Pacira BioSciences, Inc DEF 14A, filed Apr 22, 2024

Pacira BioSciences, Inc. (PCRX)

DEF 14A 2024-04-22 For: 2024-06-11

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Added on June 12, 2026

About this DEF 14A

Pacira BioSciences, Inc filed this DEF 14A on April 22, 2024.

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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 11, 2024 1:30 p.m. Pacific Time
	Where
	Pacira Offices 10410 Science Center Drive San Diego, California 92121
	Record Date
	Only stockholders of record at the close of business on April 15, 2024 are entitled to notice of, and to vote at, the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) or any adjournment thereof.

	Items of Business	Board Recommendation		Page Reference
1	Election of four Class I directors to our board of directors to serve until the 2027 Annual Meeting of Stockholders		FOR each nominee	17
2	Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024		FOR	43
3	Approval, on an advisory basis, of the compensation of our named executive officers		FOR	51
4	Transact any other business properly brought before the Annual Meeting

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2024
		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 2023 Annual Report on Form 10-K are available on our website at investor.pacira.com. The information that appears on or is accessible through 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 22, 2024, 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 2023 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			2024 PROXY STATEMENT SUMMARY
	2			About Pacira
	2			2023 Business Highlights and Performance
	3			Corporate Governance Highlights
	3			Corporate Social Responsibility
	6			Opioid Reduction Mission
	9			Stockholder Engagement
	10			Board of Directors Overview
	14			Executive Compensation Highlights
	17			CORPORATE GOVERNANCE AND BOARD MATTERS
	17			Proposal 1—Election of Class I Directors
	17			Board Composition
	18			Nominees for Election
	21			Directors Continuing in Office
	27			Director Nomination Process
	28			Board Elects Independent Board Chair • NEW •
	28			Majority Vote Director Resignation Policy
	28			Board Meeting Annual Schedule
	28			Director Independence
	29			Board Committees
	32			Board and Committee Meetings Attendance
	32			Director Attendance at Annual Meeting of Stockholders
	32			Code of Business Conduct and Ethics
	33			Corporate Governance Documents
	33			Board Leadership Structure and Board’s Role in Risk Oversight
	36			Anti-Hedging and Anti-Pledging Policy
	36			Communication with the Board
	36			Related Person Transactions
	38			Shareholder Rights • NEW •

					I am honored to take the helm at Pacira in order to advance our mission and fulfill the pressing need for safe and effective opioid-sparing pain management solutions. With market-leading products, a clear sense of purpose, a talented team, and an unwavering commitment to transforming the lives of patients by expanding access to opioid-sparing pain management, Pacira is the Therapeutic Area Leader. I am particularly impressed by the team’s steadfast commitment to working with top medical societies and patient organizations to bring the NOPAIN legislation over the finish line. After spending a significant amount of my early tenure listening and learning, there is no doubt the Pacira team is highly committed to our corporate mission and care deeply about the impact our three trusted products are making on patients’ lives. Consequently, I am even more enthusiastic for Pacira and the patients we serve. This is a special company that I am humbled and honored to lead through its next phase of growth.
					FRANK D. LEE Chief Executive Officer


	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 14 million patients. EXPAREL is the only non-opioid, single-dose, long-acting local analgesic approved for infiltration, field block, interscalene brachial plexus nerve block, sciatic nerve block in the popliteal fossa, and adductor canal 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.

	39			Director Compensation
	41			Director Stock Ownership Guidelines
	43			AUDIT MATTERS
	43			Proposal 2—Ratification of the Appointment of Independent Auditors
	43			Annual Evaluation and Selection of KPMG LLP
	44			Auditor Fees
	44			Audit Committee Pre-Approval Policy and Procedures
	45			Report of the Audit Committee
	47			EXECUTIVE OFFICERS
	51			EXECUTIVE COMPENSATION
	51			Proposal 3—Advisory Vote to Approve Executive Compensation
	52			Compensation Discussion and Analysis
	69			Compensation Committee Report
	70			Compensation Tables
	80			Pay Versus Performance
	85			CEO Pay Ratio
	87			STOCK OWNERSHIP INFORMATION
	87			Principal Stockholders
	91			INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
	96			ADDITIONAL INFORMATION
	96			Householding
	96			Stockholder Proposals
	97			Other Matters
	A-1			APPENDIX A—RECONCILIATION OF U.S. GAAP NET INCOME TO ADJUSTED EBITDA

