduled meetings at which only our independent directors are present. As Lead Independent Director, Mr. Santini serves as a liaison between management and the independent directors, works in conjunction with the Chairman of our Board on evaluating and improving the effectiveness of our Board;



•

offering counsel to individual directors on the performance of their duties;



•

leading executive sessions of our Board's independent directors; and



•

serving as principal liaison between the non-employee directors and the Chairman of our Board on significant or sensitive issues.

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        We combine the Chairman and Chief Executive Officer positions because we believe that, at this critical juncture in our development, Mr. Heffernan is best suited to oversee the developmentplan and implementation of our strategic vision, including our planned transition from a development stage company into a commercial pharmaceutical organization. Mr. Heffernan's tenureset schedules and agendas for Board meetings, and performs such additional duties as Chairman also reflects our Board's confidence in his leadership and vision for us and recognizes his accomplishments. We believe that by creating a lead independent director position held by Mr. Santini, we have designed a governance structure that best advances our objectives while maintaining proper checks and balances on senior management, and providing the independent members of our Board with openmay otherwise determine and transparent communication regarding our strategic planning activities.delegate.

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One of the key functions of our Board is informed oversight of our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including adopting guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with certain legal, regulatory and regulatorycybersecurity requirements. Our nominating and corporate governance committee monitors the effectivenessefficacy of our corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our compliance committee monitors our programs regarding compliance with laws, regulations, and industry standards that, if breached, may cause significant business, regulatory, or reputational damage.

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Board Meetings

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During the year ended December 31, 2015,2021, our Board held a total of six (6)four meetings. Each of our directors attended at least 75% of the aggregate number of meetings of our Board and meetings of any committee of which he or she was a member, which were held during the time in which he or she was a director or a committee member, as applicable.

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Board Committees

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Our Board has established an audit committee, a compliance committee, a compensation committee, and a nominating and corporate governance committee. Each committee operates under a charter that has been approved by our Board and is available on our website, www.collegiumpharma.com, under the "Investor Relations"Investors section. The information contained in, or that can be accessed through, our website is not part of this proxy statement. The table below provides the membership of each of the committees as of December 31, 2021, with further discussion on each committee and its function below the table.

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Audit Committee

Our audit committee consists of Mr. Bohlin and Drs. FreundFallon and Nadav,Freund and is chaired by Mr. Bohlin. Our audit committee met five (5)eleven times in 2015.2021. The primary purpose of our audit committee is to assist our Board in the oversight of our accounting and financial reporting processes, the audit and integrity of our financial statements, and the qualifications and independence of our independent auditor and to prepare any reports required of the audit committee under the rules of the SEC. The audit committee has the following responsibilities, among other things:

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hiring our independent registered public accounting firm and pre-approving the audit, audit related and permitted non-audit and tax services to be performed by our independent registered public accounting firm;



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reviewing and approving the planned scope of the annual audit and the results of the annual audit;

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reviewing the significant accounting and reporting principles to understand their impact on our financial statements;



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reviewing quarterly with management its assessment of the effectiveness and adequacy of our internal control structure and procedures for financial reporting and reviewing annually with our independent registered public accounting firm the attestation to and report on the assessment made by management;



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reviewing with management and our independent registered public accounting firm, as appropriate, our financial reports, earnings announcements and our compliance with legal and regulatory requirements;



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establishing procedures for the treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and confidential submissions by our employees of concerns regarding questionable accounting or auditing matters;



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periodically reviewing and recommending appropriate changes to our Code of Ethics;



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reviewing and approving related-party transactions; and



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reviewing and evaluating, at least annually, our audit committee's charter.

Our audit committee reviews related-party transactions for potential conflicts of interests or other improprieties in accordance with our related party transactions policy. See "Certain“Certain Relationships and Related Party Transactions—Policies and Procedures for Transactions with Related Persons."”

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The financial literacy requirements of the SEC require that each member of our audit committee be able to read and understand fundamental financial statements. In addition, ourOur Board has determined that Mr. Bohlin qualifies as an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the "Securities Act"“Securities Act”), and has financial sophistication in accordance with the NASDAQ Listing Rules.

Both our independent registered public accounting firm and management periodically meet privately with our audit committee.

Compliance Committee

Our compliance committee consists of Messrs. Santini and Fallon, and is chaired by Mr. Santini. Our compliance committee met four times in 2021. The compliance committee has oversight regarding government investigations and litigation relating to our compliance with laws, regulations, and industry standards and oversees management’s development and implementation of our compliance and ethics policies and practices. The functions of our compliance committee include, among other things:

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Compensation Committee

Our compensation committee consists of Dr. Freund and Messrs. HeronBohlin and Santini and Dr. Hirsch, and is chaired by Dr. Hirsch.Freund. Prior to Mr. Bohlin joining the compensation committee in May 2021, the third member of the compensation committee was Mr. Schroeder, who resigned from the Board effective May 21, 2021. Our compensation committee met six (6)three times in 2015.2021. The primary purpose of our compensation committee is to review the performance and development of our management in achieving corporate goals and objectives and to assure that our executive officers are compensated effectively in a manner consistent with the strategy of our company, competitive practice, sound corporate governance principles and shareholder interests. In carrying out these responsibilities, this committee oversees, reviews and administers all of our compensation, equity and employee benefit plans and programs. The functions of our compensation committee include, among other things:

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reviewing and approving the corporate goals and objectives relevant to executive compensation, evaluating performance in light of those goals and objectives and setting the compensation for our executive officers;



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reviewing and recommending the terms of employment agreements and other employment-related arrangements with our executive officers;



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reviewing and approving our compensation strategy for our employees;



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overseeing and periodically reviewing the operation of all of our employee benefit plans;



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reviewing and recommending to our Board the compensation of our directors;

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administering our equity incentive plans and benefit plans and approving the grant of equity awards to our employees and directors under these plans;



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when required, reviewing and discussing with management our Compensation Discussion and Analysis and recommending to our full Board its inclusion in our periodic reports and proxy statement to be filed with the SEC;



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when required, preparing the report of the compensation committee to be included in our annual proxy statement;



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engaging compensation consultants or other advisors it deems appropriate to assist with its duties; and



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reviewing and evaluating, at least annually, our compensation committee's charter.

The agenda for each meeting of the compensation committee is usually developed by the chair of the compensation committee, in consultation with our Chief Executive Officer. The compensation committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the compensation committee to make presentations, to provide financial or other background information or advice or to otherwise participate in compensation committee meetings. No officer may participate in, or be present during, any deliberations or determinations of the compensation committee regarding the compensation for such officer or employee. Our Chief Executive Officer provides recommendations to our compensation committee with respect to executive and employee compensation, other than his own compensation, including with regard to individual performance levels. The compensation committee often takes into consideration Mr. Heffernan'sthe Chief Executive Officer’s input in granting annual bonusescash incentives or equity awards and setting compensation levels.

