DEF 14A of Pacira BioSciences, Inc., Apr 22, 2024

DEF 14A of Pacira BioSciences, Inc.

Filed Apr 22, 2024 · FY20230001104659-24-049997

Open on EDGAR

  1. Building Shareholder Value

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

  2. Nominees for Election

    Nominees for Election

  3. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS

    CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS Biographical information for our directors who were nominated by the board upon the recommendation of our Nominating, Governance and Sustainability committee for re-election at the Annual Meeting is set forth below.

  4. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS

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

  5. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS

    | 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 |

  6. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS

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

  7. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS

    | 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 |

  8. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS

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

  9. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS

    | 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 |

  10. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS

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

  11. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS

    | 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 |

  12. Directors Continuing in Office

    Directors Continuing in Office Biographical information for our directors continuing in office is set forth below.

  13. CLASS II DIRECTORS, WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    CLASS II DIRECTORS, WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

  14. CLASS II DIRECTORS, WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

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

  15. CLASS II DIRECTORS, WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | 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 |

  16. CLASS II DIRECTORS, WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | 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 |

  17. CLASS II DIRECTORS, WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | 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 |

  18. CLASS II DIRECTORS, WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

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

  19. CLASS II DIRECTORS, WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | 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 |

  20. CLASS II DIRECTORS, WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

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

  21. CLASS II DIRECTORS, WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | 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 |

  22. CLASS III DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    CLASS III DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

  23. CLASS III DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

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

  24. CLASS III DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | 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 |

  25. CLASS III DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

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

  26. CLASS III DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | 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 |

  27. CLASS III DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

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

  28. CLASS III DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | 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 |

  29. CLASS III DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    Mr. Lee is a new director nominee for Bausch Health (NYSE: BHC). Bausch Health’s annual meeting of stockholders is scheduled for May 14, 2024.

  30. CLASS III DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

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

  31. CLASS III DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | 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 |

  32. Director Compensation

    Director Compensation

  33. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Our board, upon recommendation of our independent compensation consultant, sets our non-employee director compensation policy with respect to the initial and annual equity grants. In the second quarter of 2023, the Compensation Committee reviewed competitive market data derived from our peers presented by our independent compensation consultant. Based on an assessment of that data, the board, upon a recommendation from the Compensation Committee, approved changes to board compensation to align our practices with the competitive market, which only consisted of an incremental $5,000 retainer for the Lead Director, effective July 1, 2023. Our board compensation policy provides for the following compensation to our non-employee directors:

  34. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    | | 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 | | |

  35. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    (1) All cash retainers are paid in advance in quarterly installments, subject to the director’s continued service on the board. The cash retainers are prorated if necessary. Non-employee directors are also reimbursed for reasonable travel and other expenses in connection with attending board and committee meetings. (2) The stock options and RSUs vest one year from the grant date, subject to the director’s continued service with our Company. Each RSU entitles the director to one share of our common stock. In the event of a change of control or our liquidation or dissolution, 100% of the then unvested stock options and RSUs will immediately vest. Of the $275,000 annual target value, stock options consist of 75% ($206,250) and RSUs consist of 25% ($68,750). The stock options vest monthly over a three-year period, subject to the director’s continued service on the board.

  36. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table sets forth a summary of the compensation earned by our non-employee directors for the year ended December 31, 2023. Dr. Andreas Wicki, a non-employee director, elected not to receive any compensation for his service on our board. In addition, we did not compensate Mr. Stack, our former chief executive officer and chairman, for his service on our board.

  37. DIRECTOR COMPENSATION TABLE

    | 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 |

  38. DIRECTOR COMPENSATION TABLE

    (1) Represents the grant date fair value of stock option and RSU awards granted in 2023 computed in accordance with stock-based accounting rules (Financial Standards Accounting Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation). For information regarding assumptions underlying the valuation of equity awards, see Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. Our directors will only realize compensation to the extent that: (i) the fair value of our common stock is greater than the exercise price of such stock options and/or (ii) any of their RSUs vest. The option grants referenced above vest as to 100% of the option shares on the first anniversary of the grant date, provided that the director remains in continuous service with the Company at the vesting date. The RSU grants referenced above vest as to 100% of the RSU shares on June 3, 2024, provided that the director remains in continuous service with the Company at the vesting date. (2) Effective March 31, 2023, Dr. Yvonne Greenstreet retired from our board after nine years of service. The fees paid in cash represent a proration based on the time she served on the board during 2023. Dr. Greenstreet was not granted any stock options or RSUs in 2023, and a modification of previously-granted stock options to expire in the future did not result in any incremental fair value pursuant to FASB ASC Topic 718. (3) The aggregate number of stock option and RSU awards outstanding for each of our non-employee directors as of December 31, 2023, is as follows:

  39. DIRECTOR COMPENSATION TABLE

    | 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 | ― |

  40. DIRECTOR COMPENSATION TABLE

    (a) Effective March 31, 2023, Dr. Greenstreet retired from our board after nine years of service.

  41. Report of the Audit Committee

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

  42. Report of the Audit Committee

    Mr. Lee is a new director nominee for Bausch Health (NYSE: BHC). Bausch Health’s annual meeting of stockholders is scheduled for May 14, 2024.

  43. Compensation Discussion and Analysis

    | 61 | Base Salaries | | 61 | Annual Incentive Bonuses | | 62 | 2023 Cash LTIP Targets and Earned Awards | | 65 | Equity Incentive Awards | | 66 | VI. Other Compensation Policies and Practices | | 66 | Other Employment Benefits | | 66 | Severance and Change of Control Arrangements | | 67 | Clawback Policy • NEW • | | 67 | Anti-Hedging and Anti-Pledging Policy | | 67 | Tax Considerations | | 68 | Accounting Considerations |

  44. EXECUTIVE SUMMARY

    | | | Element | Purpose | | FIXED | 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. | | VARIABLE | | ANNUAL CASH INCENTIVE | • To motivate and reward the achievement of our annual goals. | | | Long- Term | CASH LTIP | • To motivate and reward the achievement of our annual goals in key metrics that are aligned with shareholder value creation and to promote the long-term retention of our executives and key management personnel. | | | | 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. |

  45. Annual Incentive Bonuses

    Annual Incentive Bonuses The Compensation Committee believes that annual incentive bonuses that are awarded to our named executive officers based on Company and individual performance goals provide our named executive officers additional incentive to outperform our financial goals, increase stockholder value and ensure that we attract and retain talented named executive officers. Each year, the Compensation Committee establishes a target annual incentive award for each named executive officer expressed as a percentage of the executive’s base salary, based on results of Aon’s comparative assessment regarding annual incentive award targets for comparable positions at peer companies, the estimated contribution and responsibility of the individual named executive officer and market practices. These annual incentive bonuses are short-term and variable in nature and are separate from amounts earned under the cash LTIP, as discussed below. In 2023, the Compensation Committee approved the Company’s annual incentive bonuses at 90% of target based on the factors discussed in the section titled “Annual Incentive Bonuses” on page 61.

