Exhibit 10.31


 


Executive Officer Compensation
Summary


 


CollaGenex Pharmaceuticals, Inc.’s (the “Company’s”) executive
officers consist of: (i) Colin W. Stewart, President and Chief Executive
Officer; (ii) Nancy C. Broadbent, Senior Vice President and Chief
Financial Officer and Treasurer; (iii) David F. Pfeiffer, Senior Vice
President of Sales and Marketing; (iv) Klaus Theobald, Senior Vice
President and Chief Medical Officer; (v) Andrew Powell, Vice President,
General Counsel and Secretary and (vi) Greg Ford, our Vice President,
Business Development and Strategic Planning.


 


The compensation structure for executive officers of the Company
consists of three components: base salary, discretionary cash bonuses
(typically paid annually) and stock options. The Company does not have
employment agreements with any of its executive officers, but has executed
indemnification agreements with each of its executive officers.  In
addition, the Company has entered into change of control agreements with each
of Mr. Stewart, Ms. Broadbent, Mr. Pfeiffer, Mr. Powell, Dr. Theobald
and Mr. Ford.


 


The Compensation Committee of the Board of Directors (the “Committee”)
seeks to establish base salaries for each position and level of responsibility
that are competitive with those of executive officers at other emerging
pharmaceutical companies. Annual cash bonuses are awarded to executive officers
based on their achievements against a stated list of objectives developed at
the beginning of each year by senior management and the Committee. All
executive officers are awarded option grants upon joining the Company that are
competitive with those at comparable emerging pharmaceutical companies. In
addition, the Committee may award additional stock option grants annually. When
granting stock options, the Committee considers the recommendation of the
Company’s Chief Executive Officer and the relative performance and
contributions of each executive officer.


 


Compensation decisions affecting the Company’s executive officers are
made on an annual basis by the Committee. On December 21, 2007, the
Committee approved the terms of compensation (exclusive of option grants) to be
paid to the Company’s executive officers, including the base salary for 2008,
as follows:


 


·                  Mr. Stewart. The Committee approved a 4% increase in
Mr. Stewart’s base salary for 2008, as well as a $176,248 bonus. As a
result of the increase, Mr. Stewart’s base salary is now $431,288.


 


·                  Ms. Broadbent. The Committee approved a 4% increase in
Ms. Broadbent’s base salary for 2008, as well as a $138,424 bonus. As a
result of the increase, Ms. Broadbent’s base salary is now $277,000.


 


·                  Mr. Pfeiffer. The Committee approved a 4% increase in
Mr. Pfeiffer’s base salary for 2008, as well as a $104,614 bonus. As a
result of the increase, Mr. Pfeiffer’s base salary is now $286,312.


 


 

















 


 


·                  Mr. Theobald. The Committee approved a 10% increase
in Mr. Theobald’s base salary for 2008, as well as a $133,400 bonus. As a
result of the increase, Mr. Theobald’s base salary is now $319,000.


 


·                  Mr. Powell. The Committee approved a 9% increase in
Mr. Powell’s base salary for 2008, as well as a $138,700 bonus. As a
result of the increase, Mr. Powell’s base salary is now $270,000.


 


·                  Mr. Ford. The Committee approved a 4% increase in
Mr. Ford’s base salary for 2008, as well as a $115,598 bonus. As a result
of the increase, Mr. Ford’s base salary is now $261,300.