	Corporate Governance Best Practices
	11 of our 12 directors are independent, including all members of the Audit Committee, Compensation Committee, and Nominating, Governance and Sustainability Committee 2 of our 12 directors are women 5 of our 12 directors are ethnically/racially diverse and 1 is LGBTQ+ Independent board chair with defined responsibilities Balance of new and experienced directors No overboarding Majority vote director resignation policy Board and committees may hire advisors independently of management			Annual director self-evaluation and committee assessment to ensure Board effectiveness Annual review of skills, experience, and contributions of directors Directors have full access to management and employees Regular executive sessions of independent directors Robust risk oversight Code of Business Conduct and Ethics Active stockholder engagement Commitment to Corporate Social Responsibility

	Appointment of Four New Board Members Based on Stockholder Feedback
	Based on feedback from our stockholders, which included the Company’s 2023 director election results, the Nominating, Governance and Sustainability Committee commenced a search for new directors in an effort to diversify the board’s experience, skills, perspectives, and background, as well as to enhance its racial and gender diversity profile. In October 2023, we announced the appointments of Marcelo Bigal, MD, PhD, Abraham Ceesay, Michael Yang, and Alethia Young, to our board.

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
	Marcelo Bigal ▲ President and Chief Executive Officer, Ventus Therapeutics, Inc	54	2023		0
	Laura Brege ♦ Senior Advisor to BridgeBio Pharma, Inc.; and former Chief Executive Officer, Nodality, Inc.	66	2011		4
	Abraham Ceesay ▲ Chief Executive Officer, Rapport Therapeutics, Inc.	46	2023		0
	Christopher Christie Managing Member, Christie 55 Solutions, LLC; and former Governor of the State of New Jersey	61	2019		0
	Mark I. Froimson, MD ♦ Principal, Riverside Health Advisors	63	2017		1
	Paul Hastings Chief Executive Officer, Nkarta Therapeutics, Inc.	64	2011		1
	Mark Kronenfeld, MD ♦ Chairman of Anesthesiology, Maimonides Medical Center	69	2013		0
	Frank D. Lee ▲ Chief Executive Officer, Pacira BioSciences, Inc.	56	2024		1(1)
	Gary W. Pace, PhD Co-founder and Chairman, Sova Pharmaceuticals, Inc.	76	2008		1
	Andreas Wicki, PhD Chief Executive Officer, HBM Healthcare Investments (Cayman) Ltd.	65	2006		1
	Michael Yang ▲ ♦ Strategic Advisor to early-stage biotech companies and Former Chief Executive Officer, ViaCyte, Inc.	62	2023		1
	Alethia Young ▲ Chief Financial Officer, Bicycle Therapeutics, Inc.	45	2023		1
Meetings in 2023		Board―11				7	6	6	4

Pacira BioSciences, Inc. Board Diversity Matrix (as of April 22, 2024)
Total Directors	12
	Female	Male	Non-Binary
Part I―Gender Identity
Directors	2	10	―
Part II―Demographic Background
African American or Black	1	1	―
Alaskan Native or Native American	―	―	―
Asian	―	2	―
Hispanic or Latinx	―	1	―
Native Hawaiian or Pacific Islander	―	―	―
White	1	6	―
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 Pay-for-performance philosophy Maintain an incentive compensation recovery policy (a “clawback policy”) • NEW IN 2023 • Emphasis on long-term compensation components to further align executives with the interests of stockholders 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 stock option repricing without shareholder approval No discounted stock option grants No “evergreen” provisions in our equity compensation plans to increase shares available for issuance as equity awards

	Cash LTIP
	In December 2020, the Compensation Committee adopted the Company’s cash long-term incentive plan (the “cash 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 cash 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 2023 performance period that began on January 1, 2023. See “Compensation Tables—Cash Long-Term Incentive Plan” for more details.