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The charter of the compensation committee grants the compensation committee full access to all of our books, records, facilities and personnel, as well as authority to obtain, at our expense, advice and assistance from internal and external legal, accounting or other advisors and consultants and other external resources that the compensation committee considers necessary or appropriate in the performance of its duties. In particular, the compensation committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant'sconsultant’s reasonable fees and other retention terms.

        The Compensation Committee engaged Radford, an independent compensation consultant, during the fiscal year ended December 31, 2015 to provide comparative data on executive and non-employee director compensation practices in our industry and to advise on our executive, non-executive and non-employee director compensation and equity plan programs generally. The company pays the cost for Radford's services. However, the compensation committee retains the sole authority to direct, terminate or engage Radford's services. Compensation for all services provided by Radford did not exceed $120,000 during the fiscal year ended December 31, 2015.

The compensation committee is responsible for making determinations, or making recommendations to our Board, regarding compensation of executive officers, making changes to pre-approved salary ranges, salary increases, equity awards, incentive payments and pre-approved equity ranges for new hires and making material changes to benefits offered to our employees. In addition, the compensation committee makes recommendations to our Board regarding the compensation of directors and the initiation of offerings under our 2015 Employee Stock Purchase Plan. The compensation committee also administers our equity-based plans and determines whether to approve smaller increases in the number of shares reserved under our Amended and Restated 2014 Stock Incentive Plan and 2015 Employee Stock Purchase Plan than those that automatically occur each year pursuant to the "evergreen"“evergreen” provisions of such plans.

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        Under our articles of incorporation,the compensation committee, the compensation committee may form and delegate any or all of its duties or responsibilities to a subcommittee of the compensation committee, to the extent consistent with our articles of incorporation, bylaws and applicable laws and rules of markets in which our securities then trade. During the fiscal year ended December 31, 2015,The compensation committee has also delegated authority for certain actions to certain of our executive officers. For example, the compensation committee has delegated the authority (i) to amend our 401(k) Retirement Plan (the "401(k) Plan"“401(k) Plan”) to the Chief Executive Officer and Chief Financial Officer

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and (ii) to enter into employment agreements with all employees other than employees that directly report to the Chief Executive Officer and/or are executive officers, to the Chief Executive Officer.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Messrs. Bohlin, HeffernanDr. Fallon, Ms. Melincoff and Santini,Dr. Balice-Gordon and is chaired by Mr. Santini.Dr. Fallon. Our nominating and corporate governance committee met two (2)five times in 2015.2021. The primary purpose of our nominating and corporate governance committee is to assist our Board by identifying individuals qualified to become members of our Board, recommending a slate of nominees to be proposed by our Board to shareholders for election to our Board, developing and recommending corporate governance principles and guidelines of our company and monitoring compliance therewith and to recommend directors to serve on the committees of our Board.

The functions of our nominating and corporate governance committee include, among other things:

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assisting our Board in identifying prospective director nominees and recommending nominees for each annual meeting of shareholders to our Board;



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reviewing developments in corporate governance practices and developing and recommending governance principles applicable to our Board;



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reviewing independence of our Board;



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evaluating and making recommendations as to the size and composition of the Board;



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recommending members for each board committee of our Board;



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determining qualifications for service on our board;



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reviewing and recommending to our board any changes to our corporate governance principles and guidelines;



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reviewing the adequacy of our articles of incorporation and bylaws and recommending to our Board, as conditions dictate, amendments for consideration by our shareholders; and



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periodically reviewing and evaluating, at least annually, our nominating and corporate governance committee's charter.

        We believe that the composition of our nominating and corporate governance committee meets the requirements for independence under current NASDAQ Listing Rules and SEC rules and regulations. Our Board has determined that Messrs. Bohlin and Santini are independent as independence is currently defined in applicable NASDAQ Listing Rules. Although the Board determined that Mr. Heffernan does not satisfy the independence standards, we are permitted to phase in our compliance with the independent nominating and corporate governance committee requirements as follows: (i) one independent member at the time of listing, (ii) a majority of independent members within 90 days of listing and (iii) all independent members within one year of listing. Prior to May 7, 2016, which is the date that is one year after our listing on The NASDAQ Global Select Market, we expect that Mr. Heffernan will resign from the nominating and corporate governance committee, and this committee will be comprised solely of the independent directors pursuant to the NASDAQ Listing Rules.

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Compensation Committee Interlocks and Insider Participation

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Dr. HirschFreund and Messrs. HeronBohlin and Santini served as members of our compensation committee duringas of the close of the fiscal year ended December 31, 2015.2021 and Mr. Heron and Dr. Hirsch each have relationships with us that require disclosure under Item 404Schroeder served as a member of Regulation S-K under the Exchange Act. See "Certain Relationships and Related Party Transactions" for more information.compensation committee until May 21, 2021.

No member of our compensation committee is or has ever been an executive officer or employee of ours. In addition, none of our executive officers currently serves, or has served during the last completed year, on the board of directors, compensation committee or other committee serving an equivalent function, of any other entity that has, or had at the time of such executive officer’s service, one or more officers serving as a member of our Board or compensation committee.

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Code of Business Conduct and Ethics for Employees, Executive Officers and Directors

Our Board has adopted a Code of Ethics applicable to all of our employees, executive officers and directors. The Code of Ethics is available on our website at www.collegiumpharma.com. Our Board is responsible for overseeing compliance with the Code of Ethics, and our Board or an appropriate committee thereof must approve any waivers of the Code of Ethics for employees, executive officers or directors. Disclosure regarding any amendments to the Code of Ethics, or any waivers of its requirements, will be made on our website.

Director Nomination Process

Identification and Evaluation of Nominees for Directors

Our nominating and corporate governance committee is of the view that the continuing service of qualified incumbents promotes stability and continuity in the board room, contributing to our Board'sBoard’s ability to work as a collective body, while providing us the benefit of the familiarity and insight into our affairs that our directors have accumulated during their tenure. Accordingly, our nominating and corporate governance committee recommends to our Board the re-nomination of incumbent directors for election who continue to satisfy our nominating and corporate governance committee'scommittee’s criteria for membership on our Board, whom our nominating and corporate governance committee believes continue to make important contributions to our Board and who consent to continue their service on our Board. Consistent with this policy, in considering candidates for election at our annual meeting of shareholders, the nominating and corporate governance committee will first determine the incumbent directors whose terms expire at the upcoming meeting and who consent to continue their service on our Board. If our nominating and corporate governance committee determines that an incumbent director consenting to re-nomination continues to be qualified and has satisfactorily performed his or her duties as director during the preceding term, and there exist no reasons, including considerations relating to the composition and functional needs of our Board as a whole, why in our nominating and corporate governance committee'scommittee’s view the incumbent should not be re-nominated, the nominating and corporate governance will, absent special circumstances, propose the incumbent director for nomination by our Board for re-election at our annual meeting of shareholders.

