Collegium Pharmaceutical Inc

This proposal asks shareholders to cast a non-binding, advisory vote approving the compensation paid to the company’s named executive officers as described in the proxy statement. Management is seeking this advisory endorsement to validate the design and outcomes of its pay programs — which emphasize a pay-for-performance philosophy, a significant performance-oriented equity component (RSUs and PSUs), and annual cash incentives tied to corporate financial and operational goals — and to demonstrate shareholder support for the compensation committee’s decisions. The proxy describes that long-term equity incentives are split between restricted stock units and performance share units tied to relative TSR metrics, and that annual cash incentives are tied to measurable corporate objectives (e.g., net revenue, Jornay PM® revenue, Adjusted EBITDA, business development, and people & culture goals). The Board recommends a vote FOR because it believes the compensation program aligns executives’ interests with shareholders by emphasizing equity and performance, and because the committee and independent advisor reviewed market data and peer benchmarking when setting pay. The advisory nature of the vote means the board will consider shareholder feedback in future compensation decisions but is not legally bound by the outcome; historical prior say-on-pay results and the company’s disclosure of how it will respond to feedback contextually inform this request. Key governance context includes robust compensation committee oversight, use of an independent compensation consultant, clawback policy, stock ownership guidelines, anti-hedging/anti-pledging policies, and regular peer benchmarking, all of which management cites to justify the program. Investors should weigh the alignment created by performance-based PSUs and the degree to which realized pay reflects company performance (including recent high TSR percentile results for PSU segments and strong 2025 financial performance) against any concerns about the absolute size or mix of pay, severance protections, and the advisory (non-binding) nature of the vote. A FOR vote signals support for the compensation framework and its execution; a substantial dissent could prompt further engagement and potential program adjustments by the compensation committee.

This is a standard, catch-all proposal authorizing the meeting to consider and vote on any additional matters that are properly presented at the Annual Meeting but not specifically described in the proxy materials. Management seeks shareholder approval in order to ensure that the meeting can address procedural or emergent items that arise, including ministerial matters, procedural ratifications, or unexpected but proper shareholder proposals introduced at the meeting. The Board recommends a vote FOR as a procedural matter to enable the meeting to function and to allow the Board and management to respond to business that is properly brought before shareholders on short notice. From a governance perspective, this provision does not itself change policy or corporate governance; rather, it preserves shareholders’ ability to transact additional business under applicable law and the company’s governing documents. Investors should not view this item as asking for approval of any specific substantive policy or transaction; any substantive item brought up will still require the specific voting thresholds and disclosures mandated by law and the company’s bylaws. A FOR vote simply authorizes the meeting’s participants and proxies to vote on additional properly presented matters in accordance with their judgment and any instructions provided, and does not bind the Board to any particular action. Because it is standard practice, its primary practical effect is to prevent procedural impediments to addressing legitimate shareholder-initiated or emergent proposals at the Annual Meeting.