| 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 | |
| ![]() ![]() | | | ![]() ![]() | | | Advancing Patient Care | |
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| | ![]() ![]() | | | ![]() 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 EXPAREL is the only non-opioid, single-dose, long-acting local analgesic approved for infiltration, field 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 | | | | 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. | |
| ![]() ![]() | | | | Pacira BioSciences, Inc. 5401 West Kennedy Boulevard Suite 890 Tampa, Florida 33609 www.pacira.com | |
| | | | A Message from Chief Executive Officer | | | | |
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| | | | Notice of Stockholders of Pacira BioSciences, Inc. | | | | |
| ![]() ![]() When | |
| Tuesday, June 1:30 p.m. | |
| ![]() ![]() Where | |
| Pacira Offices 10410 Science Center Drive San Diego, California 92121 | |
| ![]() ![]() Record Date | |
| Only stockholders of record at the close of business on April | |
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| | ![]() | | | 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 | | | | | |
| | 2 | | | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 | | | ![]() | | | FOR | | | | | |
| | 3 | | | Approval, on an advisory basis, of the compensation of our named executive officers | | | ![]() | | | FOR | | | | | |
| | 4 | | | Transact any other business properly brought before the Annual Meeting | | | | | | | | | | | |
| ![]() ![]() 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. | |
| | | | ![]() ![]() Internet | | | ![]() ![]() Telephone | | | ![]() ![]() Mobile Device | | | ![]() ![]() Mail | | | ![]() ![]() At the Annual Meeting | |
| REGISTERED HOLDERS | | | www.proxyvote.com | | | Within the United States and Canada, 1-800-690-6903 (toll-free) | | | Scan the QR code ![]() ![]() | | | Return a properly executed proxy card | | | | |
| BENEFICIAL OWNERS (HOLDERS IN STREET NAME) | | | www.proxyvote.com | | | Within the United States and Canada, 1-800-454-8683 (toll-free) | | | Scan the QR code ![]() ![]() | | | Return a properly executed voting instruction form by mail, depending upon the method(s) your broker, bank, trustee, or other nominee makes available | | | | |
| DEADLINE | | | 11:59 p.m. Eastern Time on June 10, 2024, if you are a registered holder | | | If you are a beneficial owner, please refer to the information provided by your broker, bank or other nominee | |
| ![]() ![]() | | | By Order of the Board of Directors, ![]() Chief Administrative Officer and Secretary Pacira BioSciences, Inc. 5401 West Kennedy Boulevard Suite 890 Tampa, Florida 33609 April 22, | |
| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 11, 20242024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE | | | |||
| | This proxy statement and our annual report to stockholders are available at www.proxyvote.com | | | |||
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| | The Notice of Annual Meeting of Shareholders, this Proxy Statement and our | | | |||
| | ![]() ![]() | | | 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, | | |
| | | | Table of Contents | | | | |
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| Proposal | | | Board Recommendations | | | For More Information, See Page | | ||||||||||||
| 1 | | | Election of three Class II director nominees for election to a three-year term, expiring in 2025 | | | ![]() | | | FOR each nominee | | | 11 | | ||||||
| | | | • Yvonne Greenstreet | | | • Paul Hastings | | | • Andreas Wicki | | | | | | | | | | |
| 2 | | | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 | | | ![]() | | | FOR | | | 32 | | ||||||
| 3 | | | Advisory vote to approve executive compensation (“Say-on-Pay”) | | | ![]() | | | FOR | | | 39 | | ||||||
| 4 | | | Approval of our Amended and Restated 2014 Employee Stock Purchase Plan (the “A&R 2014 ESPP”) | | | ![]() | | | FOR | | | 40 | |
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| RECORD DATE | | | APRIL 15, 2024 | | | | STOCK SYMBOL | | | PCRX | |
| RECORD DATE SHARES OUTSTANDING | | | | | | EXCHANGE | | | NASDAQ GLOBAL SELECT MARKET | | |
| | | | | | TRANSFER AGENT | | | COMPUTERSHARE TRUST COMPANY, N.A. | |
| ![]() ![]() | | | OUR MISSION | | | | ![]() ![]() | | | OUR VALUES | |
| | | | ![]() | | |||||||
| ![]() ![]() | | | OUR VISION | | | ||||||
| To be the global leader in delivering innovative non-opioid pain management and regenerative health solutions | | |
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| Corporate Governance Best Practices | | |||
| ![]() ![]() ![]() ![]() 2 of our ![]() ![]() ![]() ![]() ![]() ![]() 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 ![]() ![]() ![]() ![]() 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 | |
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We invest in our future leaders by cultivating their growth and development. | | |
| | ![]() | | | We are committed to intentionally cultivating a culture of inclusion, where all feel | | |
| | ![]() | | | Pacira is committed to the total wellbeing of our employees and their families. | | |
| | ![]() ![]() | | | We are committed to providing non-opioid pain management and regenerative health solutions dedicated to advancing and improving outcomes for healthcare practitioners and their patients. | | |
| | ![]() ![]() | | | Our Innovation Hub features on-demand education and informational podcasts, covering a broad spectrum of topics designed to stimulate conversation and spark novel thinking in health care. | | |
| | ![]() ![]() | | | In 2016, we were proud to launch Choices Matter, | | |
| | During 2023, we contacted stockholders representing over 89% of our weighted average common stock outstanding. | | |
| 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 | | | Committee Membership | | ||||||||||||||||||||||||||||||||
| Audit | | Compensation | | Nominating, Governance & Sustainability | | Science & Technology | | | Audit | | Compensation | | Nominating, Governance & Sustainability | | Science & Technology | | |||||||||||||||||||||||||||||||||||||||||
| ![]() | | Laura Brege Senior Advisor to BridgeBio Pharma, Inc.; and former Chief Executive Officer, Nodality, Inc. | | 64 | | 2011 | | ![]() | | 4 | | | ![]() ![]() | | | | | | ![]() | | | | | ![]() | | Marcelo Bigal ▲ President and Chief Executive Officer, Ventus Therapeutics, Inc | | 54 | | 2023 | | ![]() | | 0 | | | | | | | | | | | | ![]() | | ||||||||||
| ![]() | | Christopher Christie Managing Member, Christie 55 Solutions, LLC; and former Governor of the State of New Jersey | | 59 | | 2019 | | | | 0 | | | | | | | | | | | | | | ![]() | | Laura Brege ♦ Senior Advisor to BridgeBio Pharma, Inc.; and former Chief Executive Officer, Nodality, Inc. | | 66 | | 2011 | | ![]() | | 4 | | | ![]() ![]() | | | | | | ![]() | | | | | ||||||||||
| ![]() | | Mark I. Froimson, MD Principal, Riverside Health Advisors | | 61 | | 2017 | | ![]() | | 0 | | | ![]() | | | | | | | | | ![]() | | ![]() | | Abraham Ceesay ▲ Chief Executive Officer, Rapport Therapeutics, Inc. | | 46 | | 2023 | | ![]() | | 0 | | | | | | ![]() | | | | | | | | ||||||||||
| ![]() | | Yvonne Greenstreet, MBChB, MBA ♦ Chief Executive Officer, Alnylam Pharmaceuticals, Inc. | | 59 | | 2014 | | ![]() | | 1 | | | | | | ![]() | | | | | | ![]() | | ![]() | | Christopher Christie Managing Member, Christie 55 Solutions, LLC; and former Governor of the State of New Jersey | | 61 | | 2019 | | ![]() | | 0 | | | | | | | | | | | | | | ||||||||||
| ![]() | | Paul Hastings ♦ Chief Executive Officer, Nkarta Therapeutics, Inc. | | 62 | | 2011 ![]() | | ![]() | | 1 | | | | | | ![]() | | | ![]() | | | | | ![]() | | Mark I. Froimson, MD ♦ Principal, Riverside Health Advisors | | 63 | | 2017 | | ![]() | | 1 | | | ![]() | | | | | | | | | ![]() | | ||||||||||
| ![]() | | Mark Kronenfeld, MD Vice Chairman of Anesthesiology, Maimonides Medical Center | | 67 | | 2013 | | ![]() | | 0 | | | | | | ![]() | | | | | | ![]() | | ![]() | | Paul Hastings Chief Executive Officer, Nkarta Therapeutics, Inc. | | 64 | | 2011 ![]() | | ![]() | | 1 | | | | | | ![]() | | | ![]() | | | | | ||||||||||
| ![]() | | John P. Longenecker, PhD(1) Former President and Chief Executive Officer, HemaQuest Pharmaceuticals, Inc. | | 74 | | 2007 | | ![]() | | 0 | | | ![]() | | | ![]() | | | ![]() | | | | | ![]() | | Mark Kronenfeld, MD ♦ Chairman of Anesthesiology, Maimonides Medical Center | | 69 | | 2013 | | ![]() | | 0 | | | | | | ![]() | | | ![]() | | | ![]() | | ||||||||||
| ![]() | | Gary W. Pace, PhD Co-founder and Chairman, Sova Pharmaceuticals, Inc. | | 74 | | 2008 | | ![]() | | 2 | | | | | | | | | ![]() | | | ![]() | | ![]() | | Frank D. Lee ▲ Chief Executive Officer, Pacira BioSciences, Inc. | | 56 | | 2024 | | | | 1(1) | | | | | | | | | | | | | | ||||||||||
| ![]() | | David Stack Chairman of the Board and Chief Executive Officer, Pacira | | 71 | | 2007 ![]() | | | | 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. | | 63 | | 2006 | | ![]() | | 1 | | | ![]() | | | | | | | | | | | ![]() | | Andreas Wicki, PhD Chief Executive Officer, HBM Healthcare Investments (Cayman) Ltd. | | 65 | | 2006 | | ![]() | | 1 | | | ![]() | | | | | | | | | | | ||||||||||
| Meetings in 2021 | | | | Board―9 | | | | | 7 | | | 4 | | | 3 | | | 3 | | ![]() | | 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 | |
| ![]() ![]() | | | Independent Chair of the Board | | | ![]() | | | Committee Chair | | | ![]() ![]() | | | Committee Member | | | ![]() | ![]() | ![]() ![]() | | | Audit Committee Financial Expert | |
| Pacira BioSciences, Inc. Board Diversity Matrix (as of April 22, 2022) | | Pacira BioSciences, Inc. Board Diversity Matrix (as of April 22, 2024) | | |||||||||||||||||||||
| Total Directors | | 9 | | Total Directors | | 12 | | |||||||||||||||||
| | | Female | | Male | | Non-Binary | | Did Not Disclose Gender | | | | Female | | Male | | Non-Binary | | |||||||
| Part I—Gender Identity | | | | | | | | | | Part I―Gender Identity | | | | | | | | |||||||
| Directors | | 2 | | 7 | | ― | | ― | | Directors | | 2 | | 10 | | ― | | |||||||
| Part II—Demographic Background | | | | | | | | | | Part II―Demographic Background | | | | | | | | |||||||
| African American or Black | | 1 | | ― | | ― | | ― | | African American or Black | | 1 | | 1 | | ― | | |||||||
| Alaskan Native or Native American | | ― | | ― | | ― | | ― | | Alaskan Native or Native American | | ― | | ― | | ― | | |||||||
| Asian | | ― | | ― | | ― | | ― | | Asian | | ― | | 2 | | ― | | |||||||
| Hispanic or Latinx | | ― | | ― | | ― | | ― | | Hispanic or Latinx | | ― | | 1 | | ― | | |||||||
| Native Hawaiian or Pacific Islander | | ― | | ― | | ― | | ― | | Native Hawaiian or Pacific Islander | | ― | | ― | | ― | | |||||||
| White | | 1 | | 7 | | ― | | ― | | White | | 1 | | 6 | | ― | | |||||||
| Two or More Races or Ethnicities | | ― | | ― | | ― | | ― | | Two or More Races or Ethnicities | | ― | | ― | | ― | | |||||||
| LGBTQ+ | | 1 | | LGBTQ+ | | 1 | | | ||||||||||||||||
| Did Not Disclose Demographic Background | | ― | |
| Director Skills and Experience | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Bigal | | | Laura Brege | | | Abraham Ceesay | | | Christopher Christie | | | Mark Froimson | | | Paul Hastings | | | Mark Kronenfeld | | | Frank Lee | | | Gary Pace | | | Andreas Wicki | | | Michael Yang | | | Alethia Young | | |||||||||||||||||||||||||||||||||
| ![]() | | | Academia | | | ![]() | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| ![]() | | | Accounting & Finance | | | | | | ![]() | | | | | | | | | | | | | | | ![]() ![]() | | | | | | | | | | | | | | | ![]() | | |||||||||||||||||||||||||||
| ![]() | | | Business Development & M&A | | | | | | ![]() | | | ![]() ![]() | | | | | | | | | ![]() ![]() | | | | | | ![]() | | | | | | ![]() ![]() | | | ![]() | | | ![]() | | |||||||||||||||||||||||||||
| ![]() | | | Cybersecurity & Information Technology | | | | | | ![]() ![]() | | | | | | | | | | | | | | | | | | ![]() | | ![]() | ![]() | ![]() | ||||||||||||||||||||||||||||||||||||
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| ![]() ![]() | | | Human Capital Management | | | | | | | | | ![]() | | | ![]() | | | | | | | | | | | | ![]() | | | | | | | | | ![]() | | | ![]() | | |||||||||||||||||||||||||||
| ![]() | | | Industry Experience | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | | | | ![]() ![]() | | | ![]() ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | |||||||||||||||||||||||||||
| ![]() | | | Operations, Manufacturing & Supply Chain | | | | | | | | | ![]() ![]() | | | | | | | | | | | | | | | ![]() ![]() | | | ![]() | | | | | | | | | | | |||||||||||||||||||||||||||
| ![]() | | | Other Public Boards & Governance | | | | | | ![]() | | | | | | | | | ![]() | | | | | | | | | | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | |||||||||||||||||||||||||||
| ![]() | | | Research & Development | | | ![]() | | | | | | ![]() ![]() | | | | | | ![]() ![]() | | | | | | | | | | | | ![]() ![]() | | | | | | | | | | | |||||||||||||||||||||||||||
| ![]() | | | Scientific, Medical & Pharmacy | | | ![]() | | | | | | | | | | | | ![]() | | | ![]() | | | ![]() | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||
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| 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 ![]() ![]() 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 | |
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| In December 2020, | | | The • 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. | |
| | | | Corporate Governance and Board Matters | | | | |
| | PROPOSAL ![]() ![]() | | | Election of Class | | |
| CLASS I | | | | CLASS II | | | | CLASS III | |
| Terms Expiring at the Annual Meeting in 2024 | | | | Terms Expiring at the Annual Meeting in | | | | Terms Expiring at the Annual Meeting in | |
| • Laura Brege • Mark Froimson • Mark Kronenfeld • Michael Yang | | | | • • Paul Hastings • • | | | | • Abraham Ceesay • Christopher Christie • Frank Lee • Gary Pace | |
| | ![]() ![]() | | | The Board of Directors unanimously recommends voting FOR the election of each Class | | |
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| | ![]() ![]() AGE INDEPENDENT DIRECTOR since COMMITTEES • ![]() ![]() • Nominating, Governance and Sustainability | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Ms. Brege’s qualifications to sit on our board include her financial expertise and her extensive experience in the pharmaceutical and biotechnology industries, including as a public company director. CAREER HIGHLIGHTS — BridgeBio Pharma, Inc. (Nasdaq: BBIO), a clinical-stage biopharmaceutical company focused on genetic diseases • Senior Advisor (April 2018 to present) — Cervantes Life Science Partners, LLC, a healthcare advisory and consulting company • Managing Director (September 2015 to June 2018) — Nodality, Inc., a privately held biotechnology company focused on oncology and immunology • President and Chief Executive Officer (September 2012 to July 2015) — Onyx Pharmaceuticals, Inc., a biopharmaceutical company that developed and marketed medicines for the treatment of cancer • served in various leadership positions, including Chief Operating Officer, EVP, Chief Business Officer, and Head of Corporate Affairs (2006 to 2012) | | | — Red Rock Capital Management, a venture capital firm • General Partner (1999 to 2008) — COR Therapeutics, Inc., a biotechnology company focused on novel therapeutic products for treating and preventing acute and chronic cardiovascular diseases • Chief Financial Officer (1991 to 1999) OTHER CURRENT PUBLIC COMPANY BOARDS • Acadia Pharmaceuticals Inc. (Nasdaq: ACAD) • Edgewise Therapeutics, Inc. (Nasdaq: EWTX) • HLS Therapeutics, Inc. (TSX: HLS) • Mirum Pharmaceuticals, Inc. (Nasdaq: MIRM) PRIOR DIRECTORSHIPS • Portola Pharmaceuticals, Inc. (Nasdaq: PTLA) (January 2015 to July 2020) • Dynavax Technologies Corporation (Nasdaq: DVAX) (February 2015 to February 2020) • Aratana Therapeutics, Inc. (Nasdaq: PETX) (February 2014 to March 2019) EDUCATION • MBA, University of Chicago • BS, BBA, Ohio University | |
| | MARK I. FROIMSON, MD | |
| | ![]() AGE 63 INDEPENDENT DIRECTOR since June 2017 COMMITTEES • Audit • Science & Technology | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Dr. CAREER HIGHLIGHTS — • • — American Association of Hip and Knee Surgeons • President (March 2017 to March 2018) — Trinity Health, a major national non-profit Catholic healthcare system comprising 92 hospitals in 22 states • Executive Vice President and Chief — • | | | — • Staff surgeon for over 18 years, during which time he held a variety of leadership positions, including OTHER CURRENT BOARDS • EDUCATION • MBA, • • BS in | |
| | MARK A. KRONENFELD, MD | |
| | ![]() ![]() AGE INDEPENDENT DIRECTOR since June 2013 COMMITTEES • Compensation ![]() • Nominating, Governance and Sustainability ![]() • Science & Technology | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Dr. Kronenfeld’s qualifications to sit on our board include his significant leadership experience in the hospital setting and experience in conducting clinical trials. CAREER HIGHLIGHTS — Maimonides Medical Center, a large tertiary care academic medical center in New York City • Medical Director of Perioperative Services (January 2011 to present) • Chairman of Anesthesiology (January 2022 to present) and Vice Chairman of Anesthesiology (March 2009 to January 2022) — Anesthesia Associates of Boro Park, a private medical practice • Managing Partner — Strategic Medical Management Partners • Managing Partner — Ridgemark Capital Management, a healthcare-focused hedge fund that invested in public and private healthcare and biomedical companies • Founder, Managing Partner and Portfolio Manager (April 2001 to December 2008) — Dr. Kronenfeld has founded and/or managed various consulting and investment companies focused on healthcare and medical technologies and has served on and chaired multiple leadership committees for various hospitals and medical centers | | | — New York University (“NYU”) • Assistant Professor and Attending Cardiac Anesthesiologist, teaching and practicing adult and pediatric cardiac anesthesia — Hackensack University Medical Center • Chief of Cardiac Anesthesiology — GMS Anesthesia Associates, a private medical practice • Founder and President EDUCATION • Received and completed a Kellogg-sponsored Fellowship in Heath Care Management for Future Leaders in Health Care at NYU’s Graduate School of Management • Fellowship in Cardiothoracic Anesthesiology, NYU Medical Center • MD, and completed his residency in Anesthesiology, the University of California, San Diego School of Medicine • BA in Biology, SUNY Buffalo | |