If any member of our Board does not wish to continue in service or if our Board decides not to re-nominate a member for re-election, the nominating and corporate governance committee identifieswill identify a new nominee that meets the nominating and corporate governance committee’s criteria above.for membership on our Board. The committee may, in its sole discretion, solicit recommendations for nominees from persons that the nominating and corporate governance committee believes are likely to be familiar with qualified candidates. These persons may include members of our Board, including members of the nominating and corporate governance committee, and our management team. The nominating and corporate governance committee may, in its sole discretion, determine to engage a professional search firm to assist in identifying qualified candidates. If a search firm is engaged, the nominating and corporate governance committee will set its fees and scope of engagement. The nominating and corporate

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governance committee may, in its sole discretion, solicit the views of the Chief Executive Officer, other members of our senior management and other members of our Board regarding the qualifications and suitability of candidates to be nominated as directors. The nominating and corporate governance committee may, in its sole discretion, designate one or more of its members (or the entire nominating and corporate governance)governance committee) or other members of our Board to interview any proposed candidate. Based on all available information and relevant considerations, the nominating and corporate governance committee will select a candidate who, in the view of the committee, is most suited for membership on our Board. To date,Prior to 2020, except as described below in connection with the nomination of Dr. Fallon, the nominating and corporate governance committee hashad not utilized professional search firms to identify candidates to serve on our Board. The nominating and corporate governance committee may in the future choose to do so in those situations where particular qualifications are required or where existing contacts are not sufficient to identify an appropriate candidate.

        The nominating and corporate governance committee engagedBoard; however, a professional search firm was engaged to identify potential candidates for directorassist in filling

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the Board’s most recent vacancy with experience as an executivea candidate who, in addition to bringing needed skills and board member in the life sciences industry and a strong medical and scientific background. In late 2015 and early 2016, after reviewing the candidates suggested by the search firm, the nominating and corporate governance committee recommended, and the Board approved, the nomination of Dr. Fallon for electionnew expertise to the Board, atalso increased the 2016 Annual Meeting. Dr. Fallon's qualifications and areas of expertise are described under the heading "Proposal 1: Election of Directors—Nominees for Election to the Board—Nominees for Election to the Board for a Three-Year Term Expiring at the 2019 Annual Meeting of Shareholders" above.Board’s gender diversity.

        We have not received director candidate recommendations from our shareholders. We do, however, have a formal policy regarding consideration of such recommendations. In making its selection of director nominees, the nominating and corporate governance will evaluatecommittee evaluates any candidates proposed by shareholders under criteria similar to the evaluation of other candidates and in accordance with our bylaws and as is otherwise required pursuant to the Exchange Act. However, the nominating and corporate governance committee may consider, as one of the factors in its evaluation of shareholder-recommended nominees, the size and duration of the ownership by the recommending shareholder or shareholder group in our capital stock. The nominating and corporate governance committee may also consider the extent to which the recommending shareholder intends to continue holding its interest in the Company, including, in the case of nominees recommended for election at an annual meeting of shareholders, whether the recommending shareholder intends to continue holding its interest at least through the time of such annual meeting.

        Under our bylaws, shareholdersShareholders wishing to suggest a candidate for director must write to our Corporate Secretary. In order to give the nominating and corporate governance committee sufficient time to evaluate a recommended candidate and/or include the candidate in our proxy statement for the 2017 annual meeting, the recommendation must be received by our Corporate Secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled "Shareholder“Shareholder Communications with Our Board.”

Shareholder nominations should be made according to the procedures set forth in our bylaws and detailed in the section below entitled “Shareholder Proposals and Director Nominations for 20172023 Annual Meeting of Shareholders."” Such submissions must state the nominee'snominee’s name and address, together with appropriate biographical information and background materials, and information with respect to the shareholder or group of shareholders making the recommendation, including the number of shares of common stock owned by such shareholder or group of shareholders, as well as other information required by our bylaws. We may require any proposed nominee to furnish such other information as we may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director or that could be material to a reasonable shareholder'sshareholder’s understanding of the independence, or lack thereof, of such proposed nominee.

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Director Qualifications

The nominating and corporate governance committee has adopted guidelines and procedures for identifying and evaluating candidates for director that provide for a fixed set of specific minimum qualifications for its candidates for membership on our Board. At a minimum, each director is expected to:

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understand our business and relevant industries in general;



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regularly attend meetings of our Board and of any committees on which the director serves;



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review in a timely fashion and understand materials circulated to our Board regarding us or our industry;



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participate in meetings and decision-making processes in an objective and constructive manner; and



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be reasonably available, upon request, to advise our officers and management.

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The nominating and corporate governance committee will also consider factors such as the likelihood that he or she will be able to serve on our Board for a sustained period, global experience, experience as a director of a public company and knowledge of relevant industries. Due considerationour industry. Consideration will be given to our Board'sBoard’s overall balance of diversity of perspectives, backgrounds and experiences. Our nominating and corporate governance committee considers personal diversity, including gender, national origin, ethnic and racial diversity, as an additional benefit to our Board as a whole. The nominating and corporate governance further believes it is appropriate forcommittee considers

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the requirement that at least one member of our Board to meet the criteria for an "audit“audit committee financial expert"expert” as that phrase is defined under the regulations promulgated by the SEC, and that a majority of the members of our Board be independent as required under the NASDAQ Listing Rules. The nominating and corporate governance committee believes it is appropriate for our Chief Executive Officer to serve as a member of our Board. Our directors'directors’ performance and qualification criteria are reviewed periodically by the nominating and corporate governance committee.

In evaluating director nominees, the nominating and corporate governance committee will consider, among other things, the following factors:

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the background and qualifications of the candidate, including information concerning the candidate required to be disclosed in our proxy statement under the rules of the SEC and any relationship between the candidate and the person or persons recommending the candidate;



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if the candidate satisfies certain minimum qualifications and other criteria that we have set for membership on our Board;



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if the candidate possesses any of the specific qualities or skills that under the nominating and corporate governance policies must be possessed by one or more members of our Board;



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the contribution that the candidate can be expected to make to the overall functioning of our Board;



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the extent to which the membership of the candidate on our Board will promote diversity among the directors; and



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other factors such as independence under applicable NASDAQ Listing Rules, relationships with our shareholders, competitors, customers, suppliers or other persons with a relationship to the Company.