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 2026
• Laura Brege • Mark Froimson • Mark Kronenfeld • Michael Yang	• Marcelo Bigal • Paul Hastings • Andreas Wicki • Alethia Young	• Abraham Ceesay • Christopher Christie • Frank Lee • Gary Pace

		LAURA BREGE
		AGE 66 INDEPENDENT DIRECTOR since June 2011 COMMITTEES • Audit • Nominating, Governance and Sustainability

		MARK I. FROIMSON, MD
		AGE 63 INDEPENDENT DIRECTOR since June 2017 COMMITTEES • Audit • Science & Technology

		MARK A. KRONENFELD, MD
		AGE 69 INDEPENDENT DIRECTOR since June 2013 COMMITTEES • Compensation • Nominating, Governance and Sustainability • Science & Technology

		MICHAEL YANG
		AGE 62 INDEPENDENT DIRECTOR since October 2023 COMMITTEES • Compensation

		MARCELO BIGAL, MD, PhD
		AGE 54 INDEPENDENT DIRECTOR since October 2023 COMMITTEES • Science & Technology

		PAUL HASTINGS
		AGE 64 INDEPENDENT DIRECTOR since June 2011 LEAD DIRECTOR June 2013 to December 2023 BOARD CHAIR January 2024 to Present COMMITTEES • Compensation • Nominating, Governance and Sustainability

		ANDREAS WICKI, PhD
		AGE 65 INDEPENDENT DIRECTOR since our inception in December 2006 COMMITTEES • Audit

		ALETHIA YOUNG
		AGE 45 INDEPENDENT DIRECTOR since October 2023 COMMITTEES • Audit

		ABRAHAM CEESAY
		AGE 46 INDEPENDENT DIRECTOR since October 2023 COMMITTEES • Compensation

		CHRISTOPHER CHRISTIE
		AGE 61 DIRECTOR since September 2019 INDEPENDENT DIRECTOR since September 2022

		FRANK D. LEE
		AGE 56 DIRECTOR since January 2024 CHIEF EXECUTIVE OFFICER since January 2024

		GARY W. PACE, PhD
		AGE 76 INDEPENDENT DIRECTOR since June 2008 COMMITTEES • Nominating, Governance and Sustainability • Science & Technology

		AUDIT COMMITTEE
		MEMBERS • Laura Brege • Mark Froimson • Andreas Wicki • Alethia Young 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 and Ms. Young qualify as “Audit Committee financial experts” 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 their previous experience, coupled with past and present service on various Audit Committees. REPORT The Report of our Audit Committee appears on page 45. MEETINGS IN 2023 — 7

		COMPENSATION COMMITTEE
		MEMBERS • Michael Yang • Abraham Ceesay • 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 69. MEETINGS IN 2023 — 6

		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. MEETINGS IN 2023 — 6

		SCIENCE AND TECHNOLOGY COMMITTEE
		MEMBERS • Marcelo Bigal • • Mark Froimson • Mark Kronenfeld • Gary Pace MEETINGS IN 2023 — 4

				Corporate Governance Documents				Sustainability Policies
				• Corporate Governance Guidelines, which include, but are not limited to, guidelines on director responsibilities and qualification standards, board meetings and committees, director compensation, and senior executive succession planning • Charters approved by the Board for the Audit Committee, Compensation Committee, Nominating, Governance and Sustainability Committee, and Science and Technology Committee • U.S. Code of Business Conduct and Ethics • European Code of Business Conduct and Ethics • Incentive Compensation Recovery Policy Corporate Sustainability Report Our Corporate Sustainability Report (CSR) contains information about our people, our culture, patient and product safety, our commitment to our communities, opioid-sparing initiatives, the environment, and our corporate governance and ethics.				• Bioethics • Global Health & Safety • Global Labor & Human Rights • Patient & Product Safety • Responsible Marketing • Supplier Code of Conduct • Global Environmental • Expanded Access • Quality

	PAUL HASTINGS INDEPENDENT DIRECTOR since June 2011 LEAD DIRECTOR June 2013 to December 2023 CHAIR OF THE BOARD since January 2024
The Chair’s responsibilities include: • chairing the meetings of our board and stockholders • 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 CEO on matters relating to corporate governance and board performance • works with the CEO 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
Board Chair	50,000
Lead Director	35,000
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