| | MICHAEL YANG | |
| | ![]() AGE 62 INDEPENDENT DIRECTOR since October 2023 COMMITTEES • Compensation ![]() | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Mr. Yang’s qualifications to sit on our board include his extensive experience in the pharmaceutical and biotechnology industries, including as a chief executive officer. CAREER HIGHLIGHTS Over 30 years of experience in the life sciences industry and currently serving as a strategic advisor and consultant for several private, clinical-stage biotech companies. — ViaCyte, Inc., a regenerative medicine company developing novel cell replacement therapies • President and Chief Executive Officer (February 2021 to October 2022 when acquired) — ACADIA Pharmaceuticals, Inc., a biopharmaceutical company focused on small molecule drugs for the treatment of central nervous system disorders • Executive Vice President, Chief Commercial Officer (March 2017 to February 2021) — Janssen Pharmaceuticals, a biotechnology company dedicated to finding therapies for serious autoimmune and inflammatory diseases • President, Immunology (October 2013 to March 2017) | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Ionis Pharmaceuticals, Inc. (Nasdaq: IONS) PRIOR DIRECTORSHIPS • ViaCyte, Inc. (February 2021 to October 2022 when acquired) • Akcea Therapeutics, Inc. (Nasdaq: AKCA) (January 2020 to December 2020 when acquired) EDUCATION • BS in Business Administration & Marketing, San Diego State University | |
| | MARCELO BIGAL, MD, PhD | |
| | ![]() AGE 54 INDEPENDENT DIRECTOR since October 2023 COMMITTEES • Science & Technology ![]() | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Dr. Bigal’s qualifications to sit on our board include his extensive experience in neurology and the pharmaceutical industry, in addition to his experience as a chief executive officer. CAREER HIGHLIGHTS — Ventus Therapeutics., a clinical-stage biopharmaceutical company developing novel medicines in immunology, inflammation, and neurology. • President and Chief Executive Officer (May 2019 to present) — Teva Pharmaceutical Industries, Ltd., a pharmaceutical company specializing in generic drugs • Increasing positions of responsibility (July 2014 to January 2018), most recently Chief Scientific Officer & Head of Specialty Research and Development (October 2017 to January 2018) | | | OTHER CURRENT DIRECTORSHIPS • Ventus Therapeutics (May 2019 to present) • Santa Ana Bio (July 2023 to present) PRIOR DIRECTORSHIPS • CODA Biotherapeutics (February 2019 to December 2022) EDUCATION • MD Medicine, Neurology, University of São Paulo • PhD, Neuroscience and Clinical Studies, University of São Paulo | |
| | 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 | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Mr. Hastings’ qualifications to sit on our board include extensive experience in the pharmaceutical and biotechnology industries. CAREER HIGHLIGHTS — Nkarta Therapeutics, Inc., a clinical-stage biotechnology company advancing the development of allogeneic natural killer (NK) cell therapies (Nasdaq: NKTX) • President and Chief Executive Officer (February 2018 to present) — OncoMed Pharmaceuticals, Inc. (Nasdaq: OMED) (“OncoMed”), a clinical development-stage biopharmaceutical company • President and Chief Executive Officer (January 2006 to January 2018) — QLT, Inc., a publicly traded biotechnology company focused on the development and commercialization of ocular products • President and Chief Executive Officer (February 2002 to September 2006) — Axys Pharmaceuticals, Inc. • President and Chief Executive Officer (2000 to 2002) — Chiron Biopharmaceuticals, Inc., a company focused on biopharmaceuticals, vaccines and blood testing • President (1999 to 2001) — Genzyme Corporation, a company focused on discovering and delivering transformative therapies for patients with rare and special unmet medical needs • served in a variety of management positions, including President of Genzyme Therapeutics Europe and President of Worldwide Therapeutics (1994 to 1998) | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Nkarta Therapeutics (Nasdaq: NKTX) (February 2018 to present) OTHER CURRENT DIRECTORSHIPS • Biotechnology Innovation Organization (BIO), Chair of the Board (June 2015 to June 2023) and Chair Emeritus (June 2023 to present) PRIOR DIRECTORSHIPS • ViaCyte, Inc. (June 2019 to November 2022) • Protara Therapeutics, Inc. (formerly known as Proteon Therapeutics, Inc.), member and Chairman of the Board • OncoMed, (member January 2006 to August 2013; Chairman of the Board from August 2013 to January 2018) EDUCATION • BS in Pharmacy, University of Rhode Island | |
| | ANDREAS WICKI, PhD | |
| | ![]() ![]() AGE INDEPENDENT DIRECTOR since our inception in December 2006 COMMITTEES • Audit | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Dr. Wicki’s qualifications to sit on our board include his extensive experience with pharmaceutical companies, his financial expertise and his years of experience providing strategic and advisory services to pharmaceutical and biotechnology organizations. CAREER HIGHLIGHTS — A life sciences entrepreneur and investor with over 30 years of experience in the pharmaceutical and biotechnology industries — HBM Healthcare Investments (Cayman) Ltd. (formerly HBM BioVentures AG), a Swiss investment company focusing on emerging technologies in the global healthcare sector • Chief Executive Officer (2001 to present) — MDS Inc., a company focused on innovative drug discovery and development solutions • Senior Vice President of European Analytical Operations (1998 to 2001) — ANAWA Laboratorien, a life sciences contract research company • Co-owner and Chief Executive Officer (1990 to 1998) — Clinserve AG, a life sciences contract research company • Co-owner and Chief Executive Officer (1990 to 1998) | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Harmony Biosciences, Inc. (Nasdaq: HRMY) (September 2017 to present) OTHER CURRENT DIRECTORSHIPS • Buchler GmbH • HBM Healthcare Investments (Cayman) Ltd. PRIOR DIRECTORSHIPS • PharmaSwiss SA (2007 to 2011) • Viela Bio, Inc. (Nasdaq: VIE) • HBM BioCapital Ltd. • Served on the boards of several privately held companies and companies listed on international exchanges EDUCATION • PhD in Chemistry and Biochemistry, University of Bern, Switzerland • MSc in Chemistry and Biochemistry, University of Bern, Switzerland | |
| | ALETHIA YOUNG | |
| | ![]() AGE 45 INDEPENDENT DIRECTOR since October 2023 COMMITTEES • Audit ![]() | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Ms. Young’s qualifications to sit on our board include her extensive experience covering the biotechnology industry and her experience as Chief Financial Officer of biopharmaceutical companies. CAREER HIGHLIGHTS — Bicycle Therapeutics, Inc., a clinical-stage biopharmaceutical company developing a novel class of medicines for diseases that are underserved by existing therapeutics • Chief Financial Officer (July 2023 to present) — Graphite Bio, Inc., a clinical-stage gene editing company developing cures for serious and life-threatening diseases • Chief Financial Officer (April 2022 to June 2023) — Cantor Fitzgerald, LP, a leading global financial services firm • Large Cap Biotech Analyst and Head of Healthcare Research (August 2018 to April 2022) | | | OTHER CURRENT PUBLIC COMPANY BOARDS • PTC Therapeutics, Inc. (Nasdaq: PTCT) (June 2022 to present) EDUCATION • BA, Economics, Duke University • BA, Spanish, Duke University | |
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| | ![]() ![]() AGE INDEPENDENT DIRECTOR since October 2023 COMMITTEES • Compensation | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Mr. Ceesay’s qualifications to sit on our board include his extensive experience in the pharmaceutical and biotechnology industries, including as a chief executive officer. CAREER HIGHLIGHTS — Rapport Therapeutics, Inc., a pharmaceutical company focused on treating neurological disorders through a precision medicine approach • Chief Executive Officer (March 2023 to present) — Cerevel Therapeutics, Inc., a biopharmaceutical company focused on the treatment of disorders of the central nervous system • President (May 2021 to February 2023) — Tiburio Therapeutics, Inc., a clinical stage biopharmaceutical company advancing novel treatments for rate neuroendocrine tumors and rare endocrine diseases • Chief Executive Officer (January 2019 to April 2021) | | | OTHER CURRENT DIRECTORSHIPS • Rapport Therapeutics (March 2023 to present) • Museum of Science (June 2022 to present) • Life Science Cares (October 2020 to present) EDUCATION • BS, Ithaca College • MBA, Finance, Suffolk University | | | | |
| | CHRISTOPHER CHRISTIE | |
| | ![]() AGE 61 DIRECTOR since September 2019 INDEPENDENT DIRECTOR since September 2022 | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Governor Christie’s qualifications to sit on our board include his significant experience as Governor of the State of New Jersey and his extensive expertise with government and regulatory affairs, leadership, and public policy regarding anti-opioid matters. CAREER HIGHLIGHTS — Christie 55 Solutions, LLC • Managing Member (March 2018 to present) — 55th Governor of the State of New Jersey • January 2010 to January 2018 — Chair of the U.S. Opioid and Drug Abuse Commission that advised the Trump administration on combating the ongoing opioid epidemic • March to December 2017 | | | OTHER CURRENT DIRECTORSHIPS • New York Mets (March 2021 to present) EDUCATION • Honorary Doctoral degrees from Rutgers University, University of Delaware, Seton Hall University, Monmouth University, and Centenary College • JD, Seton Hall University School of Law • BA in Political Science, University of Delaware | |
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| | ![]() ![]() AGE DIRECTOR since January 2024 CHIEF EXECUTIVE OFFICER since January 2024 | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Mr. Lee’s qualifications to sit on our board include being an accomplished biopharmaceutical leader with over thirty years of global experience and a strong track record of product development and commercial success across both small biotech and large pharmaceutical organizations. CAREER HIGHLIGHTS — Pacira BioSciences, Inc. • Chief Executive Officer (January 2024 to present) — Forma Therapeutics Holdings, Inc., a clinical-stage biopharmaceutical company focused on the research, development, and commercialization of novel therapeutics for rare hematologic diseases and cancers (Nasdaq: FMTX) • Chief Executive Officer (March 2019 to October 2022 when acquired by Novo Nordisk A/S) — Genentech, Inc., a member of the F. Hoffman-LaRoche AG and a company dedicated to pursuing groundbreaking science to discover and develop medicines for people with serious and life-threatening diseases • Senior Vice President, Global Product Strategy and Therapeutic Area Head, Immunology, Infectious Disease, and Ophthalmology (March 2016 to March 2019) • Vice President, Oncology, HER2 Franchise and Oral Oncolytics (August 2006 to March 2016) | | | OTHER CURRENT PUBLIC COMPANY BOARDS(1) • Bolt Biotherapeutics, Inc. (Nasdaq: BOLT) (November 2021 to present) PRIOR DIRECTORSHIPS • Catamaran Bio, Inc. (March 2022 to February 2024) • Therini Bio, Inc. (May 2023 to February 2024) EDUCATION • BS in Chemical Engineering, Vanderbilt University • Master of Business Administration, The Wharton School of Business, University of Pennsylvania | |
| | GARY W. PACE, PhD | |
| | ![]() AGE 76 INDEPENDENT DIRECTOR since June 2008 COMMITTEES • Nominating, Governance and Sustainability • Science & Technology | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Dr. Pace’s qualifications to sit on our board include his years of experience providing strategic advisory services to complex organizations, including as a public company director. CAREER HIGHLIGHTS — A seasoned biopharmaceutical executive with over 40 years of experience in the industry — Co-founded several — Contributed to the development of the biotechnology industry through honorary university appointments and industry and government committees — OTHER CURRENT PUBLIC COMPANY BOARDS • Cardiff Oncology, Inc. (Nasdaq: CRDF, formerly known as Trovagene, Inc., Nasdaq: TROV) (2020 to present) | | | OTHER CURRENT DIRECTORSHIPS • PRIOR DIRECTORSHIPS • Antisense Therapeutics (ASX: ANP) (2015 to 2022) • Simavita Ltd. (ASX: SVA) (2016 to 2021) • Invitrocue (ASX: IVQ) (2018 to 2019) • ResMed Inc. (NYSE: RMD) (1994 to 2018) • Transition Therapeutics Inc. (CDNX:TTH) (2002 to 2016) • QRxPharma Ltd. (ASX: QRX) (2001 to 2013) • — Trinity Health, a major national non-profit Catholic healthcare system comprising 92 hospitals in 22 states • Executive Vice President and Chief Clinical Officer (2014 to 2017) — Euclid Hospital, a Cleveland Clinic hospital • President and Chief Executive Officer (2012 to 2014) | | | — The Department of Orthopedic Surgery, the • Staff surgeon for over 18 years, during which time he held a variety of leadership positions, including President of the OTHER CURRENT PUBLIC COMPANY BOARDS • SINTX Technologies, Inc. (Nasdaq: SINT) EDUCATION • • • BS in Philosophy, Princeton University | |
| | KRONENFELD, MD | |
| | ![]() ![]() AGE INDEPENDENT DIRECTOR since June 2013 COMMITTEES • Compensation • Nominating, Governance and Sustainability ![]() • Science & Technology | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Dr. Kronenfeld’s qualifications to sit on our board include his significant leadership experience in the hospital setting and experience in conducting clinical trials. CAREER HIGHLIGHTS — Maimonides Medical Center, a large tertiary care academic medical center in New York City • Medical Director of Perioperative Services (January 2011 to present) • Chairman of Anesthesiology (January 2022 to present) and Vice Chairman of Anesthesiology (March 2009 to January 2022) — Anesthesia Associates of Boro Park, a private medical practice • Managing Partner — Strategic Medical Management Partners • Managing Partner — Ridgemark Capital Management, a healthcare-focused hedge fund that invested in public and private healthcare and biomedical companies • Founder, Managing Partner and Portfolio Manager (April 2001 to December 2008) — Dr. Kronenfeld has founded and/or managed various consulting and investment companies focused on healthcare and medical technologies and has served on and chaired multiple leadership committees for various hospitals and medical centers | | | — New York University (“NYU”) • Assistant Professor and Attending Cardiac Anesthesiologist, teaching and practicing adult and pediatric cardiac anesthesia — Hackensack University Medical Center • Chief of Cardiac Anesthesiology — GMS Anesthesia Associates, a private medical practice • Founder and President EDUCATION • Received and completed a Kellogg-sponsored Fellowship in Heath Care Management for Future Leaders in Health Care at NYU’s Graduate School of Management • Fellowship in Cardiothoracic Anesthesiology, NYU Medical Center • MD, and completed his residency in Anesthesiology, the University of California, San Diego School of Medicine • BA in Biology, SUNY Buffalo | |
| | MICHAEL YANG | |
| | ![]() AGE 62 INDEPENDENT DIRECTOR since October 2023 COMMITTEES • Compensation ![]() | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Mr. Yang’s qualifications to sit on our board include his extensive experience in the pharmaceutical and biotechnology industries, including as a chief executive officer. CAREER HIGHLIGHTS Over 30 years of experience in the life sciences industry and currently serving as a strategic advisor and consultant for several private, clinical-stage biotech companies. — ViaCyte, Inc., a regenerative medicine company developing novel cell replacement therapies • President and Chief Executive Officer (February 2021 to October 2022 when acquired) — ACADIA Pharmaceuticals, Inc., a biopharmaceutical company focused on small molecule drugs for the treatment of central nervous system disorders • Executive Vice President, Chief Commercial Officer (March 2017 to February 2021) — Janssen Pharmaceuticals, a biotechnology company dedicated to finding therapies for serious autoimmune and inflammatory diseases • President, Immunology (October 2013 to March 2017) | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Ionis Pharmaceuticals, Inc. (Nasdaq: IONS) PRIOR DIRECTORSHIPS • ViaCyte, Inc. (February 2021 to October 2022 when acquired) • Akcea Therapeutics, Inc. (Nasdaq: AKCA) (January 2020 to December 2020 when acquired) EDUCATION • BS in Business Administration & Marketing, San Diego State University | |
| | MARCELO BIGAL, MD, PhD | |
| | ![]() AGE 54 INDEPENDENT DIRECTOR since October 2023 COMMITTEES • Science & Technology ![]() | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Dr. Bigal’s qualifications to sit on our board include his extensive experience in neurology and the pharmaceutical industry, in addition to his experience as a chief executive officer. CAREER HIGHLIGHTS — Ventus Therapeutics., a clinical-stage biopharmaceutical company developing novel medicines in immunology, inflammation, and neurology. • President and Chief Executive Officer (May 2019 to present) — Teva Pharmaceutical Industries, Ltd., a pharmaceutical company specializing in generic drugs • Increasing positions of responsibility (July 2014 to January 2018), most recently Chief Scientific Officer & Head of Specialty Research and Development (October 2017 to January 2018) | | | OTHER CURRENT DIRECTORSHIPS • Ventus Therapeutics (May 2019 to present) • Santa Ana Bio (July 2023 to present) PRIOR DIRECTORSHIPS • CODA Biotherapeutics (February 2019 to December 2022) EDUCATION • MD Medicine, Neurology, University of São Paulo • PhD, Neuroscience and Clinical Studies, University of São Paulo | |