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The nominating and corporate governance committee'scommittee’s goal is to assemble a Board that brings to the Company a variety of perspectives and skills derived from high quality business and professional experience. Moreover, the nominating and corporate governance committee is of the view that the composition of our Board, as a whole, should reflect a mix of skills and expertise that are appropriate

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for our company given our circumstances and that, collectively, enables our Board to perform its oversight function effectively. Nominees are not discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law.

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Director Attendance at Annual Meetings

Our Board has a policy of encouraging director attendance at our annual meetings of shareholders, but attendance is not mandatory. Our Board and management team encourage all of our directors to attend the 2016 Annual Meeting. All of our directors attended the 2021 annual meeting of shareholders in May 2021.

Shareholder Communications with our Board

Shareholders seeking to communicate with our Board must submit their written comments to our Corporate Secretary, Collegium Pharmaceutical, Inc., 780 Dedham Street,100 Technology Center Drive, Suite 800, Canton,300, Stoughton, MA 02021.02072. The Corporate Secretary will forward such communications to each member of our Board, except in cases where, in the opinion of our Corporate Secretary it would be inappropriate to send a particular shareholder communication to a specific director, in which cases such communication will only be sent to the remaining directors (subject to the remaining directors concurring with such opinion).

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Compensation of Non-Employee Directors

        On August 4, 2015, our Board approved aOur non-employee director policy provides for cash compensation policy, which establishedto the followingdirectors as follows:

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In addition to the foregoing cash compensation, guidelines:

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each non-employee director will receive an annual retainer of $40,000;



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upon joining the Board, each non-employee director will receive an initial grantrestricted stock units of options to purchase 15,000 sharesthe Company, with the number of such units determined by dividing $225,000 by the average closing price of our common stock which will vest over a four-yearfor the 30-day period with 25% of the grant vestingending on the one-year anniversarytrading day immediately prior to the date of the grant date and the remainder vesting ratably each month thereafter in equal installments over a three-year period, subject to continued service as a director;grant.



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eachEach non-employee director will beis also granted, options to purchase 8,700 shareson the date of common stock at each annual meeting of shareholders, which will vest in fullrestricted stock units of the Company, with the number of such units determined by dividing $225,000 by the average closing price of our common stock for the 30-day period ending on the one-year anniversarytrading day immediately prior to the date of grant. New directors who join after the Company’s annual meeting of shareholders for the applicable year but six or more months before the next annual meeting will also receive a full annual grant date, subject to continued service as a director;



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each non-employee directoramount at the time of joining. New directors who serves as chairperson of a committee of the board will receive additional compensation as follows:join



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the chairperson of the audit committee will receive an annual retainer of $15,000;



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the chairperson of the compensation committee will receive an annual retainer of $10,000; and



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the chairperson of the nominating and corporate governance committee will receive an annual retainer of $7,500; and



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each non-employee director who serves as a non-chair member of a committee of the board will receive additional compensation as follows:



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the members of the audit committee will receive annual retainers of $7,500;



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the members of the compensation committee will receive annual retainers of $5,000; and



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the members of the nominating and corporate governance committee will receive annual retainers of $3,750.

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after the annual meeting but less than six months before the next annual meeting would receive 50% of the annual grant amount.

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The following table sets forth in summary form information concerning the compensation that we paid or awarded for services rendered during the fiscal year ended December 31, 20152021 to our independent, non-employee directors.

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and diversity so that the Board is capable of effectively overseeing the execution of our business and meeting the Company’s evolving needs, with diversity reflecting gender, age, race, ethnicity, background, professional experience and perspectives. The Nominating and Corporate Governance Committee considers the value of stock options granted during 2015,diversity on the Board in evaluating director candidates. Accordingly, the Nominating and Corporate Governance Committee’s evaluation of director nominees includes consideration of their ability to contribute to the diversity of personal and professional experiences, opinions, perspectives and backgrounds on the Board.

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As presently constituted, the Board represents a deliberate mix of members who have a deep understanding of our business as calculatedwell as members who have different skill sets and points of view. The recently adopted listing requirements of NASDAQ require each listed company, subject to certain exceptions for smaller reporting companies and companies with five or fewer members, to have, or explain why it does not have, at least two Diverse directors on the board, including at least one Diverse director who self-identifies as Female, and at least one Diverse director who self-identifies as an Underrepresented Minority or LGBTQ+. Each term used above and in accordance with ASC Topic 718. See Note 11the matrix below has the meaning given to it in NASDAQ Listing Rule 5605(f).

As a company listed on the NASDAQ Global Select Market, we are required to have, or explain why we do not have, at least one Diverse director by the later of (i) August 6, 2023 or (ii) the date we file our proxy statement for our 2023 Annual Meeting of Stockholders, and at least two Diverse directors by the later of (i) August 6, 2025 or (ii) the date we file our proxy statement for our 2025 Annual Meeting of Stockholders. The matrix below provides certain highlights of the financial statements includedcomposition of our Board members based on self-identification.

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Environmental and Social Issues

Environmental, social, and governance (“ESG”) is fundamental to our strategy, purpose and culture. We retained a third-party consultant (NASDAQ) to review our ESG strategy and disclosures, with ultimate oversight maintained by our Board of Directors and operationalized by our Nominating and Corporate Governance committee. We are currently surveying all company departments with responsibility for activities that impact our ESG profile, including Commercial Operations, Supply Chain Management, Research and Development, Clinical Operations, Human Resources and Legal, among others. We are also committed to aligning our practices with stakeholder expectations and third-party frameworks including the Sustainability Accounting Standards Board (SASB) Biotechnology & Pharmaceuticals standard, which affirms our commitments to the safety of clinical trial participants, drug safety and other priorities important to our stakeholders.

Environment

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In 2021, we began refreshing our environmental risk management policies through setting baselines and tracking resources with a focus on reducing environmental impacts while exploring appropriate disclosures about future climate risks and the material impacts on our company.

We conduct our operations in compliance with applicable laws, directives and regulations. Our current material handling policies and management systems include procedures for assessing compliance with applicable laws and regulations and reporting incidents of non-compliance to applicable governmental authorities.

Moreover, we are reviewing and updating our vendor performance management policies governing our manufacturing vendors, as part of our commitment to environmental sustainability, in order to minimize resource use (e.g., energy and water) and waste generation, optimize the use of raw materials, and undertake continuous improvement in environmental performance, with an emphasis on recycling of packaging materials and working with sustainability opportunities in our Annual Reportvendor supply chains.

