Pacira BioSciences, Inc DEF 14A, filed Apr 21, 2023

Pacira BioSciences, Inc. (PCRX)

DEF 14A 2023-04-21

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Added on June 12, 2026

About this DEF 14A

Pacira BioSciences, Inc filed this DEF 14A on April 21, 2023.

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	OUR MISSION			To provide an opioid alternative to as many patients as possible using enhanced recovery after surgery multimodal protocols and opioids for rescue only
	OUR VISION			To be the global leader in delivering innovative non-opioid pain management and regenerative health solutions
	OUR VALUES			Patients: Their safety and welfare are our top priority at all times People: Our greatest asset Passion: We are passionate about what we do Think: Our thoughts are shared generously Trust: Building trust is essential Teamwork: The cornerstone of our business success

	When
	Tuesday, June 13, 2023 2:00 p.m. Eastern Time
	Where
	Pacira Headquarters 5401 West Kennedy Boulevard Suite 890 Tampa, FL 33609
	Record Date
	Only stockholders of record at the close of business on April 14, 2023 are entitled to notice of, and to vote at, the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) or any adjournment thereof.

	Items of Business	Board Recommendation		Page Reference
1	Election of three Class III directors to our board of directors to serve until the 2026 Annual Meeting of Stockholders		FOR each nominee	15
2	Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023		FOR	35
3	Approval, on an advisory basis, of the compensation of our named executive officers (“Say-on-Pay”)		FOR	44
4	Approval of our Amended and Restated 2011 Stock Incentive Plan		FOR	45
5	Transact any other business properly brought before the Annual Meeting

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 13, 2023
		This proxy statement and our annual report to stockholders are available at www.proxyvote.com

		The Notice of Annual Meeting of Shareholders, this Proxy Statement and our 2022 Annual Report on Form 10-K are available on our website at investor.pacira.com. The information that appears on our website is not part of, and is not incorporated by reference into, this Proxy Statement. You can also view these materials at www.proxyvote.com by using the 16-digit control number provided on your proxy card or the Notice.
					Pursuant to rules adopted by the United States Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to our stockholders primarily over the Internet. We believe that this process expedites stockholders’ receipt of these materials, lowers the costs of our Annual Meeting, and reduces the environmental impact of mailing printed copies.
		Accordingly, on or about April 21, 2023, we first mailed to each of our stockholders, other than those who previously requested electronic or paper delivery, a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access and review the proxy materials, including the Notice of Annual Meeting of Stockholders, this Proxy Statement and our 2022 Annual Report on Form 10-K, on the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials and a proxy card or voting instruction form. If you received the Notice by mail or our proxy materials by e-mail, you will not receive a printed copy of the proxy materials unless you request one. If you received paper copies of our proxy materials, you may also view these materials on our website at www.proxyvote.com.

	2			2023 PROXY STATEMENT SUMMARY
	2			About Pacira
	2			2022 Business Highlights
	3			Corporate Governance Highlights
	3			Corporate Social Responsibility
	5			Opioid Reduction Mission
	8			Stockholder Engagement
	9			Board of Directors Overview
	12			Executive Compensation Highlights
	15			CORPORATE GOVERNANCE AND BOARD MATTERS
	15			Proposal 1—Election of Class III Directors
	15			Board Composition
	16			Nominees for Election
	18			Directors Continuing in Office
	21			Director Nomination Process
	22			Majority Vote Director Resignation Policy
	22			Director Independence
	22			Board Committees
	25			Board and Committee Meetings Attendance
	25			Director Attendance at Annual Meeting of Stockholders
	25			Code of Business Conduct and Ethics
	25			Corporate Governance Documents
	26			Board Leadership Structure and Board’s Role in Risk Oversight
	29			Anti-Hedging and Anti-Pledging Policy
	29			Communication with the Board
	29			Related Person Transactions
	31			Director Compensation
	33			Director Stock Ownership Guidelines
	35			AUDIT MATTERS
	35			Proposal 2—Ratification of the Appointment of Independent Auditors
	35			Annual Evaluation and Selection of KPMG LLP

					2022 was a solid year for Pacira as we posted record revenue and significant positive operating cash flow, recently surpassed our twelve millionth patient treated with EXPAREL, and advanced our product portfolio into new and exciting indications. We entered 2023 in a strong position with significant and durable cash flows that we believe will allow us to leverage our balance sheet to self-fund our growth and expansion. In the coming year, we expect to achieve a variety of value-driving milestones including growing product revenue, developing new indications for our commercial offering, advancing our clinical pipeline, improving gross margins, increasing cash flow, and recently refinanced our Term Loan B debt with a new Term Loan A credit facility which further strengthened our balance sheet. The need for non-opioid pain management remains a global imperative and our continued progress further solidifies our leadership role in this important work.
					DAVID STACK \| Chairman and CEO