| | 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 | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Mr. Hastings’ qualifications to sit on our board include extensive experience in the pharmaceutical and biotechnology industries. CAREER HIGHLIGHTS — Nkarta Therapeutics, Inc., a clinical-stage biotechnology company advancing the development of allogeneic natural killer (NK) cell therapies (Nasdaq: NKTX) • President and Chief Executive Officer (February 2018 to present) — OncoMed Pharmaceuticals, Inc. (Nasdaq: OMED) (“OncoMed”), a clinical development-stage biopharmaceutical company • President and Chief Executive Officer (January 2006 to January 2018) — QLT, Inc., a publicly traded biotechnology company focused on the development and commercialization of ocular products • President and Chief Executive Officer (February 2002 to September 2006) — Axys Pharmaceuticals, Inc., which was acquired by Celera Corporation in 2001 • President and Chief Executive Officer (2000 to 2002) — Chiron Biopharmaceuticals, Inc., a company focused on biopharmaceuticals, vaccines and blood testing • President (1999 to 2001) — Genzyme Corporation, a company focused on discovering and delivering transformative therapies for patients with rare and special unmet medical needs • served in a variety of management positions, including President of Genzyme Therapeutics Europe and President of Worldwide Therapeutics (1994 to 1998) | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Nkarta Therapeutics (Nasdaq: NKTX) (February 2018 to present) OTHER CURRENT DIRECTORSHIPS • Biotechnology Innovation Organization (BIO), Chair of the Board (June 2015 to June 2023) and Chair Emeritus (June 2023 to present) PRIOR DIRECTORSHIPS • ViaCyte, Inc. (June 2019 to November 2022) • Protara Therapeutics, Inc. (formerly known as Proteon Therapeutics, Inc.), member and Chairman of the Board (October 2016 to January 2020) • OncoMed, (member January 2006 to August 2013; Chairman of the Board from August 2013 to January 2018) EDUCATION • BS in Pharmacy, University of Rhode Island | |
| | ANDREAS WICKI, PhD | |
| | ![]() AGE 65 INDEPENDENT DIRECTOR since our inception in December 2006 COMMITTEES • Audit | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Dr. Wicki’s qualifications to sit on our board include his extensive experience with pharmaceutical companies, his financial expertise and his years of experience providing strategic and advisory services to pharmaceutical and biotechnology organizations. CAREER HIGHLIGHTS — A life sciences entrepreneur and investor with over 30 years of experience in the pharmaceutical and biotechnology industries — HBM Healthcare Investments (Cayman) Ltd. (formerly HBM BioVentures AG), a Swiss investment company focusing on emerging technologies in the global healthcare sector • Chief Executive Officer (2001 to present) — MDS Inc., a company focused on innovative drug discovery and development solutions • Senior Vice President of European Analytical Operations (1998 to 2001) — ANAWA Laboratorien, a life sciences contract research company • Co-owner and Chief Executive Officer (1990 to 1998) — Clinserve AG, a life sciences contract research company • Co-owner and Chief Executive Officer (1990 to 1998) | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Harmony Biosciences, Inc. (Nasdaq: HRMY) (September 2017 to present) OTHER CURRENT DIRECTORSHIPS • Buchler GmbH • HBM Healthcare Investments (Cayman) Ltd. PRIOR DIRECTORSHIPS • PharmaSwiss SA (2007 to 2011) • Viela Bio, Inc. (Nasdaq: VIE) (June 2019 to March 2022) • HBM BioCapital Ltd. • Served on the boards of several privately held companies and companies listed on international exchanges EDUCATION • PhD in Chemistry and Biochemistry, University of Bern, Switzerland • MSc in Chemistry and Biochemistry, University of Bern, Switzerland | |
| | ALETHIA YOUNG | |
| | ![]() AGE 45 INDEPENDENT DIRECTOR since October 2023 COMMITTEES • Audit ![]() | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe CAREER HIGHLIGHTS — • Chief — • Chief Financial Officer (April 2022 to June 2023) — Cantor Fitzgerald, LP, a leading global financial services firm • | | | OTHER CURRENT PUBLIC COMPANY BOARDS • EDUCATION • • | |
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| | ![]() ![]() AGE INDEPENDENT DIRECTOR since October 2023 COMMITTEES • ![]() ![]() | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe CAREER HIGHLIGHTS — • — • — • | | | OTHER CURRENT DIRECTORSHIPS Rapport Therapeutics (March 2023 to present) • • EDUCATION • • | | | | |
| | CHRISTOPHER CHRISTIE | |
| | ![]() AGE 61 DIRECTOR since September 2019 INDEPENDENT DIRECTOR since September 2022 | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Governor Christie’s qualifications to sit on our board include his significant experience as Governor of the State of New Jersey and his extensive expertise with government and regulatory affairs, leadership, and public policy regarding anti-opioid matters. CAREER HIGHLIGHTS — Christie 55 Solutions, LLC, a consulting firm that assists corporate, government, and association clients with their business strategies and complex public policy and regulatory challenges at the state, federal, and international levels • Managing Member (March 2018 to present) — 55th Governor of the State of New Jersey • January 2010 to January 2018 — Chair of the U.S. Opioid and Drug Abuse Commission that advised the Trump administration on combating the ongoing opioid epidemic • March to December 2017 | | | OTHER CURRENT DIRECTORSHIPS • New York Mets (March 2021 to present) EDUCATION • Honorary Doctoral degrees from Rutgers University, University of Delaware, Seton Hall University, Monmouth University, and Centenary College • JD, Seton Hall University School of Law • BA in Political Science, University of Delaware | |
| | FRANK D. LEE | |
| | ![]() ![]() AGE DIRECTOR since January 2024 CHIEF EXECUTIVE OFFICER since January 2024 | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Mr. Lee’s qualifications to sit on our board include being an accomplished biopharmaceutical leader with over thirty years of global experience and a strong track record of product development and commercial success across both small biotech and large pharmaceutical organizations. CAREER HIGHLIGHTS — Pacira BioSciences, Inc. • Chief Executive Officer (January 2024 to present) — Forma Therapeutics Holdings, Inc., a clinical-stage biopharmaceutical company focused on the research, development, and commercialization of novel therapeutics for rare hematologic diseases and cancers (Nasdaq: FMTX) • Chief Executive Officer (March 2019 to October 2022 when acquired by Novo Nordisk A/S) — Genentech, Inc., a member of the F. Hoffman-LaRoche AG and a company dedicated to pursuing groundbreaking science to discover and develop medicines for people with serious and life-threatening diseases • Senior Vice President, Global Product Strategy and Therapeutic Area Head, Immunology, Infectious Disease, and Ophthalmology (March 2016 to March 2019) • Vice President, Oncology, HER2 Franchise and Oral Oncolytics (August 2006 to March 2016) | | | OTHER CURRENT PUBLIC COMPANY BOARDS(1) • Bolt Biotherapeutics, Inc. (Nasdaq: BOLT) (November 2021 to present) PRIOR DIRECTORSHIPS • Catamaran Bio, Inc. (March 2022 to February 2024) • Therini Bio, Inc. (May 2023 to February 2024) EDUCATION • BS in Chemical Engineering, Vanderbilt University • Master of Business Administration, The Wharton School of Business, University of Pennsylvania | |
| | GARY W. PACE, PhD | |
| | ![]() AGE 76 INDEPENDENT DIRECTOR since June COMMITTEES • Governance and Sustainability • Science & Technology | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Dr. CAREER HIGHLIGHTS — — — Contributed to the development of the biotechnology industry through honorary university appointments and — Chairman of Pacific Channel, a New Zealand based investment bank and venture fund that invests in ground-breaking science and advanced engineering ‘deep tech’ companies OTHER CURRENT PUBLIC COMPANY BOARDS • Cardiff Oncology, Inc. (Nasdaq: CRDF, formerly known as Trovagene, Inc., Nasdaq: TROV) (2020 to present) | | | OTHER CURRENT DIRECTORSHIPS • Serves on the boards of several privately held companies PRIOR DIRECTORSHIPS • Antisense Therapeutics (ASX: ANP) (2015 to 2022) • Simavita Ltd. (ASX: SVA) (2016 to 2021) • Invitrocue (ASX: IVQ) (2018 to 2019) • ResMed Inc. (NYSE: RMD) (1994 to 2018) • Transition Therapeutics Inc. (CDNX: TTH) (2002 to 2016) • QRxPharma Ltd. (ASX: QRX) (2001 to 2013) • | | | | • Abraham Ceesay • Christopher Christie • Frank Lee • Gary Pace | |
| | ![]() | | | The Board of Directors unanimously recommends voting FOR the election of each Class I director nominee. | | |
| | LAURA BREGE | |
| | ![]() AGE 66 INDEPENDENT DIRECTOR since June 2011 COMMITTEES • Audit ![]() ![]() • Nominating, Governance and Sustainability | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Ms. Brege’s qualifications to CAREER HIGHLIGHTS — BridgeBio Pharma, Inc. (Nasdaq: BBIO), a clinical-stage biopharmaceutical company focused on genetic diseases • Senior Advisor (April 2018 to present) — Cervantes Life Science Partners, LLC, a healthcare advisory and consulting company • Managing Director (September 2015 to June 2018) — • President and Chief Executive Officer — Onyx Pharmaceuticals, Inc., a biopharmaceutical company that developed and marketed medicines for the treatment of cancer • served in various leadership positions, including Chief Operating Officer, EVP, Chief Business Officer, and Head of Corporate Affairs (2006 to 2012) | | | — • — COR Therapeutics, Inc., a biotechnology company focused on novel therapeutic products for • Chief Financial Officer (1991 to 1999) OTHER CURRENT PUBLIC COMPANY BOARDS • Acadia Pharmaceuticals Inc. (Nasdaq: ACAD) • Edgewise Therapeutics, Inc. (Nasdaq: EWTX) • HLS Therapeutics, Inc. (TSX: HLS) • Mirum Pharmaceuticals, Inc. (Nasdaq: MIRM) PRIOR DIRECTORSHIPS • Portola Pharmaceuticals, Inc. (Nasdaq: PTLA) (January 2015 to July 2020) • Dynavax Technologies Corporation (Nasdaq: DVAX) (February 2015 to February 2020) • Aratana Therapeutics, Inc. (Nasdaq: PETX) (February 2014 to March 2019) EDUCATION • MBA, • BS, | |
| | MARK | |
| | ![]() ![]() AGE INDEPENDENT DIRECTOR since June COMMITTEES • • Science & Technology | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Dr. CAREER HIGHLIGHTS — • • — |
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| | | | | | | Pacira Board Committees | | | | Number of Other Public Company Boards | | |||||||||
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| Name | | | Independent | | | Audit | | | Compensation | | | Nominating, Governance and Sustainability | | | Science and Technology | | | |||
| Laura Brege | | | ![]() | | | ![]() ![]() | | | | | | ![]() | | | | | | | 4 | |
| Christopher Christie | | | | | | | | | | | | | | | | | | | 0 | |
| Mark I. Froimson, MD | | | ![]() | | | ![]() | | | | | | | | | ![]() | | | | 0 | |
| Yvonne Greenstreet, MBChB, MBA | | | ![]() | | | | | | ![]() | | | | | | ![]() | | | | 1 | |
| Paul Hastings ![]() | | | ![]() | | | | | | ![]() | | | ![]() | | | | | | | 1 | |
| Mark Kronenfeld, MD | | | ![]() | | | | | | ![]() | | | | | | ![]() | | | | 0 | |
| John P. Longenecker, PhD(1) | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | | | | | 0 | |
| Gary W. Pace, PhD | | | ![]() | | | | | | | | | ![]() | | | ![]() | | | | 2 | |
| David Stack ![]() | | | | | | | | | | | | | | | ![]() | | | | 1 | |
| Andreas Wicki, PhD. | | | ![]() | | | ![]() | | | | | | | | | | | | | 1 | |
| Meetings in 2021 | | | Board―9 | | | 7 | | | 4 | | | 3 | | | 3 | | | |
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![]() ![]() Andreas Wicki • Alethia Young | | | | • Abraham Ceesay • Christopher Christie • Frank Lee • Gary Pace | |
| | ![]() | | | The Board of Directors unanimously recommends voting FOR the election of each Class I director nominee. | | |
| | LAURA BREGE | |
| | ![]() AGE 66 INDEPENDENT DIRECTOR since June 2011 COMMITTEES • Audit ![]() ![]() • Nominating, Governance and Sustainability | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Ms. Brege’s qualifications to sit on our board include her financial expertise and her extensive experience in the pharmaceutical and biotechnology industries, including as a public company director. CAREER HIGHLIGHTS — BridgeBio Pharma, Inc. (Nasdaq: BBIO), a clinical-stage biopharmaceutical company focused on genetic diseases • Senior Advisor (April 2018 to present) — Cervantes Life Science Partners, LLC, a healthcare advisory and consulting company • Managing Director (September 2015 to June 2018) — Nodality, Inc., a privately held biotechnology company focused on oncology and immunology • President and Chief Executive Officer (September 2012 to July 2015) — Onyx Pharmaceuticals, Inc., a biopharmaceutical company that developed and marketed medicines for the treatment of cancer • served in various leadership positions, including Chief Operating Officer, EVP, Chief Business Officer, and Head of Corporate Affairs (2006 to 2012) | | | — Red Rock Capital Management, a venture capital firm • General Partner (1999 to 2008) — COR Therapeutics, Inc., a biotechnology company focused on novel therapeutic products for treating and preventing acute and chronic cardiovascular diseases • Chief Financial Officer (1991 to 1999) OTHER CURRENT PUBLIC COMPANY BOARDS • Acadia Pharmaceuticals Inc. (Nasdaq: ACAD) • Edgewise Therapeutics, Inc. (Nasdaq: EWTX) • HLS Therapeutics, Inc. (TSX: HLS) • Mirum Pharmaceuticals, Inc. (Nasdaq: MIRM) PRIOR DIRECTORSHIPS • Portola Pharmaceuticals, Inc. (Nasdaq: PTLA) (January 2015 to July 2020) • Dynavax Technologies Corporation (Nasdaq: DVAX) (February 2015 to February 2020) • Aratana Therapeutics, Inc. (Nasdaq: PETX) (February 2014 to March 2019) EDUCATION • MBA, University of Chicago • BS, BBA, Ohio University | |
| | MARK I. FROIMSON, MD | |
| | ![]() AGE 63 INDEPENDENT DIRECTOR since June 2017 COMMITTEES • Audit • Science & Technology | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Dr. Froimson’s qualifications to sit on our board include his clinical expertise and executive experience in the medical field. CAREER HIGHLIGHTS — Riverside Health Advisors, a holding company that invests in, and provides services to, healthcare companies and their executive leaders • Founder and Principal (June 2017 to present) • Board Chair or Board Member of several portfolio companies — American Association of Hip and Knee Surgeons • President (March 2017 to March 2018) — Trinity Health, a major national non-profit Catholic healthcare system comprising 92 hospitals in 22 states • Executive Vice President and Chief Clinical Officer (2014 to 2017) — Euclid Hospital, a Cleveland Clinic hospital • President and Chief Executive Officer (2012 to 2014) | | | — The Department of Orthopedic Surgery, the Cleveland Clinic • Staff surgeon for over 18 years, during which time he held a variety of leadership positions, including President of the Professional Staff, Vice Chair of the Orthopedic and Rheumatologic Institute and a member of the Board of Governors and Board of Trustees OTHER CURRENT PUBLIC COMPANY BOARDS • SINTX Technologies, Inc. (Nasdaq: SINT) EDUCATION • MBA, the Weatherhead School of Business at Case Western Reserve University • MD, Tulane University School of Medicine • BS in Philosophy, Princeton University | |
| | MARK A. KRONENFELD, MD | |
| | ![]() AGE 69 INDEPENDENT DIRECTOR since June 2013 COMMITTEES • Compensation • Nominating, Governance and Sustainability ![]() • Science & Technology | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Dr. Kronenfeld’s qualifications to sit on our board include his significant leadership experience in the hospital setting and experience in conducting clinical trials. CAREER HIGHLIGHTS — Maimonides Medical Center, a large tertiary care academic medical center in New York City • Medical Director of Perioperative Services (January 2011 to present) • Chairman of Anesthesiology (January 2022 to present) and Vice Chairman of Anesthesiology (March 2009 to January 2022) — Anesthesia Associates of Boro Park, a private medical practice • Managing Partner — Strategic Medical Management Partners • Managing Partner — Ridgemark Capital Management, a healthcare-focused hedge fund that invested in public and private healthcare and biomedical companies • Founder, Managing Partner and Portfolio Manager (April 2001 to December 2008) — Dr. Kronenfeld has founded and/or managed various consulting and investment companies focused on healthcare and medical technologies and has served on and chaired multiple leadership committees for various hospitals and medical centers | | | — New York University (“NYU”) • Assistant Professor and Attending Cardiac Anesthesiologist, teaching and practicing adult and pediatric cardiac anesthesia — Hackensack University Medical Center • Chief of Cardiac Anesthesiology — GMS Anesthesia Associates, a private medical practice • Founder and President EDUCATION • Received and completed a Kellogg-sponsored Fellowship in Heath Care Management for Future Leaders in Health Care at NYU’s Graduate School of Management • Fellowship in Cardiothoracic Anesthesiology, NYU Medical Center • MD, and completed his residency in Anesthesiology, the University of California, San Diego School of Medicine • BA in Biology, SUNY Buffalo | |
| | MICHAEL YANG | |
| | ![]() AGE 62 INDEPENDENT DIRECTOR since October 2023 COMMITTEES • Compensation ![]() | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Mr. Yang’s qualifications to sit on our board include his extensive experience in the pharmaceutical and biotechnology industries, including as a chief executive officer. CAREER HIGHLIGHTS Over 30 years of experience in the life sciences industry and currently serving as a strategic advisor and consultant for several private, clinical-stage biotech companies. — ViaCyte, Inc., a regenerative medicine company developing novel cell replacement therapies • President and Chief Executive Officer (February 2021 to October 2022 when acquired) — ACADIA Pharmaceuticals, Inc., a biopharmaceutical company focused on small molecule drugs for the treatment of central nervous system disorders • Executive Vice President, Chief Commercial Officer (March 2017 to February 2021) — Janssen Pharmaceuticals, a biotechnology company dedicated to finding therapies for serious autoimmune and inflammatory diseases • President, Immunology (October 2013 to March 2017) | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Ionis Pharmaceuticals, Inc. (Nasdaq: IONS) PRIOR DIRECTORSHIPS • ViaCyte, Inc. (February 2021 to October 2022 when acquired) • Akcea Therapeutics, Inc. (Nasdaq: AKCA) (January 2020 to December 2020 when acquired) EDUCATION • BS in Business Administration & Marketing, San Diego State University | |
| | MARCELO BIGAL, MD, PhD | |