Collegium Culture, Employee Engagement and Management of Human Capital Resources

Our employees are foundational to our current and future success, and we believe that their engagement and commitment are among our most valuable assets. As we seek to build and sustain a challenging, inspiring, and inclusive environment for our employees, we have focused on Form 10-Ksafety and wellness; talent acquisition and retention; employee engagement, development, and training; diversity and inclusion; and compensation and pay equity.

At Collegium, we recognize that we have a responsibility to hold ourselves to the highest standard of business and professional ethics. Our Core Values are the foundational principles of our organization and guide our work, how we interact with each other and our communities and influence the business strategies we employ to fulfill our mission. Our Core Values are: maintain uncompromising Integrity in everything we say and do; embrace the Differences among us to make our ideas richer and better serve our communities; encourage Expression to push ourselves to think big and make our voices heard; and be Accountable to each other, our customers and our communities.

As one reflection of our Core Values, Collegium is dedicated to being a responsible corporate citizen. We and our employees strive to make a positive impact in the communities where we live and work by fostering a culture of philanthropy, service, and mentorship, supporting the wellness of our communities, and working for equitable access to education and educational resources. In addition, Collegium has a charitable matching gift program, which enables employees to make matched charitable donations to any registered 501(c)(3) charity. Collegium has also established a service initiative, which includes financial donations supporting local and national nonprofits with a focus on STEM initiatives and community service. In 2021, Collegium donated over $140,000 and over 400 hours of service in support of these charitable initiatives.

Employee Health & Safety

We believe that the success of our business is fundamentally connected to the well-being of our employees; accordingly, we are committed to their health, safety, and wellness. We provide all employees and their families with access to a variety of innovative, flexible and convenient health and wellness programs. These programs include benefits that provide protection and security so they can have peace of mind concerning events that may require time away from work or that impact their financial well-being; that support their physical and mental health by providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors; and that offer choice where possible so they can customize their benefits to meet their needs and the needs of their families. In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our

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employees, as well as the community in which we operate, and which comply with government regulations. From March 2020 through August 2021, we modified our remote work policies to enable our employees to work from home wherever possible, and for employees who could not, or chose not to, work from home, we implemented safety measures to help prevent the spread of COVID-19 in the workplace, such as mandatory face coverings, social distancing, hand hygiene, and limited face-to-face meetings. Since August 2021, when all office-based employees returned to the office on a hybrid workweek basis, both office-based and field-based employees (except in very limited circumstances) have been required to be fully vaccinated against COVID-19.

Employee Engagement

None of our employees are represented by a labor organization or under any collective bargaining arrangements. We consider our employee relations to be good. In December 2021, Collegium was recognized by the Boston Globe as a 2021 Massachusetts Top Place to Work. In February 2022, Collegium was recognized as a 2022 National Top Place to Work (for the second year in a row). This award is based on an anonymous employee survey concerning engagement, leadership, connection, company values, benefits, and other topics. These surveys are conducted annually; in 2021, the recognition was based on participation and feedback from 78.3% of our workforce. We believe these recognitions reflect our dedication to our four Core Values.

Talent Acquisition & Retention

We seek to identify, recruit, retain, incentivize, and integrate our existing and new employees, advisors and consultants. All full-time employees receive stock-based and cash-based compensation awards through the compensation cycle; stock-based compensation includes restricted stock units, or RSUs, for the fiscalentire organization. The principal purposes of our equity and cash incentive plans are to attract, retain and reward personnel as they strive to increase stockholder value and contribute to the success of our company by motivating such individuals to perform to the best of their abilities and achieve our objectives. Collegium offers a comprehensive and competitive benefit package to all full-time employees that includes medical, dental and vision benefits; flexible spending account; life and disability insurance; paid parental and caregiver leave; a 401(k) with a dollar-for-dollar matching contribution on the first 5% contributed by the employee; an employee stock purchase plan; a hybrid workweek that allows most employees to work from home up to two days each week, and charitable matching up to $1,000 per employee per calendar year ended December 31, 2015 for assumptions useddonations to registered 501(c)(3) charity. In addition, we sponsor an employee recognition program that allows Collegium employees to reward their co-workers who have exhibited one of the Company's Core Values and/or Leadership Behaviors by awarding them points that can be redeemed for gift cards or merchandise. In 2021, we had 32 new hires and, as of March 15, 2022, our voluntary turnover rate was 17.7% in calculatingthe home office and 7.8% in the field.

Employee Training & Development

Collegium believes that career development begins with good conversations between employees and their managers that ensure regular feedback, and the Company has implemented tools and annual processes that allow all employees in conjunction with their managers to explore possibilities and drive development action. All employees work with their managers to create annual Individual Development Plans with specific objectives and resource requirements. We encourage our employees to develop both breadth and depth of experience, to build transferable skills, broaden perspective and to hone technical skill sets. While career promotion is driven by business needs and sustained strong performance and capabilities, we have identified and articulated leadership behaviors that drive career development within the organization, and our people managers provide feedback to all employees that is tied to demonstration of these skills. We also conduct an annual Leadership Summit that is focused on aligning leaders around a common set of organizational

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priorities; building and fostering Collegium’s culture; facilitating knowledge exchange and development amongst Collegium’s leaders; and fueling networking and collaboration across the organization.

Diversity, Equity, and Inclusion

We are unwavering in our commitment to treat our colleagues with equal humanity, and we will be open-minded and inclusive in our dealings with one other, both because these expectations flow from our Core Values and because creating a diverse, equitable, and inclusive environment improves our performance and our business. When people feel appreciated and included, they can be more creative, innovative, and successful, which in turn drives commercial success and enhances shareholder value. Leveraging the contributions of a diverse employee population creates an environment in which individual differences and capabilities are valued. We are therefore committed to employing people whose diverse backgrounds contribute to innovation and allow our company to approach the complex issues that face our industry from many different perspectives. Consistent with this amount. belief, we are committed to ensuring that our employees are treated with respect and dignity to drive a culture of inclusion that values the broad perspective of each employee and fully harnesses the contributions they can make.

As of December 31, 2015, the aggregate numberMarch 15, 2022, our workforce breakdown with respect to gender and self-reported race and ethnicity was as follows:

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As in everything we do, we are committed to continuous improvement in this area. In recent years, we launched a Diversity, Inclusion and Equity Council (the “Council”) comprised of shares underlying stock options helda cross-functional group of employees, and chaired by each non-employee director were as follows; Mr. Bohlin: 28,985 (of which, 6,644 were exercisable as of December 31, 2015); Dr. Freund: 15,000 (none of which were exercisable as of December 31, 2015); Mr. Heron: 15,000 (none of which were exercisable as of December 31, 2015); Dr. Hirsch: 15,000 (none of which were exercisable as of December 31, 2015); Dr. Nadav: 15,000 (none of which were exercisable as of December 31, 2015); and Mr. Santini: 15,000 (none of which were exercisable as of December 31, 2015). The compensation earned by Mr. Heffernan, as President andour Chief Executive Officer, for fiscal year 2015that focuses on listening to and learning from our lived experiences and aligning on actions that we can take to improve the diversity and inclusivity of our organization. The Council is, includedamong other activities, working to enhance our training curriculum with ongoing, mandatory diversity, equity, and inclusion education. We have also engaged in a review of our recruitment and hiring practices with the "Executive Compensation—Summary Compensation Table"intention of improving the diversity of Collegium at all levels. While we are proud of the diversity of backgrounds and his outstanding stockidentities that our workforce exhibits, we will make the necessary investments of time, resources, and option awards are included under "Executive Compensation—Outstanding Equity Awards at Fiscal Year-End" below.