  46. Equity Grants

    Equity Grants In 2023, the Compensation Committee granted our chief executive officer an approximate equity mix of 75% stock options and 25% RSUs and our other named executive officers an approximate equity mix of 50% stock options and 50% RSUs to help manage burn rate considerations, yet maintain and incentivize a focus on shareholder value creation. The grant date fair value of equity grants is based on a Black-Scholes valuation model with respect to stock options and on our closing stock price on the date of grant with respect to RSUs, and reflects the Compensation Committee’s attempt to further incent and align the long-term interests of our executives with those of our stockholders, while providing a strong retention tool. The following charts illustrate the vesting schedules of stock options and RSUs granted to our named executive officers in 2023:

  47. Cash Long-Term Incentive Plan

    Cash Long-Term Incentive Plan The cash LTIP is intended to: • motivate and reward participants to drive shareholder value by achieving certain performance goals; and • further enhance retention and was implemented based on feedback we received from shareholders. Unlike the annual cash incentive bonus opportunity which is short-term in nature and is not based solely on financial metrics and a TSR multiplier (which further aligns executives’ interests with those of shareholders), the cash LTIP provides cash awards to participants based on the achievement of certain performance goals during each applicable performance period (January 1 through December 31 of each calendar year), with the potential award amount ranging from 0% to 225% of the target cash award. There is also a retention element—if the performance goals are achieved, the cash LTIP awards will then vest in full only after a three-year vesting period, subject to the participant’s continued employment (except in the case of death or disability during the vesting period, or unless otherwise approved by the board or the Compensation Committee). No executive officer earned a cash LTIP payment in 2023 as the Company did not meet the threshold level of performance for either equally-weighted financial metric.

  48. EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES

    | | | | | | 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 |

  49. ROLE OF COMPENSATION COMMITTEE, MANAGEMENT AND COMPENSATION CONSULTANT

    ROLE OF COMPENSATION COMMITTEE, MANAGEMENT AND COMPENSATION CONSULTANT Our Compensation Committee makes all compensation decisions regarding our named executive officers. Our Compensation Committee is charged with, among other things, the responsibility of reviewing our named executive officer compensation policies and practices to ensure adherence to our compensation philosophy and objectives and that the total compensation paid to our named executive officers is consistent with our performance and is fair, reasonable, and competitive with other companies within our industry. Our chief executive officer annually reviews the performance of each of our named executive officers, other than himself, and, based on these reviews, makes recommendations to our Compensation Committee regarding salary adjustments, annual incentive bonus payments, cash LTIP awards, and equity incentive awards for such named executive officers. The Compensation Committee believes it is valuable to consider the recommendations of our chief executive officer with respect to these matters because, given his knowledge of our operations and the day-to-day responsibilities of our named executive officers, he is in a unique position to provide the Compensation Committee with perspective into the performance of our executive officers in light of our business at a given point in time. While the Compensation Committee considers the chief executive officer’s reviews and recommendations, the Compensation Committee decides the compensation of our named executive officers and also considers, among other things, company and individual performance, peer group data, and recommendations from Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), the Compensation Committee’s independent compensation consultant, as further described below. As part of the 2023 compensation process, our Compensation Committee retained Aon as its independent compensation consultant. Aon has served in this capacity since 2011. Aon provided advisory services with respect to executive and equity compensation and a competitive assessment of compensation for non-executives and sales personnel, in each case, as directed by the Compensation Committee. Aon provides additional services to management in the areas of non-executive compensation (including deferred compensation), with all activities being reviewed and approved by the Compensation Committee or its chair before any services are provided. Prior to engaging Aon, our Compensation Committee considered the independence of Aon in accordance with the terms of the Compensation Committee’s charter and applicable regulations mandated by Nasdaq and the SEC. For 2023, in determining the independence of Aon, the Compensation Committee considered independence in light of the independence factors set forth in the SEC rules and Nasdaq listing standards. In total, fees paid to Aon during 2023 for services not related to Aon’s work with the Compensation Committee, such as commercial risk brokerage, were approximately $264,332. Fees paid to Aon during 2023 for services related to recommending the amount and form of executive and director compensation were approximately $328,880.The decision to engage Aon for these other services was made by management, and the Compensation Committee approved such other services of Aon. After conducting this assessment, our Compensation Committee did not identify any conflicts of interest with respect to Aon and concluded that Aon was independent. The Compensation Committee took the results of Aon’s comparative analyses of our peer group (as described below), as well as the considerations provided by Aon with respect to components and levels of compensation for our named executive officers, under advisement and as a reference point in determining competitive market practice in our industry. The Compensation Committee considered the assessment of peer group market compensation, historical compensation levels, subjective assessments of individual performance and value to the Company and other subjective factors in establishing and approving the various elements of our executive compensation program for 2023.