| | ![]() AGE 54 INDEPENDENT DIRECTOR since October 2023 COMMITTEES • Science & Technology ![]() | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Dr. Bigal’s qualifications to sit on our board include his extensive experience in neurology and the pharmaceutical industry, in addition to his experience as a chief executive officer. CAREER HIGHLIGHTS — Ventus Therapeutics., a clinical-stage biopharmaceutical company developing novel medicines in immunology, inflammation, and neurology. • President and Chief Executive Officer (May 2019 to present) — Teva Pharmaceutical Industries, Ltd., a pharmaceutical company specializing in generic drugs • Increasing positions of responsibility (July 2014 to January 2018), most recently Chief Scientific Officer & Head of Specialty Research and Development (October 2017 to January 2018) | | | OTHER CURRENT DIRECTORSHIPS • Ventus Therapeutics (May 2019 to present) • Santa Ana Bio (July 2023 to present) PRIOR DIRECTORSHIPS • CODA Biotherapeutics (February 2019 to December 2022) EDUCATION • MD Medicine, Neurology, University of São Paulo • PhD, Neuroscience and Clinical Studies, University of São Paulo | |
| | 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 | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Mr. Hastings’ qualifications to sit on our board include extensive experience in the pharmaceutical and biotechnology industries. CAREER HIGHLIGHTS — Nkarta Therapeutics, Inc., a clinical-stage biotechnology company advancing the development of allogeneic natural killer (NK) cell therapies (Nasdaq: NKTX) • President and Chief Executive Officer (February 2018 to present) — OncoMed Pharmaceuticals, Inc. (Nasdaq: OMED) (“OncoMed”), a clinical development-stage biopharmaceutical company • President and Chief Executive Officer (January 2006 to January 2018) — QLT, Inc., a publicly traded biotechnology company focused on the development and commercialization of ocular products • President and Chief Executive Officer (February 2002 to September 2006) — Axys Pharmaceuticals, Inc., which was acquired by Celera Corporation in 2001 • President and Chief Executive Officer (2000 to 2002) — Chiron Biopharmaceuticals, Inc., a company focused on biopharmaceuticals, vaccines and blood testing • President (1999 to 2001) — Genzyme Corporation, a company focused on discovering and delivering transformative therapies for patients with rare and special unmet medical needs • served in a variety of management positions, including President of Genzyme Therapeutics Europe and President of Worldwide Therapeutics (1994 to 1998) | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Nkarta Therapeutics (Nasdaq: NKTX) (February 2018 to present) OTHER CURRENT DIRECTORSHIPS • Biotechnology Innovation Organization (BIO), Chair of the Board (June 2015 to June 2023) and Chair Emeritus (June 2023 to present) PRIOR DIRECTORSHIPS • ViaCyte, Inc. (June 2019 to November 2022) • Protara Therapeutics, Inc. (formerly known as Proteon Therapeutics, Inc.), member and Chairman of the Board (October 2016 to January 2020) • OncoMed, (member January 2006 to August 2013; Chairman of the Board from August 2013 to January 2018) EDUCATION • BS in Pharmacy, University of Rhode Island | |
| | ANDREAS WICKI, PhD | |
| | ![]() AGE 65 INDEPENDENT DIRECTOR since our inception in December 2006 COMMITTEES • Audit | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Dr. Wicki’s qualifications to sit on our board include his extensive experience with pharmaceutical companies, his financial expertise and his years of experience providing strategic and advisory services to pharmaceutical and biotechnology organizations. CAREER HIGHLIGHTS — A life sciences entrepreneur and investor with over 30 years of experience in the pharmaceutical and biotechnology industries — HBM Healthcare Investments (Cayman) Ltd. (formerly HBM BioVentures AG), a Swiss investment company focusing on emerging technologies in the global healthcare sector • Chief Executive Officer (2001 to present) — MDS Inc., a company focused on innovative drug discovery and development solutions • Senior Vice President of European Analytical Operations (1998 to 2001) — ANAWA Laboratorien, a life sciences contract research company • Co-owner and Chief Executive Officer (1990 to 1998) — Clinserve AG, a life sciences contract research company • Co-owner and Chief Executive Officer (1990 to 1998) | | | OTHER CURRENT PUBLIC COMPANY BOARDS • Harmony Biosciences, Inc. (Nasdaq: HRMY) (September 2017 to present) OTHER CURRENT DIRECTORSHIPS • Buchler GmbH • HBM Healthcare Investments (Cayman) Ltd. PRIOR DIRECTORSHIPS • PharmaSwiss SA (2007 to 2011) • Viela Bio, Inc. (Nasdaq: VIE) (June 2019 to March 2022) • HBM BioCapital Ltd. • Served on the boards of several privately held companies and companies listed on international exchanges EDUCATION • PhD in Chemistry and Biochemistry, University of Bern, Switzerland • MSc in Chemistry and Biochemistry, University of Bern, Switzerland | |
| | ALETHIA YOUNG | |
| | ![]() AGE 45 INDEPENDENT DIRECTOR since October 2023 COMMITTEES • Audit ![]() | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Ms. Young’s qualifications to sit on our board include her extensive experience covering the biotechnology industry and her experience as Chief Financial Officer of biopharmaceutical companies. CAREER HIGHLIGHTS — Bicycle Therapeutics, Inc., a clinical-stage biopharmaceutical company developing a novel class of medicines for diseases that are underserved by existing therapeutics • Chief Financial Officer (July 2023 to present) — Graphite Bio, Inc., a clinical-stage gene editing company developing cures for serious and life-threatening diseases • Chief Financial Officer (April 2022 to June 2023) — Cantor Fitzgerald, LP, a leading global financial services firm • Large Cap Biotech Analyst and Head of Healthcare Research (August 2018 to April 2022) | | | OTHER CURRENT PUBLIC COMPANY BOARDS • PTC Therapeutics, Inc. (Nasdaq: PTCT) (June 2022 to present) EDUCATION • BA, Economics, Duke University • BA, Spanish, Duke University | |
| | ABRAHAM CEESAY | |
| | ![]() AGE 46 INDEPENDENT DIRECTOR since October 2023 COMMITTEES • Compensation | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Mr. Ceesay’s qualifications to sit on our board include his extensive experience in the pharmaceutical and biotechnology industries, including as a chief executive officer. CAREER HIGHLIGHTS — Rapport Therapeutics, Inc., a pharmaceutical company focused on treating neurological disorders through a precision medicine approach • Chief Executive Officer (March 2023 to present) — Cerevel Therapeutics, Inc., a biopharmaceutical company focused on the treatment of disorders of the central nervous system • President (May 2021 to February 2023) — Tiburio Therapeutics, Inc., a clinical stage biopharmaceutical company advancing novel treatments for rate neuroendocrine tumors and rare endocrine diseases • Chief Executive Officer (January 2019 to April 2021) | | | OTHER CURRENT DIRECTORSHIPS • Rapport Therapeutics (March 2023 to present) • Museum of Science (June 2022 to present) • Life Science Cares (October 2020 to present) EDUCATION • BS, Ithaca College • MBA, Finance, Suffolk University | | | | |
| | CHRISTOPHER CHRISTIE | |
| | ![]() AGE 61 DIRECTOR since September 2019 INDEPENDENT DIRECTOR since September 2022 | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Governor Christie’s qualifications to sit on our board include his significant experience as Governor of the State of New Jersey and his extensive expertise with government and regulatory affairs, leadership, and public policy regarding anti-opioid matters. CAREER HIGHLIGHTS — Christie 55 Solutions, LLC, a consulting firm that assists corporate, government, and association clients with their business strategies and complex public policy and regulatory challenges at the state, federal, and international levels • Managing Member (March 2018 to present) — 55th Governor of the State of New Jersey • January 2010 to January 2018 — Chair of the U.S. Opioid and Drug Abuse Commission that advised the Trump administration on combating the ongoing opioid epidemic • March to December 2017 | | | OTHER CURRENT DIRECTORSHIPS • New York Mets (March 2021 to present) EDUCATION • Honorary Doctoral degrees from Rutgers University, University of Delaware, Seton Hall University, Monmouth University, and Centenary College • JD, Seton Hall University School of Law • BA in Political Science, University of Delaware | |
| | FRANK D. LEE | |
| | ![]() AGE 56 DIRECTOR since January 2024 CHIEF EXECUTIVE OFFICER since January 2024 | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Mr. Lee’s qualifications to sit on our board include being an accomplished biopharmaceutical leader with over thirty years of global experience and a strong track record of product development and commercial success across both small biotech and large pharmaceutical organizations. CAREER HIGHLIGHTS — Pacira BioSciences, Inc. • Chief Executive Officer (January 2024 to present) — Forma Therapeutics Holdings, Inc., a clinical-stage biopharmaceutical company focused on the research, development, and commercialization of novel therapeutics for rare hematologic diseases and cancers (Nasdaq: FMTX) • Chief Executive Officer (March 2019 to October 2022 when acquired by Novo Nordisk A/S) — Genentech, Inc., a member of the F. Hoffman-LaRoche AG and a company dedicated to pursuing groundbreaking science to discover and develop medicines for people with serious and life-threatening diseases • Senior Vice President, Global Product Strategy and Therapeutic Area Head, Immunology, Infectious Disease, and Ophthalmology (March 2016 to March 2019) • Vice President, Oncology, HER2 Franchise and Oral Oncolytics (August 2006 to March 2016) | | | OTHER CURRENT PUBLIC COMPANY BOARDS(1) • Bolt Biotherapeutics, Inc. (Nasdaq: BOLT) (November 2021 to present) PRIOR DIRECTORSHIPS • Catamaran Bio, Inc. (March 2022 to February 2024) • Therini Bio, Inc. (May 2023 to February 2024) EDUCATION • BS in Chemical Engineering, Vanderbilt University • Master of Business Administration, The Wharton School of Business, University of Pennsylvania | |
| | GARY W. PACE, PhD | |
| | ![]() AGE 76 INDEPENDENT DIRECTOR since June 2008 COMMITTEES • Nominating, Governance and Sustainability • Science & Technology | |
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| KEY EXPERIENCE AND QUALIFICATIONS We believe Dr. Pace’s qualifications to sit on our board include his years of experience providing strategic advisory services to complex organizations, including as a public company director. CAREER HIGHLIGHTS — A seasoned biopharmaceutical executive with over 40 years of experience in the industry — Co-founded several early-stage life science companies, where he built products from the laboratory to commercialization — Contributed to the development of the biotechnology industry through honorary university appointments and industry and government committees — Chairman of Pacific Channel, a New Zealand based investment bank and venture fund that invests in ground-breaking science and advanced engineering ‘deep tech’ companies OTHER CURRENT PUBLIC COMPANY BOARDS • Cardiff Oncology, Inc. (Nasdaq: CRDF, formerly known as Trovagene, Inc., Nasdaq: TROV) (2020 to present) | | | OTHER CURRENT DIRECTORSHIPS • Serves on the boards of several privately held companies PRIOR DIRECTORSHIPS • Antisense Therapeutics (ASX: ANP) (2015 to 2022) • Simavita Ltd. (ASX: SVA) (2016 to 2021) • Invitrocue (ASX: IVQ) (2018 to 2019) • ResMed Inc. (NYSE: RMD) (1994 to 2018) • Transition Therapeutics Inc. (CDNX: TTH) (2002 to 2016) • QRxPharma Ltd. (ASX: QRX) (2001 to 2013) RECOGNITION • Awarded a Centenary Medal by the Australian Government “for service to Australian society in research and development” (2003) • Recognized as the 2011 Director of the Year (corporate governance) by the San Diego Directors Forum • Elected Fellow of the Australian Academy of Technological Sciences and Engineering EDUCATION • PhD, Fulbright Fellow and General Foods Scholar, Massachusetts Institute of Technology • BSc (Hons I), the University of New South Wales | |
| | ![]() | | | Pacira BioSciences, Inc. Nominating, Governance and Sustainability Committee c/o Secretary 5 Sylvan Way Suite 300 Parsippany, New Jersey 07054 | | |
| | | | | | | Pacira Board Committees | | |||||||||
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| Name | | | Independent Director | | | Audit | | | Compensation | | | Nominating, Governance and Sustainability | | | Science and Technology | |
| Marcelo Bigal, MD, PhD | | | ![]() | | | | | | | | | | | | ![]() | |
| Laura Brege | | | ![]() | | | ![]() ![]() | | | | | | ![]() | | | | |
| Abraham Ceesay | | | ![]() | | | | | | ![]() | | | | | | | |
| Christopher Christie | | | ![]() | | | | | | | | | | | | | |
| Mark I. Froimson, MD | | | ![]() | | | ![]() | | | | | | | | | ![]() | |
| Paul Hastings ![]() | | | ![]() | | | | | | ![]() | | | ![]() | | | | |
| Mark Kronenfeld, MD | | | ![]() | | | | | | ![]() | | | ![]() | | | ![]() | |
| Frank D. Lee | | | | | | | | | | | | | | | | |
| Gary W. Pace, PhD | | | ![]() | | | | | | | | | ![]() | | | ![]() | |
| Andreas Wicki, PhD. | | | ![]() | | | ![]() | | | | | | | | | | |
| Michael Yang | | | ![]() | | | | | | ![]() | | | | | | | |
| Alethia Young | | | ![]() | | | ![]() ![]() | | | | | | | | | | |
| Meetings in 2023 | | | Board―11 | | | 7 | | | 6 | | | 6 | | | 4 | |
| ![]() | | | Independent Chair of the Board | | | ![]() | | | Committee Chair | | | ![]() | | | Committee Member | | | ![]() | | | Audit Committee Financial Expert | |
| | AUDIT COMMITTEE | |
| | MEMBERS • Laura Brege ![]() ![]() • Mark Froimson • Andreas Wicki • Alethia Young ![]() QUALIFICATIONS • Our board has determined that each of the directors serving on our • In addition, our board has determined that Ms. Brege REPORT The Report of our Audit Committee appears on page MEETINGS IN 2023 — 7 | |
| KEY RESPONSIBILITIES Our • appointing, evaluating, retaining and, when necessary, terminating the engagement of our independent registered public accounting firm; • overseeing the independence of our independent registered public accounting firm, including obtaining and reviewing reports from the independent registered public accounting firm; • setting the compensation of our independent registered public accounting firm; • overseeing the work of our independent registered public accounting firm, including receiving and considering reports made by our independent registered public accounting firm regarding critical audit matters, accounting policies and procedures, financial reporting, and disclosure controls; • reviewing and discussing with management and our independent registered public accounting firm our audited annual and unaudited quarterly consolidated financial statements and related disclosures; • preparing the annual | | | • coordinating the board’s oversight of internal control over financial reporting, disclosure controls and procedures and code of conduct; • reviewing our policies with respect to risk assessment and risk management; • establishing procedures related to the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding accounting or auditing matters; • reviewing our policies and procedures for reviewing and approving or ratifying related person transactions, including our related person transaction policy; • meeting independently with management and our independent registered public accounting firm; and • overseeing, reviewing, and discussing with management our information technology and cybersecurity programs. All audit services to be provided to us and all non-audit services to be provided to us by our independent registered public accounting firm must be approved in advance by our All members of the Audit Committee are independent directors. | |
| | COMPENSATION COMMITTEE | |
| | MEMBERS • Michael Yang ![]() • Abraham Ceesay • Paul Hastings ![]() • Mark Kronenfeld QUALIFICATIONS Our board has determined that each of the directors serving on our REPORT The Report of our Compensation Committee appears on page MEETINGS IN 2023 — 6 | |
| KEY RESPONSIBILITIES Our • approving our chief executive officer’s compensation and approving the compensation of our other executive officers reporting directly to our chief executive officer; • overseeing the evaluation of our senior executives; • overseeing, administering, reviewing, and making recommendations to the board with respect to our incentive compensation and equity-based plans; • reviewing and making recommendations to the board with respect to director compensation; and | | | • reviewing and discussing with management the compensation discussion and analysis and preparing the annual Our All members of the Compensation Committee are independent directors. | |
| | NOMINATING, GOVERNANCE AND SUSTAINABILITY COMMITTEE | |
| | MEMBERS • ![]() ![]() • Laura Brege • Paul Hastings • Gary Pace QUALIFICATIONS Our board has determined that each of the directors serving on our MEETINGS IN 2023 — 6 | |
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| KEY RESPONSIBILITIES The responsibilities of our • approving our chief executive officer’s compensation and approving the recommending to the board the persons to be nominated for election as directors or to fill any vacancies on the board, and to be appointed to each of the board’s committees; • developing corporate governance guidelines and recommending such corporate governance guidelines to the board; • overseeing an annual self-evaluation of the board and board | ![]() | | | All members of the Nominating, Governance and Sustainability Committee are independent directors. | |
| | SCIENCE AND TECHNOLOGY COMMITTEE | |
| | MEMBERS • ![]() ![]() • • Mark • • Gary MEETINGS IN 2023 — 4 | |
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| KEY RESPONSIBILITIES The Science and Technology committee assists the board in its oversight of our research and development activities and advises the board with respect to strategic and tactical scientific issues. The overall responsibilities of our Science and Technology committee are to consider and report to the board on matters relating to our research and development initiatives and other appropriate strategic and tactical scientific issues. | | | At its discretion, the Science and Technology committee may: • review our overall scientific and research and development strategy; • review our research and development programs; • review external scientific research, discoveries, and commercial development as appropriate; and • review the attainment of key research and development milestones. All members of the Science & Technology Committee are independent directors. | |