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AUDIT COMMITTEE REPORT

The primary purpose of the audit committee is to oversee our financial reporting processes on behalf of our Board. The audit committee'scommittee’s functions are more fully described in its charter, which is available on our website at www.collegiumpharma.com.

In the performance of its oversight function, the audit committee has reviewed and discussed our audited consolidated financial statements for the fiscal year ended December 31, 20152021 with management and with Grant ThorntonDeloitte & Touche LLP, our independent registered public accounting firm for the fiscal year ended December 31, 2015.2021. In addition, the audit committee has discussed with Deloitte & Touche LLP the matters required to be discussed by Public Company Accounting Oversight Board ("PCAOB"(“PCAOB”) Auditing Standard No. 16,1301, CommunicationCommunications with Audit Committees, and all other communications required under the PCAOB standards. The audit committee has met with Grant Thornton LLP.Deloitte & Touche LLP, with and without management present, to discuss the results of its examination, its evaluation of our internal control over financial reporting and the overall quality of our financial reporting. The audit committee has also received and reviewed the written disclosures and the letter from Grant ThorntonDeloitte & Touche LLP required by the applicable requirements of the PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed with Grant ThorntonDeloitte & Touche LLP their independence from us.

Based on the review and discussions referenced above, the audit committee recommended to our Board that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2015.2021.

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TheThe foregoing report of the audit committee does not constitute soliciting material and will not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.

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PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

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Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, we are conducting a shareholder advisory vote on the compensation paid to our named executive officers. This proposal, commonly known as “say-on-pay,” gives our shareholders the opportunity to express their views on our named executive officers’ compensation. The vote is advisory, and, therefore, it is not binding on the Board, the compensation committee, or the Company. Nevertheless, the compensation committee will take into account the outcome of the vote when considering future executive compensation decisions. At the 2019 Annual Meeting, the shareholders indicated their preference that we solicit a “say-on-pay” vote annually. The Board has adopted a policy that is consistent with that preference.

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As described in detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, our executive compensation program is designed to attract, motivate and retain our named executive officers who are critical to our success. Our Board believes that our executive compensation program is well tailored to retain and motivate key executives while recognizing the need to align our executive compensation program with the interests of our shareholders and our “pay-for-performance” philosophy. We encourage our shareholders to read the “Compensation Discussion and Analysis” section as well as the “Summary Compensation Table” table below and other related compensation tables and narrative disclosures, which describe our executive compensation philosophy, programs, and practices and the 2021 compensation of our named executive officers.

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We are asking our shareholders to indicate their support for the compensation of our named executive officers as described herein. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our executive compensation philosophy, programs, and practices as described in this Proxy Statement.

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Recommendation of our Board

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AT THE ANNUAL MEETING.

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EXECUTIVE OFFICERS

The following are biographical summaries of our executive officers and their ages, except for Mr. Heffernan,Ciaffoni, whose biography is included under the heading "Proposal“Proposal 1: Election of Directors"Directors” set forth above:

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        Paul Brannelly,Colleen Tupper, Executive Vice President and Chief Financial Officer. Mr. BrannellyMs. Tupper has served as our Executive Vice President and Chief Financial Officer since February 2015.May 2021. Prior to joining us, Mr. Brannelly served as Senior Vice President, Finance and Administration, and Treasurer of Karyopharm Therapeutics Inc. (NASDAQ: KPTI) ("Karyopharm") from June 2013 to August 2014. From August 2014 to November 2014, Mr. Brannelly served as a consultant to Karyopharm. Prior to joining Karyopharm, Mr. Brannelly served as Vice President, Finance, Treasurer and Secretary at Verastem, Inc. (NASDAQ: VSTM) ("Verastem") from August 2010 to May 2013. From January 2010 to September 2011, Mr. Brannelly held the position of Chief Financial Officer at the Longwood Fund, a venture capital firm aimed at investing in, managing and building healthcare companies, where he set up the financial and operational infrastructure following the closing of its first fund and eventuallyMs. Tupper most recently served as Chief Financial Officer, U.S. Business Unit as well as a member of its two startup companies, Verastemthe U.S. Business Unit Executive Leadership Team and OvaScience, Inc. (NASDAQ: OVAS). From November 2005the Global Finance Leadership Team at Takeda from January 2019 to September 2009, he served as Vice President, Finance at Sirtris Pharmaceuticals, Inc. ("Sirtris"), a biopharmaceutical company which GlaxoSmithKline plc purchased for $720 million in 2008, where he managed the S-1 preparation and due diligence process for Sirtris' initial public offering and managed the company's transitionApril 2021. Prior to being a public company. Mr. Brannelly started his biopharmaceutical career at Dyax Corporation from September 1999 to May 2002, and subsequently moved on to positionsthat role, Ms. Tupper held several roles of increasing responsibility at CombinatoRx Inc. from May 2002 to November 2005, most recently asShire Pharmaceuticals (acquired by Takeda in 2019) including Vice President, U.S. Commercial Finance, Vice President, Finance Integration Lead, and Treasurer, where he led Zalicus through the initial public offering process. Mr. Brannelly graduated from the UniversityVice President, Head of MassachusettsFinance Global Neuroscience and Ophthalmics. Earlier in her career, Ms. Tupper served in various finance and accounting roles at Amherst withboth Shire Pharmaceuticals and Antigenics (now Agenus). Ms. Tupper received a B.B.A.B.S. in Accounting in 1995.from Franklin Pierce University.

        Barry S. Duke,Shirley Kuhlmann, Executive Vice President, General Counsel and Chief Administrative Officer. Ms. Kuhlmann has served as our Executive Vice President and General Counsel since March 2018 and as our Chief Administrative Officer since March 2022. Prior to joining us, Ms. Kuhlmann was a corporate and securities attorney at Pepper Hamilton LLP from September 2007 until March 2018. At Pepper Hamilton, where she was made a partner effective January 2017, Ms. Kuhlmann advised private and public companies on a range of commercial and transactional matters, including financings, corporate governance and disclosure matters, and mergers and acquisitions and other business combination transactions. Ms. Kuhlmann holds a B.A. in Economics/Political Science from Columbia University in 2004 and a J.D. from Emory University School of Law in 2007.