	EXPAREL® (bupivacaine liposome injectable suspension) is an extended-release local anesthetic administered at the time of surgery to control pain and reduce or eliminate the use of opioids for acute postsurgical pain. EXPAREL turns off the body’s pain signals, numbing the area where surgery has occurred for several days following the procedure. To date, EXPAREL has been used in over 12 million patients. EXPAREL is the only non-opioid, single-dose, long-acting local analgesic approved for infiltration, field block, and interscalene brachial plexus nerve block.				ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) is the first and only extended-release, intra-articular, corticosteroid injection indicated for the management of osteoarthritis knee pain. ZILRETTA employs a proprietary microsphere technology combining triamcinolone acetonide—a commonly administered, immediate-release corticosteroid—with a poly lactic-co-glycolic acid matrix to provide extended pain relief.				The ioveraº® system is a novel, FDA-approved non-opioid treatment that alleviates pain through a mechanism known as cryoanalgesia, which applies intensely focused cold therapy to a specific nerve to interrupt its ability to transmit a pain signal. Results can be felt immediately after ioveraº treatment with pain relief that can last three months, and in some cases longer, as the nerve regenerates over time.

	How to Vote
	YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend the Annual Meeting, we encourage you to vote as soon as possible using one of the following methods.			Have your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form with your 16-digit control number and follow the instructions.

	36			Auditor Fees
	36			Audit Committee Pre-Approval Policy and Procedures
	37			Report of the Audit Committee
	39			EXECUTIVE OFFICERS
	44			EXECUTIVE COMPENSATION
	44			Proposal 3—Advisory Vote to Approve Executive Compensation
	45			Proposal 4—Approval of the Amended and Restated 2011 Stock Incentive Plan
	45			Key Features of the A&R 2011 Plan
	46			Key Changes to the A&R 2011 Plan
	46			Information Regarding Additional Shares Requested
	47			Adoption of the A&R 2011 Plan
	48			Description of the A&R 2011 Plan
	54			U.S. Federal Income Tax Consequences
	57			Compensation Discussion and Analysis
	73			Compensation Committee Report
	74			Compensation Tables
	82			Pay Versus Performance • NEW •
	86			CEO Pay Ratio
	88			STOCK OWNERSHIP INFORMATION
	88			Principal Stockholders
	89			Delinquent Section 16(a) Reports
	91			INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
	96			ADDITIONAL INFORMATION
	96			Householding
	96			Stockholder Proposals
	97			Other Matters
	A-1			APPENDIX A—PACIRA BIOSCIENCES, INC. AMENDED AND RESTATED 2011 STOCK INCENTIVE PLAN

	Corporate Governance Best Practices
	7 of our 8 directors(1) are independent, including all members of the Audit Committee, Compensation Committee, and Nominating, Governance and Sustainability Committee 1 of our 8 directors is a woman(1) None our 8 directors is ethnically/racially diverse(1) and 1 is LGBTQ+ Lead Director with defined responsibilities Balance of new and experienced directors No overboarding Majority vote director resignation policy			Annual director self-evaluation and committee assessment to ensure Board effectiveness All directors attended at least 75% of 2023 meetings Regular executive sessions of independent directors Robust risk oversight Code of Business Conduct and Ethics Active stockholder engagement Commitment to Corporate Social Responsibility

	Adoption of Performance-Driven LTIP Based on Stockholder Feedback
	Based on prior feedback from key stockholders, the compensation committee adopted a the cash long-term incentive plan (the “LTIP”), focused on pre-determined, objective performance goals rather than our current, more discretionary structure. Awards are earned based on achievement of net revenues and adjusted EBITDA goals, with a relative total shareholder return modifier. The performance period for these metrics is one year, with an additional three years of time-vesting needed to earn the awards.			The compensation committee adopted the LTIP to: • better align Company performance with executive compensation, • enhance retention, and • motivate performance in key goals that are closely aligned with shareholder value creation. No awards were earned for the 2022 performance period began that began on January 1, 2022. See “Compensation Tables—Cash Long-Term Incentive Plan” for more details.