| ![]() | | | 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 | |
| ![]() | | | FRANK D. LEE CHIEF EXECUTIVE OFFICER AND DIRECTOR since January 2024 | | | | | | | | | | | | | ![]() | | | SENIOR MANAGEMENT | |
| • As Chief Executive Officer, Mr. Lee is responsible for setting the strategic direction of the Company and for the day-to-day leadership and management of the Company • Provides input to the board chair for board meetings and other matters | | | | | | | | | | • Members of our senior management team attend our quarterly board meetings and are available to address any questions or concerns raised by the board on risk-management and any other matters • Our board believes that full and open communication between management and the board is essential for effective risk management and oversight | | |||||||||
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![]() | | 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 | | |||
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| ![]() | | | 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 | |
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| Audit Committee | | | | Compensation Committee | | | | Nominating, Governance & Sustainability Committee | | | | Science & Technology Committee | |
| • oversees risk management activities related to financial controls, legal, compliance, and cybersecurity risks • coordinates the board’s oversight of internal control over financial reporting • oversees the integrity of financial statements, financial disclosures, and the external independent auditor | | | | • oversees risk management activities relating to our compensation policies and practices, including executive compensation matters • evaluates the performance of senior executives | | | | • oversees risk management activities relating to board composition, management succession planning and sustainability/ESG matters • develops and recommends corporate governance guidelines applicable to the Company | | | | • reviews and evaluates the quality and competitiveness of the Company’s research and development activities and advises the board on risks related to such activities and intellectual property • identifies emerging trends and developments in pharmaceutical and biotechnological Science and Technology and considers the impact to the Company | |
| | ![]() | | | Chair of the Board c/o Secretary Pacira BioSciences, Inc. 5 Sylvan Way Suite 300 Parsippany, New Jersey 07054 United States | | |
| ![]() | | | | Additional Annual Cash Retainers(1) ($) | | ||||||||||||||||||
| | | | | | | | | | CHAIR | | | MEMBER | | ||||||||||
| Board Chair | | | | | 50,000 | | | | | | | | | | | | | | | ||||
| Lead Director | | | | | 35,000 | | | | | | | | | | | | | | | ||||
| Committees: | | | | | | | | | | | | | | | | | | | | ||||
| Audit | | | | | | | | | | | 30,000 | | | | | | 15,000 | | | ||||
| Compensation | | | | | | | | | | | 24,000 | | | | | | 12,000 | | | ||||
| Nominating, Governance and Sustainability | | | | | | | | | | | 18,000 | | | | | | 9,000 | | | ||||
| Science and Technology | | | | | | | | | | | 18,000 | | | | | | 9,000 | | | ||||
| Initial Equity Grant―Stock Options(3) | | | | | 412,500 | | | | | | | | | | | | | | |
| Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(1)(3) ($) | | | Option Awards(1)(2)(3) ($) | | | Total ($) | | ||||||||||||
| Marcelo Bigal | | | | | 13,948 | | | | | | ― | | | | | | 412,497 | | | | | | 426,445 | | |
| Laura Brege | | | | | 89,000 | | | | | | 68,763 | | | | | | 206,250 | | | | | | 364,013 | | |
| Abraham Ceesay | | | | | 14,658 | | | | | | ― | | | | | | 412,497 | | | | | | 427,155 | | |
| Christopher Christie | | | | | 50,000 | | | | | | 68,763 | | | | | | 206,250 | | | | | | 325,013 | | |
| Mark Froimson | | | | | 74,000 | | | | | | 68,763 | | | | | | 206,250 | | | | | | 349,013 | | |
| Yvonne Greenstreet (2) | | | | | 17,750 | | | | | | ― | | | | | | ― | | | | | | 17,750 | | |
| Paul Hastings | | | | | 115,500 | | | | | | 68,763 | | | | | | 206,250 | | | | | | 390,513 | | |
| Mark Kronenfeld | | | | | 98,000 | | | | | | 68,763 | | | | | | 206,250 | | | | | | 373,013 | | |
| Gary Pace | | | | | 68,000 | | | | | | 68,763 | | | | | | 206,250 | | | | | | 343,013 | | |
| Andreas Wicki | | | | | ― | | | | | | ― | | | | | | ― | | | | | | ― | | |
| Michael Yang | | | | | 14,658 | | | | | | ― | | | | | | 412,497 | | | | | | 427,155 | | |
| Alethia Young | | | | | 15,367 | | | | | | ― | | | | | | 412,497 | | | | | | 427,864 | | |
| Name | | | Number of Vested Stock Options | | | Number of Unvested Stock Options | | | Number of Unvested RSUs | | |||||||||
| Marcelo Bigal | | | | | 1,722 | | | | | | 29,245 | | | | | | ― | | |
| Laura Brege | | | | | 54,697 | | | | | | 12,925 | | | | | | 1,775 | | |
| Abraham Ceesay | | | | | 1,722 | | | | | | 29,245 | | | | | | ― | | |
| Christopher Christie | | | | | 72,131 | | | | | | 12,925 | | | | | | 1,775 | | |
| Mark Froimson | | | | | 45,152 | | | | | | 12,925 | | | | | | 1,775 | | |
| Yvonne Greenstreet(a) | | | | | 69,697 | | | | | | ― | | | | | | ― | | |
| Paul Hastings | | | | | 54,697 | | | | | | 12,925 | | | | | | 1,775 | | |
| Mark Kronenfeld | | | | | 54,697 | | | | | | 12,925 | | | | | | 1,775 | | |
| Gary Pace | | | | | 54,697 | | | | | | 12,925 | | | | | | 1,775 | | |
| Andreas Wicki | | | | | ― | | | | | | ― | | | | | | ― | | |
| Michael Yang | | | | | 1,722 | | | | | | 29,245 | | | | | | ― | | |
| Alethia Young | | | | | 1,722 | | | | | | 29,245 | | | | | | ― | | |
| | | | Audit Matters | | | | |
| | PROPOSAL ![]() | | | Ratification of the Appointment of Independent Auditors | | |
| | ![]() | | | The Board of Directors unanimously recommends voting FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2024. | | |
| | | | Fiscal Year Ended December 31, | | |||||||||
| KPMG Fees | | | 2023 ($) | | | 2022 ($) | | ||||||
| Audit fees(1) | | | | | 1,305,900 | | | | | | 1,310,436 | | |
| Audit-related fees | | | | | ― | | | | | | ― | | |
| Tax fees | | | | | ― | | | | | | ― | | |
| All other fees | | | | | ― | | | | | | ― | | |
| Total fees | | | | | 1,305,900 | | | | | | 1,310,436 | | |
| ![]() Laura Brege Chair | | | ![]() Mark Froimson | | | ![]() Andreas Wicki | | | ![]() Alethia Young | |
| | | | Executive Officers | | | | |
| Name | | | Age | | | Position | |
| Frank D. Lee | | | 56 | | | Chief Executive Officer | |
| Charles A. Reinhart, III | | | 63 | | | Chief Financial Officer | |
| Kristen Williams, JD | | | 50 | | | Chief Administrative Officer and Secretary | |
| Daryl Gaugler | | | 62 | | | Chief Operating Officer | |
| Jonathan Slonin, MD | | | 49 | | | Chief Medical Officer | |
| | FRANK D. LEE | |
| | ![]() AGE 56 CHIEF EXECUTIVE OFFICER since January 2024 DIRECTOR since January 2024 | |
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| CAREER HIGHLIGHTS — Pacira BioSciences, Inc. • Chief Executive Officer (January 2024 to present) — Forma Therapeutics Holdings, Inc., a clinical-stage biopharmaceutical company focused on the research, development, and commercialization of novel therapeutics for rare hematologic diseases and cancers (Nasdaq: FMTX) • Chief Executive Officer (March 2019 to October 2022 when acquired by Novo Nordisk A/S) — Genentech, Inc., a member of the F. Hoffman-LaRoche AG and a company dedicated to pursuing groundbreaking science to discover and develop medicines for people with serious and life-threatening diseases • Senior Vice President, Global Product Strategy and Therapeutic Area Head, Immunology, Infectious Disease, and Ophthalmology (March 2016 to March 2019) • Vice President, Oncology, HER2 Franchise and Oral Oncolytics (August 2006 to March 2016) | | | OTHER CURRENT PUBLIC COMPANY BOARDS(1) • Bolt Biotherapeutics, Inc. (Nasdaq: BOLT) (November 2021 to present) PRIOR DIRECTORSHIPS • Catamaran Bio, Inc. (March 2022 to February 2024) • Therini Bio, Inc. (May 2023 to February 2024) EDUCATION • BS in Chemical Engineering, Vanderbilt University • Master of Business Administration, The Wharton School of Business, University of Pennsylvania | |
| | CHARLES A. REINHART, III | |
| | ![]() AGE 63 CHIEF FINANCIAL OFFICER since May 2016 | |
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| CAREER HIGHLIGHTS — Pacira BioSciences, Inc. • Chief Financial Officer (May 2016 to present) (On February 26, 2024, we and Mr. Reinhart agreed that he will depart the Company, effective September 30, 2024. We have commenced a search for a successor to Mr. Reinhart.) — Covis Pharmaceuticals, Inc., a specialty pharmaceutical company • Chief Financial Officer (September 2014 to October 2015) — Archimedes Pharma Ltd., a specialty pharmaceutical company • Executive Vice President and Chief Financial Officer (September 2011 to August 2014) — PharmAthene, Inc., a biodefense company engaged in the development of next generation medical countermeasures against biological and chemical threats • Senior Vice President and Chief Financial Officer (2009 to 2011) | | | — Millennium Pharmaceuticals, Inc. • Senior Vice President, Finance and Corporate Strategy (2007 to 2008) — Cephalon, Inc. and several early-stage life sciences companies • Vice President, Finance (2000 to 2007) — Mr. Reinhart previously held senior financial roles at several early-stage life sciences companies EDUCATION • Certified Public Accountant (CPA) • MBA, The Wharton School of the University of Pennsylvania • BS, Lehigh University | |
| | KRISTEN WILLIAMS, JD | |
| | ![]() AGE 50 CHIEF ADMINISTRATIVE OFFICER AND SECRETARY since October 2014 | |
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| CAREER HIGHLIGHTS — Pacira BioSciences, Inc. • Chief Administrative Officer and Secretary (October 2014 to present) • Vice President, General Counsel (March 2013 to October 2014) • Corporate Counsel (December 2011 to March 2013) • Legal Consultant (April 2011 to December 2011) — Bioenvision, Inc., a biopharmaceutical company focused on compounds for the treatment of cancer • Vice President, Corporate Compliance and Assistant General Counsel (June 2004 to 2007, when it merged with Genzyme Corporation) | | | — Paul Hastings LLP • Attorney, Corporate Law, in New York, where her practice encompassed all aspects of public and private mergers and acquisitions, corporate finance, and securities law and compliance, with a core focus in the healthcare industry (September 1999 to June 2004) EDUCATION • JD, University of Denver, College of Law • BS in Business Administration, Bucknell University | |
| | DARYL GAUGLER | |
| | ![]() AGE 62 CHIEF OPERATING OFFICER since May 2022 | |
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| CAREER HIGHLIGHTS — Pacira BioSciences, Inc. • Chief Operating Officer (May 2022 to present) • Senior Vice President, Commercial Operations (June 2020 to May 2022) • Vice President, Operational Excellence (June 2019 to June 2020) — Independent Life Sciences Consultant • Principal (August 2015 to June 2019) | | | — Quintiles Transnational (now IQVIA), a leading global provider of advanced analytics, technology solutions, and clinical research services to the life sciences industry • President of North American Commercial Solutions (August 2009 to August 2015) • Senior Vice President, Head of Global Commercialization (September 2002 to August 2009) EDUCATION • BS in Business Administration, Shippensburg University | |
| | JONATHAN SLONIN, MD | |
| | ![]() AGE 49 CHIEF MEDICAL OFFICER since December 2023 | |
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| CAREER HIGHLIGHTS — Pacira BioSciences, Inc. • Chief Medical Officer December 2023 to present) • Chief Clinical Officer (July 2021 to November 2023) • Senior Vice President, Strategic Accounts (July 2020 to July 2021) — TeamHealth, a physician-led, patient-focused healthcare organization committed to quality, efficiency, and exceptional patient care • Regional Medical Director for the Southeast, Anesthesia (November 2016 to July 2020) — Cleveland Clinic Martin Health Center • Facility Medical Director and Chair of Anesthesiology (November 2013 to November 2016) | | | • Anesthesiologist, Lawnwood Regional Medical Center (July 2005 to October 2013) EDUCATION • MBA, George Washington University • Anesthesiology residency, University of Miami/Jackson Memorial Hospital, where he served as chief resident • MD, University of Miami • BSc in Biomedical Engineering, University of Miami | |
| | | | Executive Compensation | | | | |
| | PROPOSAL ![]() | | | Advisory Vote to Approve Executive Compensation | | |
| | ![]() | | | The Board of Directors unanimously recommends voting FOR the advisory vote to approve the compensation of our named executive officers. | | |
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| ![]() David Stack |
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Charles A. Reinhart, III | | | | ![]() | |||||
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![]() | | | | ![]() ![]() Daryl Gaugler | | | | ![]() ![]() Jonathan Slonin | | |||||
| Former Chief Executive Officer and Chairman(1) | | | | ![]() Officer(2) | | ||||||||
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| ![]() | | | | Additional Annual Cash Retainers ($) | | ||||||||||||||||||
| | | | | | | | | | CHAIR | | | MEMBER | | ||||||||||
| Lead Director(1) | | | | | 30,000 | | | | | | | | | | | | | | | ||||
| Committees(1): | | | | | | | | | | | | | | | | | | | | ||||
| Audit | | | | | | | | | | | 30,000 | | | | | | 12,000 | | | ||||
| Compensation | | | | | | | | | | | 18,000 | | | | | | 9,000 | | | ||||
| Nominating, Governance and Sustainability | | | | | | | | | | | 12,000 | | | | | | 6,000 | | | ||||
| Science and Technology | | | | | | | | | | | 12,000 | | | | | | 6,000 | | | ||||
| Initial Equity Grant—Stock Options(3) | | | | | 390,000 | | | | | | | | | | | | | | |
| Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(1)(2) ($) | | | Option Awards(1)(2) ($) | | | Total ($) | | ||||||||||||
| Laura Brege | | | | | 86,000 | | | | | | 64,983 | | | | | | 195,024 | | | | | | 346,007 | | |
| Christopher Christie | | | | | 50,000 | | | | | | 64,983 | | | | | | 195,024 | | | | | | 310,007 | | |
| Mark Froimson | | | | | 71,000 | | | | | | 64,983 | | | | | | 195,024 | | | | | | 331,007 | | |
| Yvonne Greenstreet | | | | | 65,000 | | | | | | 64,983 | | | | | | 195,024 | | | | | | 325,007 | | |
| Paul Hastings | | | | | 101,500 | | | | | | 64,983 | | | | | | 195,024 | | | | | | 361,507 | | |
| Mark Kronenfeld | | | | | 68,000 | | | | | | 64,983 | | | | | | 195,024 | | | | | | 328,007 | | |
| John Longenecker(3) | | | | | 83,000 | | | | | | 64,983 | | | | | | 195,024 | | | | | | 343,007 | | |
| Gary Pace | | | | | 62,000 | | | | | | 64,983 | | | | | | 195,024 | | | | | | 322,007 | | |
| Andreas Wicki | | | | | ― | | | | | | ― | | | | | | ― | | | | | | ― | | |
| Name | | | Number of Vested Stock Options | | | Number of Unvested Stock Options | | | Number of Unvested RSUs | | |||||||||
| Laura Brege | | | | | 45,846 | | | | | | 7,626 | | | | | | 1,066 | | |
| Christopher Christie | | | | | 51,303 | | | | | | 13,669 | | | | | | 1,066 | | �� |
| Mark Froimson | | | | | 29,301 | | | | | | 7,626 | | | | | | 1,066 | | |
| Yvonne Greenstreet | | | | | 53,846 | | | | | | 7,626 | | | | | | 1,066 | | |
| Paul Hastings | | | | | 45,846 | | | | | | 7,626 | | | | | | 1,066 | | |
| Mark Kronenfeld | | | | | 53,846 | | | | | | 7,626 | | | | | | 1,066 | | |
| John Longenecker(3) | | | | | 45,846 | | | | | | 7,626 | | | | | | 1,066 | | |
| Gary Pace | | | | | 82,846 | | | | | | 7,626 | | | | | | 1,066 | | |
| Andreas Wicki | | | | | ― | | | | | | ― | | | | | | ― | | |
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| | | | Fiscal Year Ended December 31, | | |||||||||
| KPMG Fees | | | 2021 ($) | | | 2020 ($) | | ||||||
| Audit fees(1) | | | | | 1,375,263 | | | | | | 1,176,110 | | |
| Audit-related fees | | | | | ― | | | | | | ― | | |
| Tax fees | | | | | ― | | | | | | ― | | |
| All other fees | | | | | ― | | | | | | ― | | |
| Total fees | | | | | 1,375,263 | | | | | | 1,176,110 | | |
| | Chief Administrative Officer and Secretary | | |||||
| | Chief | ||||||
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| | | Chief Medical Officer | |
| | | | | | | Element | | | Purpose | |
| ![]() ![]() ![]() ![]() | | | Short- Term | | | BASE SALARY | | | • To attract and retain executives with the knowledge, skills, and abilities necessary to successfully execute their job responsibilities by offering fixed compensation that is competitive with market opportunities and that recognizes each executive’s position, role, responsibility, and experience. | |
| ![]() ![]() ![]() ![]() | | | ANNUAL CASH INCENTIVE | | | • To motivate and reward the achievement of our annual | | |||
| Long- Term | | | CASH LTIP | | | • To motivate and reward the achievement of our annual | | |||
| EQUITY AWARDS | | | • To align executives’ interests with the interests of stockholders through equity-based compensation to ensure focus on long-term shareholder value creation and the Company’s strategic objectives, and to promote the long-term retention of our executives and key management personnel. | |
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| 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 ![]() ![]() 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 connection with parachute payments 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 | |
| 1 | | | | 2 | | | | 3 | | | | 4 | |
| Provide competitive incentives that reward the achievement of performance goals that are designed to directly correlate to the enhancement of stockholder value | | | | Align the interests of our executives with those of our stockholders by rewarding performance that meets or exceeds established goals, with the ultimate objective of increasing long-term stockholder value | | | | Provide long-term incentives that promote executive retention | | | | Align our executives with the long-term strategic goals and objectives approved by our board | |
| | ![]() | | | ![]() | | | ![]() | | | ![]() | | |
| | 1. Provide competitive incentives that reward the achievement of performance goals that are designed to directly correlate to the enhancement of stockholder value | | | 2. Align the interests of our executives with those of our stockholders through the use of equity grants by rewarding performance that meets or exceeds established goals, with the ultimate objective of increasing long-term stockholder value | | | 3. Provide long-term incentives that promote executive retention | | | 4. Align our executives with the long-term strategic goals and objectives approved by our board | | |