  50. IV. PEER GROUP

    IV. PEER GROUP For 2023, our Compensation Committee identified certain peer group data with the assistance of Aon. Our peer companies are selected from publicly- traded pharmaceutical and biotechnology companies based in the U.S. and then further refined to more closely align with us based on: revenue, • market capitalization, and • employee headcount. The Compensation Committee also takes into consideration: • stage of development, • growth in revenue, and • stock price At the time the 2023 peer group was approved by the Compensation Committee in September 2022 based on analysis and recommendations from Aon, our market capitalization was positioned at approximately the 38th percentile of our peer group, and our projected 2022 year-ending revenues was positioned at approximately the 69th percentile of our peer group. The Compensation Committee believes that the companies selected to our peer group are broadly comparable to us and represent our labor market for talent for key leadership positions. Our Compensation Committee annually reviews our peer group with Aon to determine if adjustments are necessary to ensure that it continues to be relevant or if additional peer companies or groups are necessary to provide appropriate information on market practices and compensation levels. Our peer group for 2023 compensation purposes was as follows:

  51. IV. PEER GROUP

    | • ACADIA Pharmaceuticals, Inc. | • Emergent BioSolutions, Inc. | • PTC Therapeutics, Inc. | | • Alkermes plc | • Exelixis, Inc. | • Sarepta Therapeutics, Inc. | | • Amicus Therapeutics, Inc. | • Halozyme Therapeutics, Inc. | • Supernus Pharmaceuticals, Inc. | | • Blueprint Medicines Corporation | • Ionis Pharmaceuticals, Inc. | • Travere Therapeutics, Inc. | | • CareDx, Inc. | • Ironwood Pharmaceuticals, Inc. | • Ultragenyx Pharmaceutical, Inc. | | • Corcept Therapeutics, Inc. | • Natera, Inc. | • United Therapeutics Corporation | | • Dynavax Technologies Corporation | • Organogenesis Holdings, Inc. | |

  52. IV. PEER GROUP

    Company added to peer group for 2023 For 2023, the Compensation Committee removed Agios Pharmaceuticals, Inc., Coherus BioSciences, Inc. and Collegium Pharmaceutical, Inc. due to their revenues or market capitalization now falling significantly outside the peer group criteria, and added Dynavax Technologies Corporation, Natera, Inc., and Sarepta Therapeutics, Inc. due to being aligned to most or all the peer criteria and being potential executive talent competitors. V.

  53. Annual Incentive Bonuses

    Annual Incentive Bonuses The Compensation Committee believes that annual incentive bonuses that are awarded to our named executive officers based on Company and individual performance goals provide our named executive officers additional incentive to outperform our financial goals, increase stockholder value and ensure that we attract and retain talented named executive officers. Each year, the Compensation Committee establishes a target annual incentive award for each named executive officer expressed as a percentage of the executive’s base salary, based on results of Aon’s comparative assessment regarding annual incentive award targets for comparable positions at peer companies, the estimated contribution and responsibility of the individual named executive officer and market practices. These annual incentive bonuses are short-term and variable in nature and are separate from amounts earned under the cash LTIP, as discussed below.

  54. 2023 ANNUAL INCENTIVE BONUS TARGETS AND PAYOUTS

    2023 ANNUAL INCENTIVE BONUS TARGETS AND PAYOUTS For 2023, the targets for our named executive officers and actual payouts were as follows:

  55. 2023 ANNUAL INCENTIVE BONUS TARGETS AND PAYOUTS

    | | 2023 Annual Incentive Bonus (as a Percentage of Base Salary) | | | Named Executive Officer | Target | Actual Payment(1) | | David Stack | 85% | 76.5% | | Charles A. Reinhart, III | 50% | 45.0% | | Kristen Williams | 50% | 45.0% | | Daryl Gaugler | 50% | 45.0% | | Jonathan Slonin | 50% | 41.2%(2) |

  56. 2023 ANNUAL INCENTIVE BONUS TARGETS AND PAYOUTS

    (1) The corresponding amounts earned for the 2023 Annual Incentive Bonus are included in the “Bonus” column of the Summary Compensation Table, which can be found on page 70. Dr. Slonin was promoted to Chief Medical Officer in December 2023 and, as a result, his 2023 bonus was prorated based on his partial year service as Chief Clinical Officer prior to that time. Our Compensation Committee assesses the achievement of corporate and individual goals and performance at the end of each fiscal year to determine, on a discretionary basis, the appropriate bonus for each named executive officer. In addition to financial goals, other factors considered in determining performance include corporate goals related to manufacturing, clinical, regulatory, marketing, and business development, among others. The 2023 annual incentive bonus was paid at 90% of target, which reflects the Company’s 2023 operational and financial performance. The Compensation Committee approved the Company’s annual incentive bonuses at 90% of target for all named executive officers, reflecting the fact that we: • experienced net income and diluted earnings per share growth • received FDA approval of our sNDA to expand the EXPAREL label to include administration in adults as an adductor canal block and a sciatic nerve block in the popliteal fossa; • obtained two new Orange Book-listed patents for EXPAREL; • retired our term loan B debt facility with a new term loan A debt facility featuring a significantly lower interest rate that saved over $16 million in interest expense in 2023; • submitted an sNDA in October 2023, ultimately approved by the FDA in February 2024, for our 200-liter EXPAREL manufacturing suite at our Science Center Campus in San Diego, California; • progressed the development of PCRX-201 (enekinragene inzadenovec), our novel, intra-articular helper-dependent adenovirus (HDAd) gene therapy product candidate that codes for interleukin-1 receptor antagonist (IL-1Ra), for the treatment of osteoarthritis of the knee which led to receiving a Regenerative Medicine Advanced Therapy (RMAT) designation from the FDA; and • opened our second Innovation and Training Center. Despite the multiple accomplishments described above, the Company’s net product sales growth fell short of internal targets, and as a result, the Compensation Committee reduced the payout under the annual incentive bonus plan.

  57. Special Bonuses

    Special Bonuses The Compensation Committee also has the authority to award discretionary cash bonuses to our executive officers in the event of extraordinary short-term efforts and achievements, retention, or other recognition purposes. No such bonuses were awarded to any of our executive officers in 2023.