Director Nominee and Principal Occupation		Age	Director Since	Independent	Other Current Public Company Boards	Committee Membership
Director Nominee and Principal Occupation		Age	Director Since	Independent	Other Current Public Company Boards	Audit	Compensation	Nominating, Governance & Sustainability	Science & Technology
	Laura Brege Senior Advisor to BridgeBio Pharma, Inc.; and former Chief Executive Officer, Nodality, Inc.	65	2011		4
	Christopher Christie ♦ Managing Member, Christie 55 Solutions, LLC; and former Governor of the State of New Jersey	60	2019		0
	Mark I. Froimson, MD Principal, Riverside Health Advisors	62	2017		1
	Paul Hastings Chief Executive Officer, Nkarta Therapeutics, Inc.	63	2011		1
	Mark Kronenfeld, MD Vice Chairman of Anesthesiology, Maimonides Medical Center	68	2013		0
	Gary W. Pace, PhD ♦ Co-founder and Chairman, Sova Pharmaceuticals, Inc.	75	2008		1
	David Stack ♦ Chairman of the Board and Chief Executive Officer, Pacira	72	2007		0
	Andreas Wicki, PhD Chief Executive Officer, HBM Healthcare Investments (Cayman) Ltd.	64	2006		1
Meetings in 2022		Board―5				6	5	2	3

Pacira BioSciences, Inc. Board Diversity Matrix (as of April 21, 2023)
Total Directors	8
	Female	Male	Non-Binary
Part I―Gender Identity
Directors	1	7	―
Part II―Demographic Background
African American or Black	―	―	―
Alaskan Native or Native American	―	―	―
Asian	―	―	―
Hispanic or Latinx	―	―	―
Native Hawaiian or Pacific Islander	―	―	―
White	1	7	―
Two or More Races or Ethnicities	―	―	―
LGBTQ+	1

	Things We Do				Things We Don’t Do
	Independent Compensation Committee that approves all compensation for our named executive officers Independent compensation consultant whose independence is reviewed annually by the Compensation Committee Annual Say-on-Pay vote Reasonable “double trigger” change of control benefits triggered upon a change of control followed by termination of the executive without cause or resignation for good reason Compensation Committee assesses whether compensation practices increase risk-taking or risk to the Company Minimum non-employee director stock ownership guidelines • NEW IN 2022 • Pay-for-performance philosophy Active stockholder engagement on compensation topics				No excise tax gross-ups in the event of a change of control No pensions or any other enhanced benefit programs beyond those typically available to all employees. Limited perquisites No hedging or pledging of company stock No option repricing without shareholder approval No “evergreen” provisions in our equity compensation plans to increase shares available for issuance as equity awards

	Cash LTIP Based on Stockholder Feedback
	In December 2020, based on prior feedback from key stockholders, the compensation committee adopted the Company’s cash long-term incentive plan (LTIP), focused on pre-determined, objective performance goals rather than our previous, more discretionary structure. Awards are earned based on achievement of net revenues and adjusted earnings before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) goals, with a relative total shareholder return modifier. The performance period for these metrics is one year, with an additional three years of time-vesting needed to earn the awards.			The compensation committee adopted the LTIP to: • better align Company performance with executive compensation, • enhance retention, and • motivate performance in key goals that are closely aligned with shareholder value creation.

		CHRISTOPHER CHRISTIE
		AGE 60 INDEPENDENT DIRECTOR since September 2022 DIRECTOR since September 2019

CLASS I	CLASS II	CLASS III
Terms Expiring at the Annual Meeting in 2024	Terms Expiring at the Annual Meeting in 2025	Terms Expiring at the Annual Meeting in 2023
• Laura Brege • Mark Froimson • Mark Kronenfeld	• Paul Hastings • Andreas Wicki	• Christopher Christie • Gary Pace • David Stack

		GARY W. PACE, PhD
		AGE 75 INDEPENDENT DIRECTOR since June 2008 COMMITTEES • Nominating, Governance and Sustainability • Science & Technology

		DAVID STACK
		AGE 72 DIRECTOR since November 2007 CHAIRMAN OF THE BOARD since June 2013 COMMITTEES • Science & Technology

		LAURA BREGE
		AGE 65 INDEPENDENT DIRECTOR since June 2011 COMMITTEES • Audit • Nominating, Governance and Sustainability

		MARK I. FROIMSON, MD
		AGE 62 INDEPENDENT DIRECTOR since June 2017 COMMITTEES • Audit • Science & Technology

		MARK A. KRONENFELD, MD
		AGE 68 INDEPENDENT DIRECTOR since June 2013 COMMITTEES • Compensation • Nominating, Governance and Sustainability • Science & Technology

		PAUL HASTINGS
		AGE 63 INDEPENDENT DIRECTOR since June 2011 LEAD DIRECTOR since June 2013 COMMITTEES • Compensation • Nominating, Governance and Sustainability

		ANDREAS WICKI, PhD
		AGE 64 INDEPENDENT DIRECTOR since our inception in December 2006 COMMITTEES • Audit

		AUDIT COMMITTEE
		MEMBERS • Laura Brege • Andreas Wicki • Mark Froimson QUALIFICATIONS • Our board has determined that each of the directors serving on our audit committee are independent within the meaning of applicable Nasdaq rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). • In addition, our board has determined that Ms. Brege qualifies as an “audit committee financial expert” within the meaning of SEC regulations and applicable Nasdaq rules. In making this determination, our board has considered the formal education and nature and scope of her previous experience, coupled with past and present service on various audit committees. REPORT The Report of our Audit Committee appears on page 37.