| • ACADIA Pharmaceuticals, Inc. | | | | • Emergent BioSolutions, Inc. | | | | • PTC Therapeutics, Inc. | |
| • | | | | • Exelixis, Inc. | | | | • ![]() | |
| • | | | | • Halozyme Therapeutics, Inc. | | | | • | |
Supernus Pharmaceuticals, Inc. | | |||||||||
| • | | | | • Ionis Pharmaceuticals, Inc. | | | | • Travere Therapeutics, Inc. | |
| • CareDx, Inc. | | | | • Ironwood Pharmaceuticals, Inc. | | | | • Ultragenyx Pharmaceutical, Inc. | |
| • Corcept Therapeutics, Inc. | | | | • ![]() | | | | • United Therapeutics Corporation | |
| • ![]() | | | | • | | | |
| Named Executive Officer | | 2021 Base Salary ($) | | Increase over 2020 Base Salary | | Named Executive Officer | | 2023 Base Salary ($) | | Increase (Decrease) over 2022 Base Salary | | ||||||||||||||||
| David Stack | | | | 883,600 | | | | | 3.0% | | | David Stack | | | | 942,000 | | | | | 3.5% | | | ||||
| Charles A. Reinhart, III | | | | 460,400 | | | | | 3.0% | | | Charles A. Reinhart, III | | | | 486,000 | | | | | 2.5% | | | ||||
| Max Reinhardt | | | | 551,100 | | | | | 3.0% | | | Kristen Williams(1) | | | | 502,000 | | | | | 11.3% | | | ||||
| Roy Winston | | | | 515,000 | | | | | 3.0% | | | Daryl Gaugler | | | | 502,000 | | | | | 2.5% | | | ||||
| Jonathan Slonin (1) | | | | 450,000 | | | | | N/A | | | Jonathan Slonin(2) | | | | 535,000 | | | | | 15.4% | | |
| | | | 2021 Annual Incentive Bonus (as a Percentage of Base Salary) | | | | | 2023 Annual Incentive Bonus (as a Percentage of Base Salary) | | ||||||||||||||||||
| Named Executive Officer | | Target | | Actual Payment(1) | | Named Executive Officer | | Target | | Actual Payment(1) | | ||||||||||||||||
| David Stack | | | | 80% | | | | | 85% | | | David Stack | | | | 85% | | | | | 76.5% | | | ||||
| Charles A. Reinhart, III | | | | 50% | | | | | 50% | | | Charles A. Reinhart, III | | | | 50% | | | | | 45.0% | | | ||||
| Max Reinhardt | | | | 50% | | | | | 50% | | | Kristen Williams | | | | 50% | | | | | 45.0% | | | ||||
| Roy Winston | | | | 50% | | | | | 50% | | | Daryl Gaugler | | | | 50% | | | | | 45.0% | | | ||||
| Jonathan Slonin(2) | | | | 50% | | | | | 47% | | | Jonathan Slonin | | | | 50% | | | | | 41.2%(2) | | |
| Named Executive Officer | | | (as a | | |||
| David Stack | | | | | | | |
| Charles A. Reinhart, III | | | | | 50% | | |
| | | | | 50% | | | |
| | | | | 50% | | | |
| Jonathan Slonin | | | | | 50% | | |
| The Cash LTIP performance metrics were as follows and were equally weighted at 50% each | | ||||||||||||||||||
| Performance Metric | | | Weighting | | | Threshold (50% Payout) | | | Target (100% Payout) | | | Maximum (150% Payout) | | | Actual Performance | | |||
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![]() ![]() | | | 50% | | | 95% of Target $ | | | 100% of Target $ | | | 105% of Target $ | | | $ | | ||||
| Adjusted EBITDA | | | ![]() ![]() | | | 50% | | | 90% of Target $ | | | 100% of Target $ | | | 110% of Target $ | | | $ | |
| Percentile Ranking | | | ≤ 50th | | | 55th | | | 60th | | | 65th | | | 70th | | | ≥ 75th | | | Actual 64.6th | |
| Payout modifier | | | 100% | | | 110% | | | 120% | | | 130% | | | 140% | | | 150% | | | 129.1% | |
| Percentile Ranking | | | ≤ 50th | | | 55th | | | 60th | | | 65th | | | 70th | | | ≥ 75th | | | Actual 46.0th | |
| Payout modifier | | | 100% | | | 110% | | | 120% | | | 130% | | | 140% | | | 150% | | | 100% | |
| Performance Metric or TSR | | Performance Level | | Result | | Payout Achieved | | Performance Metric or TSR | | Performance Level | | Result | | Payout Achieved | | ||||||||||||
| Net revenue | | 95.3% | | $528.8m | | | | 52.9% | | | Net revenue | | 88.1% | | $668.9 million | | | | 0% | | | ||||||
| Adjusted EBITDA | | 91.6% | | $197.0m | | | | 58.2% | | | Adjusted EBITDA | | 70.4% | | $214.0 million | | | | 0% | | | ||||||
| Relative TSR | | 64.6th Percentile | | 64.6th Percentile | | | | 129.1% | | | Relative TSR | | 46.0th Percentile | | 46.0th Percentile | | | | 100% | | |
| | Any payout amounts earned during a cash LTIP performance period are based on a percentage of each participants base salary at the time the cash LTIP was approved by the Compensation Committee. | | |
| | | reward our named executive officers for maximizing stockholder value over time and provide our named executive officers with a strong link to our long-term performance by enhancing their accountability for long-term decision making. | | |
| | | ensure focus on long-term value creation and our strategic objectives, and creates an ownership culture by aligning the interests of our named executive officers with the creation of long-term value for our stockholders. | | |
| | | align the long-term interests of our named executive officers with those of our stockholders. | | |
| 4. | | | further our goal of executive retention. | |
| Named Executive Officer | | | Stock Options (#) | | | RSUs (#) | | ||||||
| David Stack | | | | | 133,400 | | | | | | 17,800 | | |
| Charles A. Reinhart, III | | | | | 15,000 | | | | | | 6,000 | | |
| Max Reinhardt | | | | | 17,500 | | | | | | 7,000 | | |
| Roy Winston(1) | | | | | 27,500 | | | | | | 12,000 | | |
| Jonathan Slonin(2) | | | | | 24,137 | | | | | | 10,655 | | |
| Named Executive Officer | | | Stock Options (#)(1) | | | Stock Options Grant Date Fair Value ($)(2) | | | RSUs (#)(1) | | | RSUs Grant-Date Fair Value ($)(2) | | ||||||||||||
| David Stack | | | | | 245,400 | | | | | | 3,909,786 | | | | | | 32,700 | | | | | | 1,266,798 | | |
| Charles A. Reinhart, III | | | | | 22,500 | | | | | | 358,477 | | | | | | 9,000 | | | | | | 348,660 | | |
| Kristen Williams | | | | | 27,500 | | | | | | 438,138 | | | | | | 10,950 | | | | | | 424,203 | | |
| Daryl Gaugler | | | | | 25,000 | | | | | | 398,307 | | | | | | 10,000 | | | | | | 387,400 | | |
| Jonathan Slonin | | | | | 27,500 | | | | | | 438,138 | | | | | | 10,950 | | | | | | 424,203 | | |
| ![]() Michael Yang Chair | | | ![]() Abraham Ceesay | | | ![]() Paul Hastings | | | ![]() Mark Kronenfeld | |
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| Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | Stock Awards(1) ($) | | Option Awards(1) ($) | | Non-Equity Incentive Plan Compensation(2) ($) | | All Other Compensation(3) ($) | | Total ($) | | Name and Principal Position | | Year | | Salary ($) | | Bonus(1) ($) | | Stock Awards(2) ($) | | Option Awards(2) ($) | | Non-Equity Incentive Plan Compensation(3) ($) | | All Other Compensation(4) ($) | | Total ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| David Stack Chief Executive Officer | | | | | 2021 | | | | | 883,600 | | | | | 751,100 | | | | | 1,085,088 | | | | | 3,701,206 | | | | | 506,777 | | | | | 14,713 | | | | | 6,942,484 | | | David Stack Chief Executive Officer (5) | | | | | 2023 | | | | | 941,387 | | | | | 720,600 | | | | | 1,266,798 | | | | | 3,909,786 | | | | | ― | | | | | 39,520 | | | | | 6,878,091 | | | ||||||||||||||
| | | 2020 | | | | | 889,935 | | | | | 686,300 | | | | | 1,586,745 | | | | | 6,166,589 | | | | | ― | | | | | 14,713 | | | | | 9,344,282 | | | | | | 2022 | | | | | 910,108 | | | | | 618,900 | | | | | 1,276,885 | | | | | 4,030,545 | | | | | ― | | | | | 14,902 | | | | | 6,851,340 | | | |||||||||||||||||||
| | | 2019 | | | | | 831,966 | | | | | 624,675 | | | | | 1,088,181 | | | | | 3,244,433 | | | | | ― | | | | | 17,173 | | | | | 5,806,428 | | | | | | 2021 | | | | | 883,600 | | | | | 751,100 | | | | | 1,085,088 | | | | | 3,701,206 | | | | | 506,777 | | | | | 14,713 | | | | | 6,942,484 | | | |||||||||||||||||||
| Charles A. Reinhart, III Chief Financial Officer | | | | | 2021 | | | | | 460,400 | | | | | 230,200 | | | | | 365,760 | | | | | 416,178 | | | | | 165,030 | | | | | 25,168 | | | | | 1,662,736 | | | Charles A. Reinhart, III Chief Financial Officer | | | | | 2023 | | | | | 486,671 | | | | | 219,100 | | | | | 348,660 | | | | | 358,477 | | | | | ― | | | | | 14,520 | | | | | 1,427,428 | | | ||||||||||||||
| | | 2020 | | | | | 463,692 | | | | | 223,500 | | | | | 600,390 | | | | | 706,355 | | | | | ― | | | | | 15,168 | | | | | 2,009,105 | | | | | | 2022 | | | | | 475,000 | | | | | 290,000 | | | | | 472,151 | | | | | 498,495 | | | | | ― | | | | | 15,582 | | | | | 1,751,228 | | | |||||||||||||||||||
| | | 2019 | | | | | 433,512 | | | | | 195,000 | | | | | 191,576 | | | | | 560,952 | | | | | ― | | | | | 8,704 | | | | | 1,389,744 | | | | | | 2021 | | | | | 460,400 | | | | | 230,200 | | | | | 365,760 | | | | | 416,178 | | | | | 165,030 | | | | | 25,168 | | | | | 1,662,736 | | | |||||||||||||||||||
| Max Reinhardt President, Rest of World(4) | | | | | 2021 | | | | | 551,100 | | | | | 275,000 | | | | | 426,720 | | | | | 485,540 | | | | | 197,578 | | | | | 30,869 | | | | | 1,966,808 | | | Kristen Williams Chief Administrative Officer and Secretary | | | | | 2023 | | | | | 501,018 | | | | | 225,900 | | | | | 424,203 | | | | | 438,138 | | | | | ― | | | | | 11,602 | | | | | 1,600,861 | | | ||||||||||||||
| | | 2020 | | | | | 555,000 | | | | | 268,200 | | | | | 667,100 | | | | | 784,839 | | | | | ― | | | | | 26,957 | | | | | 2,302,096 | | | | | | 2022 | | | | | 457,046 | | | | | 330,400 | | | | | 587,961 | | | | | 621,240 | | | | | ― | | | | | 12,188 | | | | | 2,008,835 | | | |||||||||||||||||||
| | | 2019 | | | | | 266,000 | | | | | 140,000 | | | | | ― | | | | | 4,145,775 | | | | | ― | | | | | 23,263 | | | | | 4,575,038 | | | | | | 2021 | | | | | 515,000 | | | | | 275,000 | | | | | 426,720 | | | | | 485,540 | | | | | 184,602 | | | | | 11,526 | | | | | 1,898,389 | | | |||||||||||||||||||
| Roy Winston Chief Medical Officer(5) | | | | | 2021 | | | | | 515,000 | | | | | 275,000 | | | | | 721,470 | | | | | 760,931 | | | | | 184,602 | | | | | 22,336 | | | | | 2,479,339 | | | Daryl Gaugler Chief Operating Officer(7) | | | | | 2023 | | | | | 501,673 | | | | | 225,900 | | | | | 387,400 | | | | | 398,307 | | | | | ― | | | | | 20,347 | | | | | 1,533,627 | | | ||||||||||||||
| | | 2020 | | | | | 515,769 | | | | | 250,000 | | | | | 667,100 | | | | | 784,938 | | | | | ― | | | | | 12,336 | | | | | 2,230,044 | | | | | | 2022 | | | | | 469,942 | | | | | 287,900 | | | | | 766,131 | | | | | 746,490 | | | | | ― | | | | | 20,933 | | | | | 2,291,396 | | | |||||||||||||||||||
| | | 2019 | | | | | 408,654 | | | | | 225,000 | | | | | 243,824 | | | | | 720,919 | | | | | ― | | | | | 13,403 | | | | | 1,611,800 | | | Jonathan Slonin Chief Medical Officer Officer(8) | | | | | 2023 | | | | | 490,225 | | | | | 220,300 | | | | | 424,203 | | | | | 438,138 | | | | | ― | | | | | 20,347 | | | | | 1,593,213 | | | |||||||||||||||||
| Jonathan Slonin Chief Clinical Officer(6) | | | | 2021 | | | | | 426,193 | | | | | 212,900 | | | | | 667,624 | | | | | 639,479 | | | | | 145,602 | | | | | 30,557 | | | | | 2,122,355 | | | | | | 2022 | | | | | 463,500 | | | | | 185,400 | | | | | 587,961 | | | | | 621,240 | | | | | ― | | | | | 20,933 | | | | | 1,879,034 | | | |||||||||||||||||
| | | | 2021 | | | | | 426,193 | | | | | 212,900 | | | | | 639,479 | | | | | 667,624 | | | | | 145,602 | | | | | 20,557 | | | | | 2,112,355 | | |
| | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | All Other Option Awards: Number of Securities Underlying Options (#) | | Exercise or Base Price of Option Awards ($/Sh) | | Grant Date of Fair Value of Stock and Option Awards(2) ($) | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | All Other Option Awards: Number of Securities Underlying Options (#) | | Exercise or Base Price of Option Awards ($/Sh) | | Grant Date of Fair Value of Stock and Option Awards(2) ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | | Type of Award | | Grant Date | | Threshold(1) ($) | | Target(1) ($) | | Maximum(1) ($) | | Name | | Type of Award | | Grant Date | | Threshold(1) ($) | | Target(1) ($) | | Maximum(1) ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| David Stack | | | Stock Option | | | | 6/9/2021 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | | | 133,400 | | | | | 60.96 | | | | | 3,701,206 | | | David Stack | | | Stock Option | | | | 6/14/2023 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | | | 245,400 | | | | | 38.74 | | | | | 3,909,786 | | | ||||||||||||||||
| | | | RSUs | | | | 6/9/2021 | | | | | ― | | | | | ― | | | | | ― | | | | | 17,800 | | | | | ― | | | | | ― | | | | | 1,085,088 | | | | | | RSUs | | | | 6/14/2023 | | | | | ― | | | | | ― | | | | | ― | | | | | 32,700 | | | | | ― | | | | | ― | | | | | 1,266,798 | | | ||||||||||||||||
| | | Cash LTIP | | | | 1/1/2021 | | | | | 353,440 | | | | | 706,880 | | | | | 1,590,480 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | | | Cash LTIP | | | | 1/1/2023 | | | | | 400,350 | | | | | 800,700 | | | | | 1,801,575 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | ||||||||||||||||||
| Charles A. Reinhart, III | | | Stock Option | | | | 6/9/2021 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | | | 15,000 | | | | | 60.96 | | | | | 416,178 | | | Charles A. Reinhart, III | | | Stock Option | | | | 6/14/2023 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | | | 22,500 | | | | | 38.74 | | | | | 358,477 | | | ||||||||||||||||
| | | | RSUs | | | | 6/9/2021 | | | | | ― | | | | | ― | | | | | ― | | | | | 6,000 | | | | | ― | | | | | ― | | | | | 365,760 | | | | | | RSUs | | | | 6/14/2023 | | | | | ― | | | | | ― | | | | | ― | | | | | 9,000 | | | | | ― | | | | | ― | | | | | 348,660 | | | ||||||||||||||||
| | | Cash LTIP | | | | 1/1/2021 | | | | | 115,100 | | | | | 230,200 | | | | | 517,950 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | | | Cash LTIP | | | | 1/1/2023 | | | | | 121,725 | | | | | 243,450 | | | | | 547,763 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | ||||||||||||||||||
| Max Reinhardt | | | Stock Option | | | | 6/9/2021 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | | | 17,500 | | | | | 60.96 | | | | | 485,540 | | | Kristen Williams | | | Stock Option | | | | 6/14/2023 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | | | 27,500 | | | | | 38.74 | | | | | 438,138 | | | ||||||||||||||||
| | | | RSUs | | | | 6/9/2021 | | | | | ― | | | | | ― | | | | | ― | | | | | 7,000 | | | | | ― | | | | | ― | | | | | 426,720 | | | | | | RSUs | | | | 6/14/2023 | | | | | ― | | | | | ― | | | | | ― | | | | | 10,950 | | | | | ― | | | | | ― | | | | | 424,203 | | | ||||||||||||||||
| | | Cash LTIP | | | | 1/1/2021 | | | | | 137,775 | | | | | 275,550 | | | | | 619,998 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | | | Cash LTIP | | | | 1/1/2023 | | | | | 125,500 | | | | | 251,000 | | | | | 564,750 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | ||||||||||||||||||
| Roy Winston | | | Stock Option | | | | 6/9/2021 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | | | 17,500 | | | | | 60.96 | | | | | 485,540 | | | Daryl Gaugler(3) | | | Stock Option | | | | 6/14/2023 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | | | 25,000 | | | | | 38.74 | | | | | 398,307 | | | ||||||||||||||||
| | | | RSUs | | | | 6/9/2021 | | | | | ― | | | | | ― | | | | | ― | | | | | 7,000 | | | | | ― | | | | | ― | | | | | 426,720 | | | | | | RSUs | | | | 6/14/2023 | | | | | ― | | | | | ― | | | | | ― | | | | | 10,000 | | | | | ― | | | | | ― | | | | | 387,400 | | | ||||||||||||||||
| | | | Stock Option | | | | 8/3/2021 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | | | 10,000 | | | | | 60.79 | | | | | 275,391 | | | | | Cash LTIP | | | | 1/1/2023 | | | | | 125,500 | | | | | 251,000 | | | | | 564,750 | | | | | ― | | | | | 10,000 | | | | | ― | | | | | ― | | | |||||||||||||||||
| | | | RSUs | | | | 8/1/2021 | | | | | ― | | | | | ― | | | | | ― | | | | | 5,000 | | | | | ― | | | | | ― | | | | | 294,750 | | | Jonathan Slonin | | | Stock Option | | | | 6/14/2023 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | | | 27,500 | | | | | 38.74 | | | | | 438,138 | | | ||||||||||||||||
| | | Cash LTIP | | | | 1/1/2021 | | | | | 128,750 | | | | | 257,500 | | | | | 579,375 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | | | | RSUs | | | | 6/14/2023 | | | | | ― | | | | | ― | | | | | ― | | | | | 10,950 | | | | | ― | | | | | ― | | | | | 424,203 | | | |||||||||||||||||
| Jonathan Slonin | | | Stock Option | | | | 6/9/2021 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | | | 14,137 | | | | | 60.96 | | | | | 392,233 | | | | | Cash LTIP | | | | 1/1/2023 | | | | | 121,725 | | | | | 239,850 | | | | | 539,663 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | |||||||||||||||||
| | | | RSUs | | | | 6/9/2021 | | | | | ― | | | | | ― | | | | | ― | | | | | 5,655 | | | | | ― | | | | | ― | | | | | 344,729 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | Stock Option | | | | 8/3/2021 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | | | | 10,000 | | | | | 60.79 | | | | | 275,391 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | RSUs | | | | 8/1/2021 | | | | | ― | | | | | ― | | | | | ― | | | | | 5,000 | | | | | ― | | | | | ― | | | | | 294,750 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | Cash LTIP | | | | 1/1/2021 | | | | | 101,525 | | | | | 203,050 | | | | | 456.863 | | | | | ― | | | | | ― | | | | | ― | | | | | ― | | |
| | | | Option Awards | | | Stock Awards | | | | | | | | | | Option Awards | | | Stock Awards | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | | Number of Securities Underlying Unexercised Options― Exercisable (#) | | Number of Securities Underlying Unexercised Options― Unexercisable (#) | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock that Have Not Vested (#) | | Market Value of Shares or Units of Stock that Have Not Vested(1) ($) | | Name | | Grant Date | | Number of Securities Underlying Unexercised Options― Exercisable (#) | | Number of Securities Underlying Unexercised Options― Unexercisable (#) | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock that Have Not Vested (#) | | Market Value of Shares or Units of Stock that Have Not Vested(1) ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| David Stack | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 17,800(3) | | | | | 1,071,026 | | | David Stack(4) | | | | | 6/14/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 32,700(3) | | | | | 1,103,298 | | | |||||||||||
| | | — | | | | | 133,400(2) | | | | | 60.96 | | | | | 6/9/2031 | | | | | — | | | | | — | | | | | | 6/14/2023 | | | | | — | | | | | 245,400(2) | | | | | 38.74 | | | | | 6/14/2033 | | | | | — | | | | | — | | | ||||||||||||||||