  58. 2023 Cash LTIP Targets and Earned Awards

    2023 Cash LTIP Targets and Earned Awards The purpose of the cash LTIP is to provide select employees of the Company and its subsidiaries (including our CEO and named executive officers) the opportunity to receive long-term cash incentive awards. The cash LTIP is intended to: (i) motivate and reward participants for increasing stockholder value by achieving certain objective, pre-determined performance goals, including relative total shareholder return (“TSR”); and (ii) enhance executive retention in a highly competitive talent market. The Compensation Committee believes that an annual cash incentive plan that offers significant awards to our named executive officers for meeting or exceeding Company performance goals provides our named executive officers additional incentive to meet or exceed our strategic Company goals and ensures that we attract and retain talented named executive officers. Notably, the cash LTIP differs from the annual incentive bonus opportunity in that the metrics are objective, the relative TSR feature further aligns our executives with shareholders, and there is an added retention element (an additional three-year vesting period after the performance year) that does not exist with the annual incentive bonus opportunity. The annual incentive bonus opportunity also features discretionary aspects, including other corporate and individual goals which are both qualitative and quantitative in nature. Further, unlike the annual incentive bonus opportunity, individual performance in a given year does not factor into the cash LTIP results. The cash LTIP provides cash awards to participants based on the achievement of certain Company performance goals during each applicable performance period from January 1 through December 31 of each calendar year, with the potential award amount ranging from 0% to 225% of the target cash award. The two financial metrics of net revenue and adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) are intended to drive topline growth and increased profitability, respectively. The result is then multiplied by a relative TSR modifier, as further explained below. If the performance goals are achieved, the cash LTIP awards will vest in full after a three-year vesting period, subject to the participant’s continued employment, except in the case of death or disability during the vesting period, or unless otherwise approved by the board or the Compensation Committee. Payment of any earned awards will occur within 60 days following the end of the three-year vesting period. Awards earned under the cash LTIP are separate from those earned under our annual incentive bonus program. For 2023, the cash LTIP targets for our named executive officers were as follows:

  59. 2023 Cash LTIP Targets and Earned Awards

    | Named Executive Officer | 2023 Cash LTIP Target (as a Percentage of Base Salary) | | David Stack | 85% | | Charles A. Reinhart, III | 50% | | Kristen Williams | 50% | | Daryl Gaugler | 50% | | Jonathan Slonin | 50% |

  60. 2023 Cash LTIP Targets and Earned Awards

    The cash LTIP performance metrics for the 2023 performance year were as follows(1):

  61. 2023 Cash LTIP Targets and Earned Awards

    | 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 | | Net revenue (2) | | 50% | 95% of Target $721.1m | 100% of Target $759.0m | 105% of Target $797.0m | 88.1% of Target $668.9m | | Adjusted EBITDA (3) | | 50% | 90% of Target $273.6.0m | 100% of Target $304.0m | 110% of Target $334.4m | 70.4% of Target $214.0m |

  62. 2023 Cash LTIP Targets and Earned Awards

    (1) The 2023 cash LTIP targets exclude $0.5 million of adjustments related to net revenues and cost of goods sold for sales to our third-party partner for our liposome bupivacaine injectable suspension in veterinary use because we do not have any control over the timing or quantities of the third-parties’ sales or order patterns, and also excludes the accounting cost of the cash LTIP itself. These items are not intended to positively impact the net revenue metric nor adversely impact the adjusted EBITDA metric. Additionally, the figures reported here will not be comparable with our consolidated financial results as reported in our latest Annual Report on Form 10-K, filed with the SEC on February 29, 2024 or in this proxy statement, including “Appendix A—Reconciliation of U.S. GAAP Net Income to Adjusted EBITDA”. (2) Net revenue includes all gross revenues less product returns, allowances, prompt payment discounts, wholesaler service fees, volume rebates, chargebacks, and similar items of variable consideration, as applicable. (3) Adjusted EBITDA includes GAAP to non-GAAP adjustments that reflect how the Company’s management analyzes its financial results. The adjusted EBITDA figures presented here are unlikely to be comparable with adjusted EBITDA disclosures released by other companies. In 2023, adjusted EBITDA included adjustments to GAAP net income by adding back interest expense, income tax expense, depreciation expense, amortization of acquired intangible assets, acquisition-related charges, restructuring charges, stock-based compensation, the step-up of acquired inventory to fair value, and a loss on the early extinguishment of debt and by subtracting interest income and changes in the fair value of contingent consideration. For a reconciliation of GAAP net income to adjusted EBITDA, see “Appendix A—Reconciliation of U.S. GAAP Net Income to Adjusted EBITDA” on page A-1. Note: Performance and payouts in between levels is calculated on a straight-line basis. The performance against the two cash LTIP performance metrics is equally weighted to determine the potential award, which is then subject to the application of the TSR payout modifier. The relative TSR modifier based on the Company’s level of achievement against the companies comprising the S&P Pharmaceuticals Select Industry Index is applied to the earned payout resulting from the achievement of the performance metrics as follows:

  63. 2023 Cash LTIP Targets and Earned Awards

    | Percentile Ranking | ≤ 50th | 55th | 60th | 65th | 70th | ≥ 75th | Actual 46.0th | | Payout modifier | 100% | 110% | 120% | 130% | 140% | 150% | 100% |

  64. 2023 Cash LTIP Targets and Earned Awards

    Note: Performance and payouts in between levels is calculated on a straight-line basis. For the 2023 cash LTIP performance period, the Compensation Committee certified a total payout of 0%(1) of target. The achievement levels and associated payouts are shown in the table and graphs below:

  65. 2023 Cash LTIP Targets and Earned Awards

    | Performance Metric or TSR | Performance Level | Result | Payout Achieved | | Net revenue | 88.1% | $668.9 million | 0% | | Adjusted EBITDA | 70.4% | $214.0 million | 0% | | Relative TSR | 46.0th Percentile | 46.0th Percentile | 100% |

  66. 2023 Cash LTIP Targets and Earned Awards

    (1) The average of the payout achieved from each equally weighted performance metric of net revenue and adjusted EBITDA is 0%, and multiplying by the TSR payout modifier of 100% yields the 0% earned payout percentage. For the 2023 cash LTIP performance period, the named executive officers did not earn any payout.