Scott Dreyer, Executive Vice President and Chief Commercial Officer.Mr. DukeDreyer has served as our Executive Vice President and Chief Commercial Officer since March 2015.July 2018, and joined us in January 2018 as Senior Vice President, Sales, Marketing and Training. Prior to joininghis service with us, Mr. Duke wasDreyer served as the Senior Vice President, Sales, Marketing and Commercial Operations at The Medicines Company, a biopharmaceutical company, from September 2016 to December 2017; Vice President and Chief Marketing Officer – US at Biogen, a biotechnology company, from June 2014 to September 2016; and Vice President, Business Development at Publicis Touchpoint Solutions, a healthcare commercialization company, from September 2013 to June 2014. Mr. Dreyer began his career in the pharmaceutical industry at Merck & Co., where he held roles of increasing responsibility from 1994 to 2013, including Vice President of Hospital and Oncology Sales and Marketing—U.S. Biosurgery at Sanofi, Inc. (formerly Genzyme Corporation) ("Sanofi") from October 2011 to September 2014. From September 2014 to March 2015, Mr. Duke served as a sales2012, and marketing consultant in the biopharmaceutical industry. Mr. Duke joined Sanofi in March 2005 as an area sales director and was promoted to Vice President of Sales—U.S. BiosurgeryPrimary Care Sales from 2012 until 2013. Mr. Dreyer holds a B.S. in November 2007, a position he held until September 2011, when he was promoted toBiology from Messiah College in 1994.

Thomas B. Smith, M.D., Executive Vice President and Chief Medical Officer. Dr. Smith has been our Chief Medical Officer since March 2022. Dr. Smith serviced as the Chief Medical Officer of SalesBioDelivery Sciences International, Inc. from July 2018 until March 2022. Dr. Smith brings nearly thirty years of medical experience and Marketing—U.S. Biosurgery. Prior to Sanofi, Mr. Duke was Senior Directorexpertise in the field of National Salespain management. His extensive and wide-ranging roles include having served as Chief Medical Officer at Enzon Pharmaceuticals, Inc. (NASDAQ: ENZN) ("Enzon") from November 2002 to March 2005. Prior to Enzon, Mr. Duke was Regional Sales Directorvarious leading pain companies, head of medical affairs at Élan Corporation, plc (now known as Élan Corporation Ltd) from March 2001 to November 2002. Over the course of his career, Mr. Duke has also held various sales positions at The Liposome Company, Inc., Astra USA, Inc., Centocor, Inc. and The Upjohn Company. Mr. Duke graduated from University of Virginia with a B.A. in Biology in 1981.top tier

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pharma and CRO companies, as well as running his own private practice. Dr. Smith served as Chief Medical Officer at Charleston Labs, Inc., from January 2017 to July 2018 and from October 2014 to January 2017, he served as the Chief Medical Officer of Ameritox, Ltd. Dr. Smith previously served as Chief Medical Officer for Mallinckrodt Pharmaceuticals from 2012 to 2014 and held clinical leadership roles at Abbott Laboratories, Teva Pharmaceuticals, Kendle International, Akros Pharma and Genzyme during 2001 to 2014. Dr. Smith earned a Doctor of Medicine degree from the Indiana University School of Medicine and a Bachelor of Science degree from Purdue University. He is a member of several medical societies and organizations including the American Medical Association and the American Academy of Family Physicians. Dr. Smith is a highly published scientific author and has delivered more than 150 presentations in his field of expertise.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes our compensation strategy, philosophy, policies and practices underlying our executive compensation programs for 2021. It also provides information regarding the manner and context in which compensation was earned by and awarded to our 2021 named executive officers listed below, whom we refer to collectively as “named executive officers” or “NEOs.”

Executive Summary

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2021 Performance Highlights

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In 2021, and despite the impact of the COVID-19 pandemic, which among other things impaired our field organization’s ability to call on pain physicians and complete other tasks as originally planned prior to the emergence of the pandemic, we delivered a financially transformative year for the organization. Some of the key highlights include:

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In addition, in early 2022 we completed the transformative acquisition of BioDelivery Sciences International, Inc. (the “BDSI Acquisition”), which was the result of significant business development efforts by the Collegium team in 2021.

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COVID-19 Impact and 2021 Revenue Adjustment

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Although our 2021 financial and operational performance was strong, in 2021, and as reported in our Annual Report for the year ended December 31, 2021, the COVID-19 pandemic continued to have a significant impact on our business. Notwithstanding the lifting of COVID-19 restrictions in many jurisdictions, and amidst continuing public health concerns related to the spread of COVID-19, weekly pain patient office visits continue to be depressed compared to pre-COVID periods, which in turn may account for fewer patients beginning therapy with our products. We believe that the disruptions caused by COVID-19 will continue and there remains substantial uncertainty as to when such disruptions will cease.

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In addition, as more fully set forth in our Annual Report for the year ended December 31, 2021, during the year ended December 31, 2021, there were unprecedented and significant disruptions in the processing of product returns. Specifically, our wholesaler customers, via the third-party returns processor that they directly and indirectly engage to process the majority of our product returns, failed to return products to us timely in the ordinary course. Due to the failure of the customers and their vendor to return products timely, we did not physically receive returned products corresponding to a significant majority of the returns claimed and could not validate or finalize customer return claims, nor determine if the return was or would be eligible for refund upon the physical return. As a result of the uncertainty associated with efforts to enforce our returns policy, as well as the impact of unprocessed claims on estimates of future returns, we recorded an adjustment to reduce product revenue, net of $38.3 million. We refer to this adjustment as the 2021 Revenue Adjustment.

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2021 Compensation

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In 2021, we continued to work to align our executive compensation programs with shareholder interests as compensation earned under these programs was substantially linked to the achievement of our corporate performance goals. In the judgment of the compensation committee, and our Board, the financial and operational performance of the company, after taking into account the unforeseen and adverse impacts

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of the COVID-19 pandemic and the 2021 Revenue Adjustment, created substantial value for shareholders. Accordingly, and consistent with our pay-for-performance philosophy, the payouts under these programs for 2021 were substantially at target payout levels.

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Overview of Our Executive Compensation Program

We have designed our executive compensation program to motivate our management team to create long-term value for our shareholders through the achievement of strategic business objectives, while effectively managing the risks and challenges inherent to a growing specialty pharmaceutical company. Specifically, our executive compensation program is designed to promote the achievement of key strategic objectives by linking executives’ short- and long-term cash and equity incentives to the achievement of measurable performance goals. Our corporate goals for 2021 were focused on commercial execution across our portfolio, as well as expanding and enhancing our manufacturing capabilities, executing on strategic business development and building organizational strength and depth.