| | | — | | | | | — | | | | | — | | | | | — | | | | | 24,975(3) | | | | | 1,502,746 | | | | | | 6/8/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 16,125(3) | | | | | 544,058 | | | ||||||||||||||||
| | | 103,127 | | | | | 171,873(2) | | | | | 47.65 | | | | | 6/9/2030 | | | | | — | | | | | — | | | | | | 6/8/2022 | | | | | 60,340 | | | | | 100,560 | | | | | 59.39 | | | | | 6/8/2032 | | | | | — | | | | | — | | | ||||||||||||||||
| | | — | | | | | — | | | | | — | | | | | — | | | | | 11,850(3) | | | | | 713,015 | | | | | | 6/9/2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 8,900(3) | | | | | 300,286 | | | ||||||||||||||||
| | | 88,814 | | | | | 53,286(2) | | | | | 43.54 | | | | | 6/5/2029 | | | | | — | | | | | — | | | | | | 6/9/2021 | | | | | 83,378 | | | | | 50,022(2) | | | | | 60.96 | | | | | 6/9/2031 | | | | | — | | | | | — | | | ||||||||||||||||
| | | — | | | | | — | | | | | — | | | | | — | | | | | 7,093(3) | | | | | 426,786 | | | | | | 6/9/2020 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 8,325(3) | | | | | 280,886 | | | ||||||||||||||||
| | | 148,970 | | | | | 21,280(2) | | | | | 38.35 | | | | | 6/13/2028 | | | | | — | | | | | — | | | | | | 6/9/2020 | | | | | 240,626 | | | | | 34,374(2) | | | | | 47.65 | | | | | 6/9/2030 | | | | | — | | | | | — | | | ||||||||||||||||
| | | 81,000 | | | | | — | | | | | 44.20 | | | | | 6/14/2027 | | | | | — | | | | | — | | | | | | 6/5/2019 | | | | | 142,100 | | | | | — | | | | | 43.54 | | | | | 6/5/2029 | | | | | — | | | | | — | | | ||||||||||||||||
| | | 60,000 | | | | | — | | | | | 32.35 | | | | | 12/7/2026 | | | | | — | | | | | — | | | | | | 6/13/2018 | | | | | 170,250 | | | | | — | | | | | 38.35 | | | | | 6/13/2028 | | | | | — | | | | | — | | | ||||||||||||||||
| | | 66,250 | | | | | — | | | | | 40.34 | | | | | 6/15/2026 | | | | | — | | | | | — | | | | | | 6/14/2017 | | | | | 81,000 | | | | | — | | | | | 44.20 | | | | | 6/14/2027 | | | | | — | | | | | — | | | ||||||||||||||||
| | | 150,000 | | | | | — | | | | | 81.00 | | | | | 6/3/2024 | | | | | — | | | | | — | | | | | | 12/7/2016 | | | | | 60,000 | | | | | — | | | | | 32.35 | | | | | 12/7/2026 | | | | | — | | | | | — | | | ||||||||||||||||
| | | 73,670 | | | | | — | | | | | 10.81 | | | | | 6/5/2022 | | | | | — | | | | | — | | | | | | 6/15/2016 | | | | | 66,250 | | | | | — | | | | | 40.34 | | | | | 6/15/2026 | | | | | — | | | | | — | | | ||||||||||||||||
| Charles A. Reinhart, III | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 6,000(3) | | | | | 361,020 | | | | | | 6/3/2014 | | | | | 150,000 | | | | | — | | | | | 81.00 | | | | | 6/3/2024 | | | | | — | | | | | — | | | |||||||||||||
| | | — | | | | | 15,000(2) | | | | | 60.96 | | | | | 6/9/2031 | | | | | — | | | | | — | | | Charles A. Reinhart, III(5) | | | | | 6/14/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 9,000(3) | | | | | 303,660 | | | ||||||||||||||
| | | — | | | | | — | | | | | — | | | | | — | | | | | 9,450(3) | | | | | 568,607 | | | | | | 6/14/2023 | | | | | — | | | | | 22,500(2) | | | | | 38.74 | | | | | 6/14/2033 | | | | | — | | | | | — | | | ||||||||||||||||
| | | 11,814 | | | | | 19,686(2) | | | | | 47.65 | | | | | 6/9/2030 | | | | | — | | | | | — | | | | | | 6/8/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 5,962(3) | | | | | 201,158 | | | ||||||||||||||||
| | | — | | | | | — | | | | | — | | | | | — | | | | | 2,200(3) | | | | | 132,374 | | | | | | 6/8/2022 | | | | | 7,464 | | | | | 12,436(2) | | | | | 59.39 | | | | | 6/8/2032 | | | | | — | | | | | — | | | ||||||||||||||||
| | | 16,440 | | | | | 9,860(2) | | | | | 43.54 | | | | | 6/5/2029 | | | | | — | | | | | — | | | | | | 6/9/2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 3,000(3) | | | | | 101,220 | | | ||||||||||||||||
| | | — | | | | | — | | | | | — | | | | | — | | | | | 1,250(3) | | | | | 75,213 | | | | | | 6/9/2021 | | | | | 9,378 | | | | | 5,622(2) | | | | | 60.96 | | | | | 6/9/2031 | | | | | — | | | | | — | | | ||||||||||||||||
| | | 26,250 | | | | | 3,750(2) | | | | | 38.35 | | | | | 6/13/2028 | | | | | — | | | | | — | | | | | | 6/9/2020 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 3,150(3) | | | | | 106,281 | | | ||||||||||||||||
| | | 17,500 | | | | | — | | | | | 44.20 | | | | | 6/14/2027 | | | | | — | | | | | — | | | | | | 6/9/2020 | | | | | 27,567 | | | | | 3,936(2) | | | | | 47.65 | | | | | 6/9/2030 | | | | | — | | | | | — | | | ||||||||||||||||
| | | 16,000 | | | | | — | | | | | 32.35 | | | | | 12/7/2026 | | | | | — | | | | | — | | | | | | 6/5/2019 | | | | | 26,300 | | | | | — | | | | | 43.54 | | | | | 6/5/2029 | | | | | — | | | | | — | | | ||||||||||||||||
| | | 70,000 | | | | | — | | | | | 51.54 | | | | | 5/3/2026 | | | | | — | | | | | — | | | | | | 6/13/2018 | | | | | 30,000 | | | | | — | | | | | 38.35 | | | | | 6/13/2028 | | | | | — | | | | | — | | | ||||||||||||||||
| Max Reinhardt | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 7,000(3) | | | | | 421,190 | | | | | | 6/14/2017 | | | | | 17,500 | | | | | — | | | | | 44.20 | | | | | 6/14/2027 | | | | | — | | | | | — | | | |||||||||||||
| | | — | | | | | 17,500(2) | | | | | 60.96 | | | | | 6/9/2031 | | | | | — | | | | | — | | | | | | 12/7/2016 | | | | | 16,000 | | | | | — | | | | | 32.35 | | | | | 12/7/2026 | | | | | — | | | | | — | | | ||||||||||||||||
| | | — | | | | | — | | | | | — | | | | | — | | | | | 10,500(3) | | | | | 631,785 | | | | | | 5/3/2016 | | | | | 70,000 | | | | | — | | | | | 51.54 | | | | | 5/3/2026 | | | | | — | | | | | — | | | ||||||||||||||||
| | | 13,127 | | | | | 21,873(2) | | | | | 47.65 | | | | | 6/9/2030 | | | | | — | | | | | — | | | Kristen Williams | | | | | 6/14/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 10,950(3) | | | | | 369,453 | | | ||||||||||||||
| | | 62,500 | | | | | 87,500(2) | | | | | 42.54 | | | | | 7/2/2029 | | | | | — | | | | | — | | | | | | 6/14/2023 | | | | | — | | | | | 27,500(2) | | | | | 38.74 | | | | | 6/14/2033 | | | | | — | | | | | — | | | ||||||||||||||||
| Roy Winston | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 5,000(3) | | | | | 300,850 | | | | | | 6/8/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 7,425(3) | | | | | 250,520 | | | |||||||||||||
| | | — | | | | | 10,000(2) | | | | | 60.79 | | | | | 8/3/2031 | | | | | — | | | | | — | | | | | | 6/8/2022 | | | | | 9,300 | | | | | 15,500(2) | | | | | 59.39 | | | | | 6/8/2032 | | | | | — | | | | | — | | | ||||||||||||||||
| | | — | | | | | — | | | | | — | | | | | — | | | | | 7,000(3) | | | | | 421,190 | | | | | | 6/9/2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 3,500(3) | | | | | 118,090 | | | ||||||||||||||||
| | | — | | | | | 17,500(2) | | | | | 60.96 | | | | | 6/9/2031 | | | | | — | | | | | — | | | | | | 6/9/2021 | | | | | 10,940 | | | | | 6,560(2) | | | | | 60.96 | | | | | 6/9/2031 | | | | | — | | | | | — | | | ||||||||||||||||
| | | — | | | | | — | | | | | — | | | | | — | | | | | 10,500(3) | | | | | 631,785 | | | | | | 6/9/2020 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 3,500(3) | | | | | 118,090 | | | ||||||||||||||||
| | | 13,127 | | | | | 21,873(2) | | | | | 47.65 | | | | | 6/9/2030 | | | | | — | | | | | — | | | | | | 6/9/2020 | | | | | 15,311 | | | | | 4,374(2) | | | | | 47.65 | | | | | 6/9/2030 | | | | | | | | | | | | | ||||||||||||||||
| | | — | | | | | — | | | | | — | | | | | — | | | | | 2,800(3) | | | | | 168,476 | | | | | | 6/5/2019 | | | | | 10,560 | | | | | — | | | | | 43.54 | | | | | 6/5/2029 | | | | | | | | | | | | | ||||||||||||||||
| | | 21,128 | | | | | 12,672(2) | | | | | 43.54 | | | | | 6/5/2029 | | | | | — | | | | | — | | | | | | 6/3/2018 | | | | | 2,953 | | | | | — | | | | | 38.35 | | | | | 6/13/2028 | | | | | | | | | | | | | ||||||||||||||||
| | | — | | | | | — | | | | | — | | | | | — | | | | | 1,562(3) | | | | | 93,986 | | | | | | 6/3/2015 | | | | | 15,000 | | | | | — | | | | | 79.43 | | | | | 6/3/2025 | | | | | | | | | | | | | ||||||||||||||||
| | | 32,814 | | | | | 4,686(2) | | | | | 38.35 | | | | | 6/13/2028 | | | | | — | | | | | — | | | | | | 6/3/2014 | | | | | 40,000 | | | | | — | | | | | 81.00 | | | | | 6/3/2024 | | | | | | | | | | | | | ||||||||||||||||
| | | 3,750 | | | | | 2,500(2) | | | | | 34.38 | | | | | 5/2/2028 | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 10,000 | | | | | — | | | | | 46.35 | | | | | 1/3/2028 | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 6,000 | | | | | — | | | | | 44.20 | | | | | 6/14/2027 | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 15,000 | | | | | — | | | | | 48.15 | | | | | 5/2/2027 | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 10,000 | | | | | — | | | | | 41.90 | | | | | 2/2/2027 | | | | | — | | | | | — | | |
| | | | Option Awards | | | Stock Awards | | | | | | | | | | Option Awards | | | Stock Awards | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | | Number of Securities Underlying Unexercised Options― Exercisable (#) | | Number of Securities Underlying Unexercised Options― Unexercisable (#) | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock that Have Not Vested (#) | | Market Value of Shares or Units of Stock that Have Not Vested(1) ($) | | Name | | Grant Date | | Number of Securities Underlying Unexercised Options― Exercisable (#) | | Number of Securities Underlying Unexercised Options― Unexercisable (#) | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock that Have Not Vested (#) | | Market Value of Shares or Units of Stock that Have Not Vested(1) ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Jonathan Slonin | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 5,000(3) | | | | | 300,850 | | | Daryl Gaugler | | | | | 6/14/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 10,000(3) | | | | | 337,400 | | | |||||||||||
| | | — | | | | | 10,000(2) | | | | | 60.79 | | | | | 8/3/2031 | | | | | — | | | | | — | | | | | | 6/14/2023 | | | | | — | | | | | 25,000(2) | | | | | 38.74 | | | | | 6/14/2033 | | | | | — | | | | | — | | | ||||||||||||||||
| | | — | | | | | — | | | | | — | | | | | — | | | | | 5,655(3) | | | | | 340,261 | | | | | | 6/8/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 9,675(3) | | | | | 326,435 | | | ||||||||||||||||
| | | — | | | | | 14,137(2) | | | | | 60.96 | | | | | 6/9/2031 | | | | | — | | | | | — | | | | | | 6/8/2022 | | | | | 11,177 | | | | | 18,623(2) | | | | | 59.39 | | | | | 6/8/2032 | | | | | — | | | | | — | | | ||||||||||||||||
| | | — | | | | | — | | | | | — | | | | | — | | | | | 11,250(3) | | | | | 676,913 | | | | | | 6/9/2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 3,000(3) | | | | | 101,220 | | | ||||||||||||||||
| | | 14,064 | | | | | 23,436(2) | | | | | 52.37 | | | | | 7/2/2030 | | | | | — | | | | | — | | | | | | 6/9/2021 | | | | | 9,378 | | | | | 5,622(2) | | | | | 60.96 | | | | | 6/9/2031 | | | | | — | | | | | — | | | ||||||||||||||||
| | | | 7/2/2020 | | | | | 8,750 | | | | | 1,250(2) | | | | | 52.37 | | | | | 7/2/2030 | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||||||||||||||||||
| | | 6/9/2020 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 2,000(3) | | | | | 67,480 | | | |||||||||||||||||||||||||||||||||||||||||||||||
| | | 6/9/2020 | | | | | 17,500 | | | | | 2,500(2) | | | | | 47.65 | | | | | 6/9/2030 | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||
| | | 7/2/2019 | | | | | 20,000 | | | | | — | | | | | 42.54 | | | | | 7/2/2029 | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||
Jonathan Slonin | | | | | 6/14/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 10,950(3) | | | | | 369,453 | | | |||||||||||||||||||||||||||||||||||||||||||||
| | | 6/14/2023 | | | | | — | | | | | 27,500(2) | | | | | 38.74 | | | | | 6/14/2033 | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||
| | | 6/8/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 7,425(3) | | | | | 250,520 | | | |||||||||||||||||||||||||||||||||||||||||||||||
| | | 6/8/2022 | | | | | 9,300 | | | | | 15,500 | | | | | 59.39 | | | | | 6/8/2032 | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||
| | | 8/3/2021 | | | | | 5,625 | | | | | 4,375(2) | | | | | 60.79 | | | | | 8/3/2031 | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||
| | | 8/1/2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 2,500(3) | | | | | 84,350 | | | |||||||||||||||||||||||||||||||||||||||||||||||
| | | | 6/9/2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 2,827(3) | | | | | 95,383 | | | ||||||||||||||||||||||||||||||||||||||||||||||
| | | 6/9/2021 | | | | | 8,839 | | | | | 5,298(2) | | | | | 60.96 | | | | | 6/9/2031 | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||
| | | 7/2/2020 | | | | | 30,814 | | | | | 4,686(2) | | | | | 52.37 | | | | | 7/2/2030 | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||
| | | 7/1/2020 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 3,750(3) | | | | | 126,525 | | |
| | | | Option Awards | | | Stock Awards | | | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||
| Name | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise(1) ($) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting(1) ($) | | Name | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise(1) ($) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting(1) ($) | | ||||||||||||||||||||||||||||||||
| David Stack | | | | 100,000 | | | | | 5,359,075 | | | | | 31,469 | | | | | 1,957,057 | | | David Stack | | | | — | | | | | — | | | | | 24,075 | | | | | 934,470 | | | ||||||||
| Charles A. Reinhart, III | | | | — | | | | | — | | | | | 7,687 | | | | | 478,055 | | | Charles A. Reinhart, III | | | | — | | | | | — | | | | | 7,738 | | | | | 300,350 | | | ||||||||
| Max Reinhardt | | | | — | | | | | — | | | | | 3,500 | | | | | 217,665 | | | Kristen Williams | | | | — | | | | | — | | | | | 9,125 | | | | | 354,187 | | | ||||||||
| Roy Winston | | | | 23,750 | | | | | 575,837 | | | | | 7,212 | | | | | 448,514 | | | Daryl Gaugler | | | | 2,500 | | | | | 12,700 | | | | | 6,725 | | | | | 261,031 | | | ||||||||
| Jonathan Slonin | | | | — | | | | | — | | | | | 3,750 | | | | | 224,925 | | | Jonathan Slonin | | | | — | | | | | — | | | | | 8,889 | | | | | 346,214 | | |
| Name | | Aggregate Balance at December 31, 2020 ($) | | Executive Contributions(1) ($) | | Registrant Contributions(2) ($) | | Aggregate Earnings(2)(3) ($) | | Aggregate Withdrawals/ Distributions ($) | | Aggregate Balance at December 31, 2021 ($) | | Name | | Aggregate Balance at December 31, 2022 ($) | | Executive Contributions(1) ($) | | Registrant Contributions(2) ($) | | Aggregate Earnings(2)(3) ($) | | Aggregate Withdrawals/ Distributions ($) | | Aggregate Balance at December 31, 2023 ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||
| David Stack | | | | 54,979 | | | | | 73,328 | | | | | 36,744 | | | | | 14,265 | | | | | — | | | | | 179,316 | | | David Stack | | | | 338,072 | | | | | 65,897 | | | | | 61,514 | | | | | 69,527 | | | | | — | | | | | 535,010 | | | ||||||||||||
| Charles A. Reinhart, III | | | | 44,041 | | | | | 75,191 | | | | | 15,756 | | | | | 7,498 | | | | | — | | | | | 142,486 | | | Charles A. Reinhart, III | | | | 187,996 | | | | | 53,534 | | | | | 17,334 | | | | | 31,294 | | | | | — | | | | | 290,158 | | | ||||||||||||
| Max Reinhardt | | | | — | | | | | 67,785 | | | | | 21,172 | | | | | 6,373 | | | | | — | | | | | 95,330 | | | Kristen Williams | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||
| Roy Winston | | | | 106,269 | | | | | 388,942 | | | | | 19,000 | | | | | 95,144 | | | | | — | | | | | 609,355 | | | Daryl Gaugler | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||
| Jonathan Slonin | | | | 23,877 | | | | | 20,410 | | | | | 9,589 | | | | | 3,985 | | | | | — | | | | | 57,861 | | | Jonathan Slonin | | | | 86,847 | | | | | 26,428 | | | | | 17,281 | | | | | 26,180 | | | | | — | | | | | 156,736 | | |
| I. INVOLUNTARY TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON | | I. INVOLUNTARY TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON | | ||||||||||||||||||||||||||||||||||||||||||||||||
| Name | | Severance ($) | | Health Benefits ($) | | Acceleration of Equity Awards(1) ($) | | Total ($) | | Name | | Severance ($) | | Health Benefits ($) | | Acceleration of Equity Awards(1) ($) | | Total ($) | | ||||||||||||||||||||||||||||||||
| David Stack | | | | 883,600 | | | | | 11,525 | | | | | 3,467,833 | | | | | | 4,362,958 | | | David Stack | | | | 942,000 | | | | | 14,518 | | | | | 888,205 | | | | | 1,844,723 | | | |||||||
| Charles A. Reinhart, III | | | | 345,300 | | | | | 15,168 | | | | | 658,973 | | | | | | 1,019,441 | | | Charles A. Reinhart, III | | | | 365,175 | | | | | 14,518 | | | | | 299,881 | | | | | 679,574 | | | |||||||
| Max Reinhardt | | | | 413,325 | | | | | 20,869 | | | | | 1,059,198 | | | | | | 1,493,392 | | | Kristen Williams | | | | 376,500 | | | | | 11,600 | | | | | 353,021 | | | | | 741,121 | | | |||||||
| Roy Winston | | | | 386,250 | | | | | 12,335 | | | | | 923,613 | | | | | | 1,322,198 | | | Daryl Gaugler | | | | 376,500 | | | | | 20,345 | | | | | 311,251 | | | | | 708,096 | | | |||||||
| Jonathan Slonin | | | | 337,500 | | | | | 20,557 | | | | | 440,779 | | | | | | 798,836 | | | Jonathan Slonin | | | | 401,250 | | | | | 20,345 | | | | | 392,294 | | | | | 813,889 | | |
| II. INVOLUNTARY TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON IN CONNECTION WITH A CHANGE OF CONTROL | | II. INVOLUNTARY TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON IN CONNECTION WITH A CHANGE OF CONTROL | | ||||||||||||||||||||||||||||||||||||||||||||||||
| Name | | Severance ($) | | Health Benefits ($) | | Acceleration of Equity Awards(1) ($) | | Total ($) | | Name | | Severance ($) | | Health Benefits ($) | | Acceleration of Equity Awards(1) ($) | | Total ($) | | ||||||||||||||||||||||||||||||||
| David Stack | | | | 2,650,800 | | | | | 11,525 | | | | | 7,215,897 | | | | | | 9,878,222 | | | David Stack | | | | 2,826,000 | | | | | 14,518 | | | | | 2,228,527 | | | | | 5,069,045 | | | |||||||
| Charles A. Reinhart, III | | | | 644,560 | | | | | 15,168 | | | | | 1,629,478 | | | | | | 2,289,206 | | | Charles A. Reinhart, III | | | | 681,660 | | | | | 14,518 | | | | | 712,318 | | | | | 1,408,496 | | | |||||||
| Max Reinhardt | | | | 826,650 | | | | | 20,869 | | | | | 2,869,449 | | | | | | 3,716,968 | | | Kristen Williams | | | | 627,500 | | | | | 11,600 | | | | | 856,152 | | | | | 1,495,252 | | | |||||||
| Roy Winston | | | | 695,250 | | | | | 12,335 | | | | | 2,267,607 | | | | | | 2,975,192 | | | Daryl Gaugler | | | | 677,700 | | | | | 20,345 | | | | | 832,534 | | | | | 1,530,579 | | | |||||||
| Jonathan Slonin | | | | 675,000 | | | | | 20,557 | | | | | 1,500,824 | | | | | | 2,196,381 | | | Jonathan Slonin | | | | 802,500 | | | | | 20,345 | | | | | 926,230 | | | | | 1,749,075 | | |