  67. 2023 Cash LTIP Targets and Earned Awards

    | 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. |

  68. Equity Incentive Awards

    Equity Incentive Awards We believe that our long-term performance is enhanced through equity awards to our named executive officers. Equity awards:

  69. Equity Incentive Awards

    | 1. | 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. | | 2. | 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. | | 3. | align the long-term interests of our named executive officers with those of our stockholders. | | 4. | further our goal of executive retention. |

  70. Equity Incentive Awards

    All equity incentive awards granted to our named executive officers are approved by our Compensation Committee. Equity incentive awards to our named executive officers are made in the form of stock options with exercise prices equal to the closing market price of our common stock on the date of grant and time-vesting RSUs. In June 2023, the Compensation Committee granted both stock options and RSU awards to our named executive officers in line with the philosophy of targeting the 50th percentile of our peer group (with the ability to go up to the 75th percentile based on performance) with an approximate mix of 75% options and 25% RSU awards to our chief executive officer and 50% options and 50% RSU awards to our other named executive officers, which vest over a four-year period. The Compensation Committee believes that the combination of stock options and RSU awards provides the appropriate mix of incentive, motivation, and retention goals to our named executive officers, and helps manage our burn rate, while further aligning their interests with those of our stockholders. The Compensation Committee determined that time-based vesting of equity awards is appropriate at this time to align our executive officers’ interests with the interests of stockholders, and to promote the long-term retention of our named executive officers. The equity awards granted to our named executive officers in 2023, along with their grant date fair values, were as follows:

  71. Equity Incentive Awards

    | 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 |

  72. Equity Incentive Awards

    (1) The stock option grants have an exercise price equal to the closing price of our stock price on the grant date, and vest as to 25% of the options shares on the first anniversary of the grant date, with the remaining option shares vesting in equal quarterly installments over the subsequent three years, provided that the named executive officer remains in continuous service with us as of each vesting date. The RSU awards vest in four equal annual installments beginning on the first anniversary of the vesting date, provided that the named executive officer remains in continuous service with us as of each vesting date. The Compensation Committee believes that the grants of these equity awards are an important tool to promote retention of our named executive officers, while also incentivizing our named executive officers to create long-term value for our stockholders. (2) Amounts reflect the aggregate grant date fair value of grants made in each respective fiscal year computed in accordance with stock-based accounting rules (FASB ASC Topic 718, Stock Compensation). Assumptions used in the calculations of these amounts are included in Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. VI.

  73. Severance and Change of Control Arrangements

    Severance and Change of Control Arrangements We have entered into employment agreements with each of our named executive officers. Each of these agreements provides the named executive officer with certain severance benefits in connection with certain terminations of the executive’s employment both before and after a change of control. The Compensation Committee believes that reasonable severance and change of control protections for our named executive officers: strengthens our competitive compensation package by providing us with a recruitment and retention benefit, aligns the interests of the named executive officers with those of the stockholders, and • ensures continued dedication to the Company in change of control situations that may result in personal uncertainties. See “Employment Agreements, Severance, and Change of Control Arrangements” below.

  74. Accounting Considerations

    Accounting Considerations ASC Topic 718, Compensation—Stock Compensation (referred to as ASC Topic 718), requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options, restricted stock, RSUs and performance units under our equity incentive award plans will be accounted for under ASC Topic 718. We will consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  75. Compensation Tables—Contents

    | 70 | COMPENSATION TABLES | | 70 | Summary Compensation Table | | 71 | Grants of Plan-Based Awards Table | | 72 | Outstanding Equity Awards at Fiscal Year-End Table | | 74 | Option Exercises and Stock Vested Table |

  76. Compensation Tables—Contents

    | 74 | Non-Qualified Deferred Compensation Plan | | 76 | Employment Agreements, Severance, and Change of Control Arrangements | | 78 | Potential Payments Upon Termination or Change of Control |

  77. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information regarding compensation earned for services rendered during fiscal years 2023, 2022, and 2021 for our chief executive officer, our chief financial officer, and the three other most highly compensated executive officers who were serving as executive officers at the end of 2023. We refer to these individuals as our “named executive officers.”

  78. SUMMARY COMPENSATION TABLE

    | 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 (5) | 2023 | 941,387 | 720,600 | 1,266,798 | 3,909,786 | ― | 39,520 | 6,878,091 | | | 2022 | 910,108 | 618,900 | 1,276,885 | 4,030,545 | ― | 14,902 | 6,851,340 | | | 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 | 2023 | 486,671 | 219,100 | 348,660 | 358,477 | ― | 14,520 | 1,427,428 | | | 2022 | 475,000 | 290,000 | 472,151 | 498,495 | ― | 15,582 | 1,751,228 | | | 2021 | 460,400 | 230,200 | 365,760 | 416,178 | 165,030 | 25,168 | 1,662,736 | | Kristen Williams Chief Administrative Officer and Secretary | 2023 | 501,018 | 225,900 | 424,203 | 438,138 | ― | 11,602 | 1,600,861 | | | 2022 | 457,046 | 330,400 | 587,961 | 621,240 | ― | 12,188 | 2,008,835 | | | 2021 | 515,000 | 275,000 | 426,720 | 485,540 | 184,602 | 11,526 | 1,898,389 | | Daryl Gaugler Chief Operating Officer(7) | 2023 | 501,673 | 225,900 | 387,400 | 398,307 | ― | 20,347 | 1,533,627 | | | 2022 | 469,942 | 287,900 | 766,131 | 746,490 | ― | 20,933 | 2,291,396 | | Jonathan Slonin Chief Medical Officer Officer(8) | 2023 | 490,225 | 220,300 | 424,203 | 438,138 | ― | 20,347 | 1,593,213 | | | 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 |

  79. SUMMARY COMPENSATION TABLE

    (1) Amounts include one-time transaction bonuses in 2022 in the amount of $150,000 to Ms. Williams and $100,000 to each of Messrs. Reinhart and Gaugler for their efforts in quickly and successfully completing the financial and operational integration of Flexion Therapeutics, Inc. and Pacira. (2) Amounts reflect the aggregate grant date fair value of grants made in each respective fiscal year computed in accordance with stock-based accounting rules (FASB ASC Topic 718, Stock Compensation). Assumptions used in the calculations of these amounts are included in Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. (3) Represents amounts earned under the cash LTIP for the applicable performance year. Payments of the amounts earned are subject to an additional three-year vesting period commencing after the performance year. Amounts represent health, dental, vision, disability, and group term life insurance premiums paid-in full by us. In 2021, for Mr. Reinhart, there is a $10,000 benefit for financial counseling included. In 2023, for Mr. Stack, there is a $25,000 accrual included for future healthcare benefits upon his retirement from the Company, which is intended to pay for twelve (12) months of healthcare coverage for Mr. Stack and his dependent(s), if any, following his retirement. Mr. Stack announced his retirement in September 2023 and served as Chief Executive Officer and Chairman until January 1, 2024. (6) 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. (7) Mr. Gaugler was promoted to Chief Operating Officer in May 2022. Prior to that time, he most recently served as our Senior Vice President, Commercial Operations. (8) Dr. Slonin was promoted to Chief Medical Officer in December 2023. Prior to that time, he most recently served as our Chief Clinical Officer. Dr. Slonin was previously a named executive officer in 2021 but was not in 2022.