Our executive compensation programs are designed to be competitive with our peer group to enable us to attract, motivate, reward, and retain outstanding talent. Our compensation programs are based on the following key principles:

Say-on-Pay Voting

In 2021, the annual say-on-pay vote reflected overwhelming support of our executive compensation program – with approximately 98% of votes cast supporting such program. We look forward to continuing to receive feedback from our shareholders through the annual say-on-pay advisory vote and to incorporating the feedback we receive as we evolve our executive compensation program.

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Roles and Responsibilities of Participants in our Executive Compensation Process

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Role of the Compensation Committee

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Our compensation committee, which consists of three independent directors, has primary responsibility for overseeing and administering a compensation program for our named executive officers. In making executive compensation decisions, our compensation committee considers a variety of factors and data, most importantly our corporate performance and individual executives’ performance, and takes into account the totality of compensation that may be paid and compensation trends amongst our peer group. Our compensation committee retains the right to hire outside advisors as needed to assist it in reviewing and revising our executive compensation programs.

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The responsibilities of the compensation committee are set forth in detail in the “Corporate Governance” section in this Proxy Statement and in the compensation committee charter, which can be found on our website at www.collegiumpharma.com under the caption “Investors—Corporate Governance—Committee Charters.” In particular, the compensation committee annually reviews the base salaries, cash incentives and equity compensation of our named executive officers and periodically reviews other elements of our compensation program.

Role of the Independent Compensation Consultant

Our compensation committee believes that independent advice is critical in developing the Company’s executive compensation programs. The compensation committee engaged W.T. Haigh & Company (“W.T. Haigh”), an independent compensation consultant, during the fiscal year ended December 31, 2021.W.T. Haigh provides guidance on trends in executive and non-employee director compensation, the development of specific executive compensation programs and the composition of the Company’s compensation peer group. W.T. Haigh also engages in other matters as needed and as directed solely by our compensation committee. The Company pays the cost for W.T. Haigh’s services. However, the compensation committee retains the sole authority to direct, terminate or engage W.T. Haigh’s services. Compensation for all services provided by W.T. Haigh did not exceed $120,000 during the fiscal year ended December 31, 2021. W.T. Haigh does not provide any other services to the Company and reports directly to the Committee. Our compensation committee assesses W.T. Haigh’s independence annually and, in accordance with applicable SEC and Nasdaq rules, confirmed that W.T. Haigh’s work did not raise any conflicts of interest and that W.T. Haigh remains independent under applicable rules.

Role of the Chief Executive Officer

Each year our Chief Executive Officer provides an assessment of the performance of each executive officer, other than himself, during the prior year and makes recommendations to our compensation committee about the compensation of each executive. Our Chief Executive Officer’s recommendations are based on numerous factors including:

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Our Chief Executive Officer also provides a self-assessment of his achievements for the prior year. Our compensation committee reviews and considers the Chief Executive Officer’s recommendations, as well as his self-assessment, together with all of the other information presented, including the input and recommendations of W.T. Haigh, in determining the elements of compensation and target compensation levels for each named executive officer. Beginning with 2022 compensation, our compensation committee recommends the compensation of the Chief Executive Officer to our Board of Directors for approval.

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Executive Compensation Philosophy and Strategy

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Our executive compensation programs are designed to reward the achievement of our short- and long-term strategic objectives and to drive the creation of long-term shareholder value by successfully executing our business strategy. We aim to achieve this by designing programs that are:

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Components of our Executive Compensation Program

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Base Salary, Annual Cash Incentive, and Long-Term Equity Incentive

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We strive to recognize the efforts involved in managing our business by compensating our named executive officers for the demands and risks associated with our business through three core elements that are designed to reward performance in a simple and straightforward manner:

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Each component of our executive compensation program has different purposes and key characteristics; when combined, we believe that the components of our executive compensation program align with our executive compensation philosophy and objectives described above to enable us to attract, motivate and retain a strong and capable leadership team.

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In 2021 (and again in 2022), the long-term equity incentive component of our executive compensation program was comprised of restricted stock units (“RSUs”) and performance share units (“PSUs”). The following illustrates the mix of equity awards for 2021 (and again in 2022):

The RSU component of the long-term equity incentive incentivizes our named executive officers to contribute to value creation, with the advantage that RSUs retain value in the face of stock price volatility common to growing pharmaceutical companies. The RSUs have a four-year service-based vesting period that reinforces our focus on long-term, sustainable growth and serves as a key retention tool.

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The PSU component of the long-term equity program also incentivizes our named executive officers to contribute to value creation and rewards superior stock price performance aligned with our pay for performance philosophy. PSUs are earned based on the relative ranking of our total stockholder return (“TSR”) over one- and three-year measurement periods versus the TSR of the S&P Pharmaceutical Select Industry Index.

2021 Compensation Mix at Target

Our compensation mix is structured to ensure that a significant portion of the total compensation opportunity for our named executive officers is directly related to our performance and other factors that

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influence shareholder value. For 2021, the graph below shows, for our named executive officers, the mix of fixed compensation, composed of base salary, compared to performance and stock price-variable compensation, comprised of target annual cash incentive and long-term equity incentives (equity valued based on the average closing price over 30 days):

We also believe our executive compensation should be structured to appropriately balance cash compensation with equity-based compensation. For 2021, the graph below shows, for each of our named executive officers, the mix of cash-based compensation, comprised of base salary and target annual cash incentive, compared to equity-based compensation, comprised of the long-term equity incentives (equity valued based on the average closing price over 30 days):

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EXECUTIVE COMPENSATION
Peer Group Determination

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Market practices are one of the considerations taken into account by our compensation committee when determining executive compensation levels and compensation program design. In evaluating market practices, we do not target a specific market percentile, nor do we seek to duplicate any particular market practice. Rather, we review external market practices as a reference point to assist us in developing programs designed to attract, motivate, and retain a strong executive team.

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Our compensation committee uses a peer group to provide context for its executive compensation decision-making. Each year, the compensation committee’s independent compensation consultant reviews the external market landscape and evaluates the composition of our peer group for appropriateness. Our compensation committee reviews the information provided from internal sources as well as the information

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provided by our independent compensation consultant to select our peer group based on comparable pharmaceutical companies that approximate (1) our scope of business, including revenues, scope of commercial operations, and market capitalization, (2) our employee base, and (3) a comparable pool of talent for which we compete.

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The peer group for determining our 2021 compensation decisions consisted of the following companies:

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