exv10w45



 





Exhibit 10.45




Executive Officer Compensation Summary





 









 





Exhibit 10.45




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, Chief Financial
Officer; (iii) David F. Pfeiffer, Senior Vice President of Sales and Marketing; (iv) Klaus
Theobald, Senior Vice President and Chief Medical Officer; and (v) Andrew Powell, Vice President
and General Counsel.



     The compensation structure for executive officers of the Company consists of three components:
base salary, a discretionary annual cash bonus 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 and Mr. Powell.



     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, 2004, 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 2005, as follows:




	 	•  	Mr. Stewart. The Committee approved a 4% increase in Mr. Stewart’s base salary for
2005, as well as a $141,750 bonus. As a result of the increase, Mr. Stewart’s base salary
is now $364,000.
	 
	 	•  	Ms. Broadbent. The Committee approved a 4% increase in Ms. Broadbent’s base salary for
2005, as well as a $90,160 bonus. As a result of the increase, Ms. Broadbent’s base salary
is now $239,200.
	 
	 	•  	Mr. Pfeiffer. The Committee approved a 4% increase in Mr. Pfeiffer’s base salary for
2005, as well as a $83,640 bonus. As a result of the increase, Mr. Pfeiffer’s base salary
is now $255,800. Pursuant to an Incentive Bonus Agreement dated August 27, 2003 between
the Company and Mr. Pfeiffer, in September 2004 Mr. Pfeiffer received an incentive bonus
equal to $238,680. Under the terms of such Agreement, the incentive bonus was payable only
if (i) Mr. Pfeiffer remained actively employed with the Company




 









 






	 	   	through August 27, 2004, or (ii) the Company terminated Mr. Pfeiffer’s employment without
cause prior to August 27, 2004.
	 
	 	•  	Mr. Theobald. The Committee approved a 4% increase in Mr. Theobald’s base salary for
2005, as well as a $77,500 bonus. As a result of the increase, Mr. Theobald’s base salary
is now $260,000.
	 
	 	•  	Mr. Powell. The Committee approved a $16,500 bonus for Mr. Powell. Mr. Powell was also
paid a bonus of $25,000 in connection with the commencement of his employment with the
Company in September 2004. Mr. Powell’s base salary remains at $230,000.