  80. GRANTS OF PLAN-BASED AWARDS TABLE

    GRANTS OF PLAN-BASED AWARDS TABLE The following table provides information for each of our named executive officers regarding plan-based awards granted during fiscal year 2023.

  81. GRANTS OF PLAN-BASED AWARDS TABLE

    | | | | 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) ($) | | | | | | David Stack | Stock Option | 6/14/2023 | ― | ― | ― | ― | 245,400 | 38.74 | 3,909,786 | | | RSUs | 6/14/2023 | ― | ― | ― | 32,700 | ― | ― | 1,266,798 | | | Cash LTIP | 1/1/2023 | 400,350 | 800,700 | 1,801,575 | ― | ― | ― | ― | | Charles A. Reinhart, III | Stock Option | 6/14/2023 | ― | ― | ― | ― | 22,500 | 38.74 | 358,477 | | | RSUs | 6/14/2023 | ― | ― | ― | 9,000 | ― | ― | 348,660 | | | Cash LTIP | 1/1/2023 | 121,725 | 243,450 | 547,763 | ― | ― | ― | ― | | Kristen Williams | Stock Option | 6/14/2023 | ― | ― | ― | ― | 27,500 | 38.74 | 438,138 | | | RSUs | 6/14/2023 | ― | ― | ― | 10,950 | ― | ― | 424,203 | | | Cash LTIP | 1/1/2023 | 125,500 | 251,000 | 564,750 | ― | ― | ― | ― | | Daryl Gaugler(3) | Stock Option | 6/14/2023 | ― | ― | ― | ― | 25,000 | 38.74 | 398,307 | | | RSUs | 6/14/2023 | ― | ― | ― | 10,000 | ― | ― | 387,400 | | | Cash LTIP | 1/1/2023 | 125,500 | 251,000 | 564,750 | ― | 10,000 | ― | ― | | Jonathan Slonin | Stock Option | 6/14/2023 | ― | ― | ― | ― | 27,500 | 38.74 | 438,138 | | | RSUs | 6/14/2023 | ― | ― | ― | 10,950 | ― | ― | 424,203 | | | Cash LTIP | 1/1/2023 | 121,725 | 239,850 | 539,663 | ― | ― | ― | ― |

  82. GRANTS OF PLAN-BASED AWARDS TABLE

    (1) Amounts represent the threshold, target, and maximum amount that could have been earned under the cash LTIP in 2023. No amounts were ultimately earned in 2023 based on actual performance. As such, for 2023, there are no cash LTIP earnings reflected in the preceding “Summary Compensation Table”. (2) Amounts reflect the aggregate grant date fair value of grants computed in accordance with stock-based accounting rules (FASB ASC Topic 718, Stock Compensation). Assumptions used in the calculations of these amounts are included in Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The option grants referenced above vest as to as to 25% of the option shares on the first anniversary of the grant date, and vest as to the remaining shares in successive equal quarterly installments over the subsequent three years. The RSU grants referenced above vest as to 25% of the RSU shares in four equal annual installments, beginning June 3, 2023. All vesting is subject to the requirement that the named executive officer remains in continuous service with the Company at the vesting date.

  83. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE The following table sets forth certain information with respect to outstanding options and RSUs held by our named executive officers as of December 31, 2023.

  84. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | | Option Awards | | | | Stock Awards | | | 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(4) | 6/14/2023 | — | — | — | — | 32,700(3) | 1,103,298 | | | 6/14/2023 | — | 245,400(2) | 38.74 | 6/14/2033 | — | — | | | 6/8/2022 | — | — | — | — | 16,125(3) | 544,058 | | | 6/8/2022 | 60,340 | 100,560 | 59.39 | 6/8/2032 | — | — | | | 6/9/2021 | — | — | — | — | 8,900(3) | 300,286 | | | 6/9/2021 | 83,378 | 50,022(2) | 60.96 | 6/9/2031 | — | — | | | 6/9/2020 | — | — | — | — | 8,325(3) | 280,886 | | | 6/9/2020 | 240,626 | 34,374(2) | 47.65 | 6/9/2030 | — | — | | | 6/5/2019 | 142,100 | — | 43.54 | 6/5/2029 | — | — | | | 6/13/2018 | 170,250 | — | 38.35 | 6/13/2028 | — | — | | | 6/14/2017 | 81,000 | — | 44.20 | 6/14/2027 | — | — | | | 12/7/2016 | 60,000 | — | 32.35 | 12/7/2026 | — | — | | | 6/15/2016 | 66,250 | — | 40.34 | 6/15/2026 | — | — | | | 6/3/2014 | 150,000 | — | 81.00 | 6/3/2024 | — | — | | Charles A. Reinhart, III(5) | 6/14/2023 | — | — | — | — | 9,000(3) | 303,660 | | | 6/14/2023 | — | 22,500(2) | 38.74 | 6/14/2033 | — | — | | | 6/8/2022 | — | — | — | — | 5,962(3) | 201,158 | | | 6/8/2022 | 7,464 | 12,436(2) | 59.39 | 6/8/2032 | — | — | | | 6/9/2021 | — | — | — | — | 3,000(3) | 101,220 | | | 6/9/2021 | 9,378 | 5,622(2) | 60.96 | 6/9/2031 | — | — | | | 6/9/2020 | — | — | — | — | 3,150(3) | 106,281 | | | 6/9/2020 | 27,567 | 3,936(2) | 47.65 | 6/9/2030 | — | — | | | 6/5/2019 | 26,300 | — | 43.54 | 6/5/2029 | — | — | | | 6/13/2018 | 30,000 | — | 38.35 | 6/13/2028 | — | — | | | 6/14/2017 | 17,500 | — | 44.20 | 6/14/2027 | — | — | | | 12/7/2016 | 16,000 | — | 32.35 | 12/7/2026 | — | — | | | 5/3/2016 | 70,000 | — | 51.54 | 5/3/2026 | — | — | | Kristen Williams | 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(2) | 59.39 | 6/8/2032 | — | — | | | 6/9/2021 | — | — | — | — | 3,500(3) | 118,090 | | | 6/9/2021 | 10,940 | 6,560(2) | 60.96 | 6/9/2031 | — | — | | | 6/9/2020 | — | — | — | — | 3,500(3) | 118,090 | | | 6/9/2020 | 15,311 | 4,374(2) | 47.65 | 6/9/2030 | | | | | 6/5/2019 | 10,560 | — | 43.54 | 6/5/2029 | | | | | 6/3/2018 | 2,953 | — | 38.35 | 6/13/2028 | | | | | 6/3/2015 | 15,000 | — | 79.43 | 6/3/2025 | | | | | 6/3/2014 | 40,000 | — | 81.00 | 6/3/2024 | | |