| Year | | | Summary Compensation Table Total for PEO | | | Compensation Actually Paid to PEO | | | Average Summary Compensation Total for Non- PEO NEO’s | | | Average Compensation Actually Paid to Non-PEO NEO’s | | | Value of Initial Fixed $100 Investment Based on: | | | Net Income ($ m’s)(3) | | | Adjusted EBITDA ($ m’s)(4) | | |||||||||||||||||||||||||||
| Total Shareholder Return(2) | | | Peer Group Total Shareholder Return(1)(2) | | |||||||||||||||||||||||||||||||||||||||||||||
| (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | ||||||||||||||||||||||||
| 2023 | | | | $ | 6,878,091 | | | | | $ | 4,214,558 | | | | | $ | 1,538,782 | | | | | $ | 1,138,299 | | | | | $ | 74 | | | | | $ | 91 | | | | | $ | 42.0 | | | | | $ | 214.5 | | |
| 2022 | | | | $ | 6,851,340 | | | | | $ | 887,122 | | | | | $ | 2,026,308 | | | | | $ | 910,108 | | | | | $ | 85 | | | | | $ | 90 | | | | | $ | 15.9 | | | | | $ | 212.7 | | |
| 2021 | | | | $ | 6,942,484 | | | | | $ | 5,456,804 | | | | | $ | 2,057,810 | | | | | $ | 1,806,206 | | | | | $ | 133 | | | | | $ | 140 | | | | | $ | 42.0 | | | | | $ | 204.0 | | |
| 2020 | | | | $ | 9,344,282 | | | | | $ | 13,553,554 | | | | | $ | 2,447,635 | | | | | $ | 3,526,611 | | | | | $ | 132 | | | | | $ | 126 | | | | | $ | 145.5 | | | | | $ | 112.6 | | |
| Year | | | PEO | | | Non-PEO NEOs | |
| 2023 | | | David Stack | | | Charles A. Reinhart, III; Kristen Williams; Daryl Gaugler; Jonathan Slonin | |
| 2022 | | | David Stack | | | Charles A. Reinhart, III; Kristen Williams; Daryl Gaugler; Anthony Molloy | |
| 2021 | | | David Stack | | | Charles A. Reinhart, III; Max Reinhardt; Roy Winston; Jonathan Slonin | |
| 2020 | | | David Stack | | | Charles A. Reinhart, III; Kristen Williams; Max Reinhardt; Donald Manning | |
| Item | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | ||||||||||||
| SCT Total | | | | $ | 9,344,282 | | | | | $ | 6,942,484 | | | | | $ | 6,851,340 | | | | | $ | 6,878,091 | | |
| Less: Stock and Option Award Values Reported in the SCT for the Covered Year | | | | $ | (7,753,334) | | | | | $ | (4,786,294) | | | | | $ | (5,307,430) | | | | | $ | (5,176,584) | | |
| Plus: Year-End Fair Value for Stock and Option Awards Granted in the Covered Year | | | | $ | 9,920,391 | | | | | $ | 4,184,670 | | | | | $ | 3,140,460 | | | | | $ | 4,129,002 | | |
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | | | | $ | 1,933,127 | | | | | $ | (449,125) | | | | | $ | (3,417,566) | | | | | $ | (1,033,243) | | |
| Change in Fair Value of Stock and Option Awards that Vested in the Covered Year from Prior Years | | | | $ | 109,088 | | | | | $ | (434,931) | | | | | $ | (379,682) | | | | | $ | (582,708) | | |
| Plus: Fair Value as of Vesting Date of any Awards Granted and Vested in the Same Year | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Less: Fair Value at Prior Year-End of Stock and Option Awards Forfeited During the Covered Year | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Compensation Actually Paid | | | | $ | 13,553,554 | | | | | $ | 5,456,804 | | | | | $ | 887,122 | | | | | $ | 4,214,558 | | |
| Item | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | ||||||||||||
| SCT Total | | | | $ | 2,447,635 | | | | | $ | 2,057,810 | | | | | $ | 2,026,308 | | | | | $ | 1,538,782 | | |
| Less: Stock and Option Award Values Reported in the SCT for the Covered Year | | | | $ | (1,734,857) | | | | | $ | (1,120,926) | | | | | $ | (1,291,208) | | | | | $ | (804,382) | | |
| Plus: Year-End Fair Value for Stock and Option Awards Granted in the Covered Year | | | | $ | 2,302,390 | | | | | $ | 1,029,489 | | | | | $ | 731,726 | | | | | $ | 668,953 | | |
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | | | | $ | 471,414 | | | | | $ | (101,546) | | | | | $ | (533,189) | | | | | $ | (192,610) | | |
| Change in Fair Value of Stock and Option Awards that Vested in the Covered Year from Prior Years | | | | $ | 40,029 | | | | | $ | (58,622) | | | | | $ | (23,529) | | | | | $ | (72,444) | | |
| Plus: Fair Value as of Vesting Date of any Awards Granted and Vested in the Same Year | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Less: Fair Value at Prior Year-End of Stock and Option Awards Forfeited During the Covered Year | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Compensation Actually Paid | | | | $ | 3,526,611 | | | | | $ | 1,806,206 | | | | | $ | 910,108 | | | | | $ | 1,138,299 | | |
| ![]() Most Important Financial Measures | | | | ![]() Most Important Non-Financial Measures | |
| Adjusted EBITDA | | | | Clinical Development | |
| Total Net Revenues | | | | Pipeline Development Milestones | |
| Adjusted Earnings Per Share | | | | Commercial Manufacturing Goals | |
| | | | | Pipeline Development Milestones | |
| Selection of Determination Date | | | As permitted under applicable SEC rules, we did not re-identify a median this year because there have been no significant changes in our employee population or employee compensation arrangements that we believe would have a significant impact on the pay ratio disclosure for 2023. Due to anomalous compensation characteristics of the median employee identified in 2022, we have selected a substitute employee near last year’s median who is more representative. | | |||||||||||||
| Determination of Employee Population | | | As of October 2, 2022, our employee population consisted of 708 employees working either full-time or part-time in the United States and England. | | | ![]() | | ||||||||||
| Median Employee | | | |||||||||||||||
We identified the median employee | as of October 2, 2022 by: (i) aggregating for each applicable employee: | (A) annual base salary for salaried employees (or hourly rate multiplied by estimated work schedule, for hourly employees), | (B) the target bonus for 2022, | (C) the estimated grant-date fair value of any equity awards granted during 2022, and |
| | | | Stock Ownership Information | | | | |
| Name and Address of Beneficial Owner | | Number of Shares Beneficially Owned | | Percentage Beneficially Owned | | Name and Address of Beneficial Owner | | Number of Shares Beneficially Owned | | Percentage Beneficially Owned | | ||||||||||||||||
| 5% STOCKHOLDERS | | | | | | | | | | | | 5% STOCKHOLDERS | | | | | | | | | | | | ||||
| BlackRock, Inc.(1) 55 East 52nd Street New York, New York 10055 | | | | 6,821,518 | | | | | 15.1% | | | BlackRock, Inc.(1) 50 Hudson Yards New York, New York 10001 | | | | 8,113,714 | | | | | 17.4% | | | ||||
| The Vanguard Group(2) 100 Vanguard Boulevard, Malvern, Pennsylvania 19355 | | | | 4,665,955 | | | | | 10.4% | | | The Vanguard Group(2) 100 Vanguard Boulevard, Malvern, Pennsylvania 19355 | | | | 5,098,424 | | | | | 11.0% | | | ||||
| Macquarie Group Limited(3) 50 Martin Place Sydney, New South Wales, Australia | | | | 4,205,522 | | | | | 9.3% | | |
| Name of Beneficial Owner | | Number of Shares Beneficially Owned | | Percentage Beneficially Owned | | Name of Beneficial Owner | | Number of Shares Beneficially Owned | | Percentage Beneficially Owned | | ||||||||||||||||
| DIRECTORS | | | | | | | | | | | | DIRECTORS | | | | | | | | | | | | ||||
| David Stack(4) | | | | 943,710 | | | | | 2.1% | | | Marcelo Bigal(3) | | | | 6,887 | | | | | * | | | ||||
| Laura Brege(5) | | | | 53,767 | | | | | * | | | Laura Brege(4) | | | | 78,944 | | | | | * | | | ||||
| Christopher Christie(6) | | | | 55,328 | | | | | * | | | Abraham Ceesay(5) | | | | 6,887 | | | | | * | | | ||||
| Mark Froimson(7) | | | | 34,143 | | | | | * | | | Christopher Christie(6) | | | | 90,317 | | | | | * | | | ||||
| Yvonne Greenstreet(8) | | | | 64,867 | | | | | * | | | Mark Froimson(7) | | | | 65,920 | | | | | * | | | ||||
| Paul Hastings(9) | | | | 51,332 | | | | | * | | | Paul Hastings(8) | | | | 75,996 | | | | | * | | | ||||
| Mark Kronenfeld(10) | | | | 69,517 | | | | | * | | | Mark Kronenfeld(9) | | | | 87,294 | | | | | * | | | ||||
| John Longenecker(11) | | | | 56,603 | | | | | * | | | Frank D. Lee | | | | — | | | | | * | | | ||||
| Gary Pace(12) | | | | 181,310 | | | | | * | | | Gary Pace(10) | | | | 89,749 | | | | | * | | | ||||
| Andreas Wicki(13) | | | | 451,414 | | | | | 1.0% | | | Andreas Wicki(11) | | | | 451,324 | | | | | * | | | ||||
| NAMED EXECUTIVE OFFICERS | | | | | | | | | | | | Michael Yang(12) | | | | 6,887 | | | | | * | | | ||||
| Charles A. Reinhart, III(14) | | | | 175,391 | | | | | * | | | Alethia Young(13) | | | | 6,887 | | | | | * | | | ||||
| Max Reinhardt(15) | | | | 103,236 | | | | | * | | | NAMED EXECUTIVE OFFICERS | | | | | | | | | | | | ||||
| Roy Winston(16) | | | | 140,556 | | | | | * | | | Stack, David(14) | | | | 1,450,132.302 | | | | | 3.1% | | | ||||
| Jonathan Slonin(17) | | | | 21,062 | | | | | * | | | Charles A. Reinhart, III(15) | | | | 248,532 | | | | | * | | | ||||
| ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (18 PERSONS)(18) | | | | 2,770,429 | | | | | 6.1% | | | Kristen Williams(16) | | | | 131,065 | | | | | * | | | ||||
| Daryl Gaugler(17) | | | | 98,749.584 | | | | | * | | | ||||||||||||||||
| Jonathan Slonin(18) | | | | 92,941.475 | | | | | * | | | ||||||||||||||||
| ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (17 PERSONS)(19) | | | | 2,988,512.361 | | | | | 6.4% | | |
| | | | Information about the Annual Meeting and Voting | | | | |
| ![]() ![]() When | | | | ![]() ![]() Where | | | | ![]() ![]() Record Date | |
| Tuesday, June 1:30 p.m. | | | | 10410 Science Center Drive San Diego, California 92121 | | | | April | |
| Proposal | | Board Recommendations | | For More Information, See Page | | Proposal | | Board Recommendations | | For More Information, See Page | | ||||||||||||||||
| 1 | | Election of three Class II director nominees for election to a three-year term, expiring in 2025 | | ![]() | | FOR each nominee | | 11 | | 1 | | Election of four Class I director nominees for election to a three-year term, expiring in 2027 | | ![]() | | FOR each nominee | | | |||||||||
| 2 | | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31,2022 | | ![]() | | FOR | | 32 | | 2 | | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 | | ![]() | | FOR | | | |||||||||
| 3 | | Advisory vote to approve executive compensation (“Say-on-Pay”) | | ![]() | | FOR | | 39 | | 3 | | Advisory vote to approve executive compensation (“Say-on-Pay”) | | ![]() | | FOR | | | |||||||||
| 4 | | Approval of our Amended and Restated 2014 Employee Stock Purchase Plan (the “A&R 2014 ESPP”) | | ![]() | | FOR | | 40 | | | | Transaction of any other business properly brought before the Annual Meeting | | | | | | | | ||||||||
| | | Transaction of any other business properly brought before the Annual Meeting | | | | | | | |
| ![]() Stockholder of Record | | | | ![]() Beneficial Owners of Shares Held in Street Name | |
| If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are considered a “stockholder of record” of those shares. In this case, the Notice has been sent to you directly by us. | | | | If your shares are held in a brokerage account or by a bank, trust or other nominee or custodian, then you are considered the beneficial owner of those shares, which are held in “street name.” In this case, the Notice has been forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to instruct that organization as to how to vote the shares held in your account. | |
| | | | ![]() ![]() Internet | | | ![]() ![]() Telephone | | | ![]() ![]() Mobile Device | | | ![]() ![]() Mail | | | ![]() ![]() At the Annual Meeting | | |||
| REGISTERED HOLDERS | | | www.proxyvote.com | | | Within the United States and Canada, 1-800-690-6903 (toll-free) | | | Scan the QR code ![]() ![]() | | | Return a properly executed proxy card | | | | ||||
| BENEFICIAL OWNERS (HOLDERS IN STREET NAME) | | | www.proxyvote.com | | | Within the United States and Canada, 1-800-454-8683 (toll-free) | | | Scan the QR code ![]() ![]() | | | Return a properly executed voting instruction form by mail, depending upon the method(s) your broker, bank, trustee, or other nominee makes available | | | | ||||
| DEADLINE | | | 11:59 p.m. Eastern Time on June 10, 2024, if you are a registered holder | | | If you are a beneficial owner, please refer to the information provided by your broker, bank, or other nominee | |
| ![]() Stockholder of Record | | | | ![]() Beneficial Owners of Shares Held in Street Name | |
| If you are a stockholder of record and the Notice was sent to you directly by us, you can vote your shares over the Internet or telephone by following the instructions on the Notice or, if you requested printed copies of our proxy materials, by Internet or telephone following the instructions on the printed proxy card you received or by mail by marking, signing, dating and mailing the printed proxy card you received in the postage-paid envelope provided. Your designation of a proxy is revocable by following the procedures outlined in this proxy statement. The method by which you vote will not limit your right to vote If you receive hard copy materials and sign and return your proxy card without specifying choices, your shares will be voted as recommended by our board. Telephone and Internet voting prior to the Annual Meeting for stockholders of record will be available up until 11:59 p.m. Eastern Time on June 10, 2024 and mailed proxy cards must be received prior to the start of the Annual Meeting in order to be counted at the Annual Meeting. If the Annual Meeting is adjourned or postponed, these deadlines may be extended. | | | | If you hold your shares through a broker, bank, trust or other nominee or custodian in “street name,” and the Notice was forwarded to you by your broker, bank, trustee or other nominee or custodian, you need to submit voting instructions to your broker, bank, trustee or other nominee or custodian in order to cast your vote. You may mark, sign, date and mail the accompanying voting instruction form in the postage-paid envelope provided. Your vote is revocable by following the procedures outlined in this proxy statement. Shares for which you are the beneficial owner but not the stockholder of record may be voted electronically |
during the Annual Meeting. If you wish to attend the Annual Meeting and vote The voting deadlines and availability of telephone and Internet voting for beneficial owners of shares held in “street name” will depend on the voting processes of the organization that holds your shares. Therefore, we urge you to carefully review and follow the voting instructions card and any other materials that you receive from that | |
| Proposal | | | Vote Requirement | | | Effect of Abstentions and Broker Non-Votes | | |||
| 1 | | | Election of Directors | | | To be elected, director nominees must receive a plurality of the votes cast (the | | | No effect | |
| 2 | | | Ratification of Appointment of Auditor | | | The affirmative vote of the holders of shares of stock having a majority in voting power of the votes cast by the holders of all of the shares of | | | No effect | |
| 3 | | | Say-on-Pay | | | The affirmative vote of the holders of shares of stock having a majority in voting power of the votes cast by the holders of all of the shares of | ||||
| | No effect | |
| ![]() Stockholder of Record | | | | ![]() Beneficial Owners of Shares Held in Street Name | |
| If you are a stockholder of record, you may revoke your proxy before the vote is taken at the Annual Meeting by: • submitting a new proxy with a later date before the applicable deadline either signed and returned by mail or transmitted using the telephone or Internet voting procedures described in the • by • by filing a written revocation with our Secretary. | | | | If your shares are held in “street name,” you may submit new voting instructions by contacting your broker or other organization holding your account. You may also vote Whether you are a stockholder of record or a beneficial owner of shares held in street name, your attendance at the Annual Meeting will not automatically revoke your proxy. | |
| | | | Additional Information | | | | |
| | ![]() ![]() | | | Pacira BioSciences, Inc. 300Attention: Secretary 5 Sylvan Way Suite Parsippany, New Jersey 07054 United States | | |
| | ![]() ![]() | | | (813) 553-6680 | | |
| | ![]() ![]() | | | Pacira BioSciences, Inc. 300Attention: Secretary 5 Sylvan Way Suite Parsippany, New Jersey 07054 United States | | |
| ![]() ![]() | | | By Order of the Board of Directors, ![]() Chief Administrative Officer and Secretary Tampa, Florida April 22, | |
| | |||||||||||||||||
| ![]() ![]() | | | HELP US REDUCE OUR ENVIRONMENTAL IMPACT | | | | HOW TO ENROLL | | |||||||||
| We encourage our stockholders to voluntarily elect to receive future proxy and annual report materials electronically to help contribute to our sustainability efforts. The benefits include: • you receive immediate and convenient access to the materials • you can help reduce our impact on the environment • you can help reduce our printing and mailing costs | | | | Stockholders of Record | | ||||||||||||
| ![]() ![]() | | | INTERNET | | | www.proxyvote.com | | ||||||||||
| ![]() ![]() | | | MOBILE DEVICE | | | Scan the QR code | | | ![]() ![]() | | |||||||
| ![]() ![]() | | | TELEPHONE | | | 1-800-579-1639 | | ||||||||||
| ![]() ![]() | | | | | Send a blank email with your control number in the subject line to: | | |||||||||||
| | | | | | | sendmaterial@proxyvote.com | | ||||||||||
| Beneficial Owners | | ||||||||||||||||
| ![]() ![]() | | | CONTACT | | | Contact your bank, broker, or other nominee | | ||||||||||
| | | | | | | | | | | | | | | | | | |
| |
| | | | Appendix A | | | | |
| RECONCILIATION OF U.S. GAAP NET INCOME TO ADJUSTED EBITDA (in Thousands) (Unaudited) | | | 2023 | | |||
| GAAP Net Income | | | | $ | 41,955 | | |
| Interest Income | | | | | (11,444) | | |
| Interest Expense(1) | | | | | 20,306 | | |
| Income Tax Expense | | | | | 19,746 | | |
| Depreciation Expense | | | | | 18,286 | | |
| Amortization of Acquired Intangible Assets | | | | | 57,288 | | |
| EBITDA | | | | | 146,137 | | |
| Other Adjustments: | | | | | | | |
| Contingent Consideration Gains, Acquisition-Related Charges, and Other: | | | | | | | |
| Acquisition-Related Fees and Expenses | | | | | 1,963 | | |
| Changes in the Fair Value of Contingent Consideration | | | | | (3,424) | | |
| Restructuring Charges | | | | | 1,109 | | |
| Stock-Based Compensation | | | | | 47,895 | | |
| Step-up of Acquired Inventory to Fair Value | | | | | 3,884 | | |
| Loss on Early Extinguishment of Debt | | | | | 16,926 | | |
| Adjusted EBITDA | | | | $ | 214,490 | | |