		COMPENSATION COMMITTEE
		MEMBERS • Paul Hastings • Mark Kronenfeld QUALIFICATIONS Our board has determined that each of the directors serving on our compensation committee are independent within the meaning of applicable Nasdaq rules and SEC rules and regulations for purposes of membership on the compensation committee. REPORT The Report of our Compensation Committee appears on page 73.

		NOMINATING, GOVERNANCE AND SUSTAINABILITY COMMITTEE
		MEMBERS • Mark Kronenfeld • Laura Brege • Paul Hastings • Gary Pace QUALIFICATIONS Our board has determined that each of the directors serving on our nominating, governance and sustainability committee are independent within the meaning of applicable Nasdaq rules and SEC rules and regulations.

		SCIENCE AND TECHNOLOGY COMMITTEE
		MEMBERS • Mark Kronenfeld • Mark Froimson • Gary Pace • David Stack

	PAUL HASTINGS INDEPENDENT DIRECTOR since June 2011 LEAD DIRECTOR since June 2013
The Lead Director’s responsibilities include: • ensuring that our board works together as a cohesive team with open communication • ensuring that a process is in place by which the effectiveness of our board can be evaluated on a regular basis • monitoring communications from stockholders and other interested parties • otherwise consulting with management and the chairman on matters relating to corporate governance and board performance To this end, our lead director also: • works with the chairman on the board agenda and board materials		• facilitates annual assessments of the performance of the board along with the nominating, governance and sustainability committee • acts as the primary internal spokesperson for our board, ensuring that management is aware of concerns of our board, the stockholders, other stakeholders, and the public • ensures that management strategies, plans and performance are appropriately represented to our board • presides at executive sessions of the non-employee directors • performs such other functions and responsibilities as requested by our board from time to time

	FULL BOARD
• has ultimate responsibility for risk oversight • reviews and assesses (as a full board or via the committees) risks related to our business and operations throughout the year

Additional Annual Cash Retainers(1) ($)
		CHAIR		MEMBER
Lead Director	30,000
Committees:
Audit			30,000		15,000
Compensation			24,000		12,000
Nominating, Governance and Sustainability			18,000		9,000
Science and Technology			18,000		9,000
Initial Equity Grant—Stock Options(3)	412,500

Name	Fees Earned or Paid in Cash ($)		Stock Awards(1)(3) ($)		Option Awards(1)(2)(3) ($)		Total ($)
Laura Brege		87,500		68,892		206,180		362,572
Christopher Christie		50,000		68,892		206,180		325,072
Mark Froimson		71,000		68,892		206,180		346,072
Yvonne Greenstreet(a)		68,000		68,892		206,180		343,072
Paul Hastings		108,500		68,892		206,180		383,572
Mark Kronenfeld		85,258		68,892		206,180		360,330
John Longenecker(b)		36,256		―		299,142		335,398
Gary Pace		65,000		68,892		206,180		340,072
Andreas Wicki		―		―		―		―

Name	Number of Vested Stock Options		Number of Unvested Stock Options		Number of Unvested RSUs
Laura Brege		53,472		8,225		1,160
Christopher Christie		63,906		8,225		1,160
Mark Froimson		36,927		8,225		1,160
Yvonne Greenstreet(a)		61,472		8,225		1.160
Paul Hastings		53,472		8,225		1,160
Mark Kronenfeld		61,472		8,225		1,160
John Longenecker(b)		46,472		―		―
Gary Pace		53,472		8,225		1,160
Andreas Wicki		―		―		―

Name	Age	Position
David Stack	72	Chief Executive Officer and Chairman
Max Reinhardt	52	President, Rest of World
Charles A. Reinhart, III	62	Chief Financial Officer
Kristen Williams	49	Chief Administrative Officer and Secretary
Daryl Gaugler	61	Chief Operating Officer
Roy Winston, MD	62	Chief Medical Officer and Orthopedic Franchise
Jonathan Slonin, MD	48	Chief Clinical Officer
Dennis McLoughlin	57	Chief Customer Officer
Ronald Ellis, DO	52	Chief Strategy Officer
Anthony Molloy	49	Chief Legal and Compliance Officer

		DAVID STACK
		AGE 72 CHIEF EXECUTIVE OFFICER since November 2007

		MAX REINHARDT
		AGE 52 PRESIDENT, REST OF WORLD since June 2020

		CHARLES A. REINHART, III
		AGE 62 CHIEF FINANCIAL OFFICER since May 2016