  85. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options― Exercisable (#) | Number of Securities Underlying Unexercised Options― Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(1) ($) | | Daryl Gaugler | 6/14/2023 | — | — | — | — | 10,000(3) | 337,400 | | | 6/14/2023 | — | 25,000(2) | 38.74 | 6/14/2033 | — | — | | | 6/8/2022 | — | — | — | — | 9,675(3) | 326,435 | | | 6/8/2022 | 11,177 | 18,623(2) | 59.39 | 6/8/2032 | — | — | | | 6/9/2021 | — | — | — | — | 3,000(3) | 101,220 | | | 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 |

  86. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    (1) Based on the fair market value of our common stock of $33.74 per share, which was the closing price of our common stock on December 29, 2023, the last trading day of 2023, as reported on the Nasdaq Global Select Market. (2) The stock options vest with respect to 25% of the shares on the first anniversary of either the grant date or employment start date, and vests with respect to the remaining shares in approximately equal successive quarterly installments over 36 months thereafter, provided that the named executive officer remains in continuous service with us as of each vesting date. (3) Represents RSUs that vest in four equal annual installments beginning on approximately the first anniversary of the vesting date, provided that the named executive officer remains in continuous service with us as of each vesting date. (4) Mr. Stack announced his retirement in September 2023 and served as Chief Executive Officer and Chairman until January 1, 2024. In conjunction with this announcement, Mr. Stack entered into a Transition and Retirement Agreement, dated September 20, 2023 (the “Retirement Agreement”). Pursuant to the Retirement Agreement, subject to execution and non-revocation of a customary release of claims against the Company, Mr. Stack will be entitled to, among other things, continued vesting of outstanding equity awards during Mr. Stack’s continued service to the Company (including during a consulting period, the ability to exercise vested stock options for the lesser of the stated term of the stock options or twenty-four months following his cessation of service to the Company under a consulting agreement). 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. In connection with his departure and the services Mr. Reinhart will provide the Company during the transition to his successor, the Company and Mr. Reinhart agreed, subject to execution and non-revocation of a customary release of claims against the Company, that Mr. Reinhart will be entitled to, among other things, immediate vesting of the portion of Mr. Reinhart’s outstanding unvested stock options and time-based RSUs that would have become vested during the nine-month period following his departure and the ability to exercise vested stock options for the less of three months or the stated term of the stock options following his cessation of service to the Company under a consulting agreement to be entered into in connection with his departure.

  87. OPTION EXERCISES AND STOCK VESTED TABLE

    OPTION EXERCISES AND STOCK VESTED TABLE The following table sets forth information for each of our named executive officers regarding stock options exercised and stock vested during 2023.

  88. OPTION EXERCISES AND STOCK VESTED TABLE

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | David Stack | — | — | 24,075 | 934,470 | | Charles A. Reinhart, III | — | — | 7,738 | 300,350 | | Kristen Williams | — | — | 9,125 | 354,187 | | Daryl Gaugler | 2,500 | 12,700 | 6,725 | 261,031 | | Jonathan Slonin | — | — | 8,889 | 346,214 |

  89. OPTION EXERCISES AND STOCK VESTED TABLE

    (1) With respect to option awards, the value realized on exercise is calculated as the difference between the market price of our common stock at exercise and the exercise price of the options. With respect to stock awards, the value realized on vesting is calculated by multiplying the number of shares of stock by the closing market value of the underlying shares on the vesting date.

  90. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    NON-QUALIFIED DEFERRED COMPENSATION PLAN Pursuant to the Company’s non-qualified deferred compensation plan (the “NQDC Plan”), eligible participants include select management and highly compensated employees of the Company, including the Company’s named executive officers. The NQDC Plan is subject to the requirements of Section 409A of the Code and established a Rabbi Trust with an independent trustee in order to fund benefits payable to the participants of the plan should a change in control occur.

  91. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL Below is a summary of the potential payments that each of our named executive officers would have received upon the occurrence of the termination events specified below, assuming that each triggering event occurred on December 31, 2023.

  92. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | I. INVOLUNTARY TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON | | | | | | Name | Severance ($) | Health Benefits ($) | Acceleration of Equity Awards(1) ($) | Total ($) | | David Stack | 942,000 | 14,518 | 888,205 | 1,844,723 | | Charles A. Reinhart, III | 365,175 | 14,518 | 299,881 | 679,574 | | Kristen Williams | 376,500 | 11,600 | 353,021 | 741,121 | | Daryl Gaugler | 376,500 | 20,345 | 311,251 | 708,096 | | Jonathan Slonin | 401,250 | 20,345 | 392,294 | 813,889 |

  93. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    (1) Amounts are based on the fair market value of our common stock of $33.74 per share, which was the closing price of our common stock on December 29, 2023, the last trading day of 2023, as reported on the Nasdaq Global Select Market.

