Item 5.02 Departure of Directors or Certain O?cers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 24, 2020, the Board of Directors (the "Board") of Collegium Pharmaceutical, Inc. (the "Company"), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Dr. Rita Balice-Gordon, Ph.D., 60, as a director of the Company and a member of the Nominating and Corporate Governance Committee, effective immediately. Dr. Balice-Gordon will serve as a Class I director, with an initial term expiring at the next annual meeting of shareholders in 2021.

In accordance with the Company's non-employee director compensation policy (the "Policy"), Dr. Balice-Gordon will receive annual cash retainers of $50,000 for service on the Board and $5,000 for service as a non-chair member of the Nominating and Corporate Governance Committee, each prorated based on the effective date of her appointment. In addition, in accordance with the Policy, the Board has granted Dr. Balice-Gordon an option to purchase 10,055 shares of the Company's common stock. The option will have an exercise price equal to the closing price of the Company's common stock on the date of grant. In addition, and consistent with the Policy, the Board granted Dr. Balice Gordon 5,027 restricted stock units of the Company. Both the option and restricted stock units granted to Dr. Balice-Gordon will vest on the first anniversary of the date of grant, subject to her continued service as a director of the Company.

In addition, Dr. Balice-Gordon entered into an indemnification agreement with the Company effective September 24, 2020, substantially in the form of the indemnification agreement entered into between the Company and its other directors and executive officers, as previously filed with the U.S. Securities and Exchange Commission on April 27, 2015 as Exhibit 10.37 to the Company's Registration Statement on Form S-1/A (File No. 333-203208).

There is no arrangement or understanding between Dr. Balice-Gordon and any other persons pursuant to which she was selected as a director. There are no related party transactions involving Dr. Balice-Gordon that are reportable under Item 404(a) of Regulation S-K.




Item 8.01       Other Information.

On September 25, 2020, the Company issued a press release announcing the appointment of Dr. Balice-Gordon to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.




Item 9.01       Financial Statements and Exhibits.



(d) Exhibits



  99.1     Press Release dated September 25, 2020.
104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document)

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