  94. POTENTIAL PAYMENTS UPON TERMINATION OR 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) ($) | Total ($) | | David Stack | 2,826,000 | 14,518 | 2,228,527 | 5,069,045 | | Charles A. Reinhart, III | 681,660 | 14,518 | 712,318 | 1,408,496 | | Kristen Williams | 627,500 | 11,600 | 856,152 | 1,495,252 | | Daryl Gaugler | 677,700 | 20,345 | 832,534 | 1,530,579 | | Jonathan Slonin | 802,500 | 20,345 | 926,230 | 1,749,075 |

  95. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    Amounts are based on the fair market value of our common stock of $33.74 per share, which was the closing price of our common stock on December 29, 2023, the last trading day of 2023, as reported on the Nasdaq Global Select Market.

  96. Pay Versus Performance

    Pay Versus Performance The Compensation Committee oversees our compensation programs that are designed to attract, retain, motivate, and align the interests of our named executive officers with that of stockholders. We link executive pay with shareholder interests through a blend of short- and long-term measures. In 2023, incentive pay made up 88 percent of our CEO’s target compensation and, on average, 74 percent of our other named executive officers’ target compensation. The high utilization of incentive compensation results in higher total realized pay when leadership exceeds their performance targets. Conversely, failure to achieve approved targets results in lower realized pay including the possibility that some awards pay zero at the end of their performance period. The compensation actually paid, as calculated under SEC rules (“CAP”), for the PEO (or Principal Executive Officer (“PEO”)) and the average for non-PEO named executive officers (or “non-PEO NEOs”) and certain financial performance of the Company in each of the last four fiscal years is shown in the table below. The CAP does not reflect the actual amount of compensation earned or paid during the applicable year.

  97. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The following table sets forth information regarding the Company’s CAP and certain other Company financial information for fiscal years 2023, 2022, 2021 and 2020.

  98. PAY VERSUS PERFORMANCE TABLE

    | 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 |

  99. PAY VERSUS PERFORMANCE TABLE

    (1) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used is the S&P Pharmaceuticals Select Index. (2) The comparison of total shareholder returns assumes that $100 was invested on December 31, 2019 in Pacira and the S&P Pharmaceuticals Select Index, and that any dividends were reinvested when and as paid. (3) Represents the amount of net income reflected in the Company’s audited financial statement for the applicable year. Included in net income in 2020 was a $126.6 million income tax benefit related to the release of a valuation allowance on deferred tax assets. (4) The company selected measure is adjusted EBITDA, calculated and defined as described in the section on page 62 titled “2023 Cash LTIP Targets and Earned Awards”. The PEO and non-PEO NEOs included in the above compensation columns are as follows:

  100. PAY VERSUS PERFORMANCE TABLE

    | 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 |

  101. PAY VERSUS PERFORMANCE TABLE

    The following table reconciles the amounts reported in the Summary Compensation Table (“SCT”) (column (b) above) to the CAP (column (c) above) to our PEO, David Stack, in the years presented:

  102. PAY VERSUS PERFORMANCE TABLE

    | 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 |

  103. PAY VERSUS PERFORMANCE TABLE

    Stock and Option Award Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of the date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., expected term, volatility, dividend yield, risk free rate) as of the measurement date. Time-vested RSU grant date fair values are calculated using the stock price as of the date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vest, as applicable. The following table reconciles the amounts reported in the SCT (column (d) above) to the average CAP (column (e) above) to our non-PEO NEOs (as listed above) in the years presented:

  104. PAY VERSUS PERFORMANCE TABLE

    | 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 |

  105. PAY VERSUS PERFORMANCE TABLE

    Stock and Option Award Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of the date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., expected term, volatility, dividend yield, risk free rate) as of the measurement date. Time-vested RSU grant date fair values are calculated using the stock price as of the date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vest, as applicable. Tabular List of Financial and Non-Financial Performance Measures Used to Link Compensation Actually Paid to Named Executive Officers for the Year Ended December 31, 2023 to Company Performance

  106. PAY VERSUS PERFORMANCE TABLE

    | 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 |

  107. PAY VERSUS PERFORMANCE: TOTAL SHAREHOLDER RETURN

    PAY VERSUS PERFORMANCE: TOTAL SHAREHOLDER RETURN The chart below compares the CAP to our PEO and the average CAP to our non-PEO NEOs with the TSR of the Company and its selected peer group—the S&P Pharmaceuticals Select Index. As described on page 63, this index is the same one used in our cash LTIP plan.

  108. PAY VERSUS PERFORMANCE: NET INCOME

    PAY VERSUS PERFORMANCE: NET INCOME The chart below compares the CAP to our PEO and the average CAP to our non-PEO NEOs with the Company’s net income. Included in net income in 2020 was a $126.6 million income tax benefit related to the release of a valuation allowance on deferred tax assets.

  109. PAY VERSUS PERFORMANCE: ADJUSTED EBITDA (NON-GAAP)

    PAY VERSUS PERFORMANCE: ADJUSTED EBITDA (NON-GAAP) The chart below compares the CAP to our PEO and the average CAP to our non-PEO NEOs with the Company’s adjusted EBITDA, which includes GAAP to non-GAAP adjustments that reflect how the Company’s management analyzes its financial results. The adjusted EBITDA figures presented here are unlikely to be comparable with adjusted EBITDA disclosures released by other companies.

  110. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Section 953(b) of Dodd-Frank and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our principal executive officer’s annual total compensation to the annual total compensation of our median employee. For 2023, the annual total compensation for David Stack, our now former CEO, but who served as CEO during 2023, was $6,878,091. The annual total compensation for our median employee (identified as disclosed below) was $195,387, resulting in a pay ratio of approximately 35:1.

  111. CEO Pay Ratio

    | 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. | | | Identification of 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 (ii) ranking this compensation measure for our employees from lowest to highest. We compared the cash compensation, including wages, overtime, salary, and bonuses during our fiscal year 2022 for each employee who was included in our adjusted employee population as the consistently applied compensation measure used to identify the median employee among those included in the adjusted employee population. We annualized the compensation of each full-time or part-time employee who was hired in 2022 and included them in the employee population. As part of this analysis, we converted the compensation paid to our employees in England from British Pounds to U.S. dollars using exchange rates in effect on October 2, 2022. This calculation was performed for all of our employees, excluding Mr. Stack. After applying our methodology, we identified two median employees. As a result, we selected the individual whose compensation was closest to our consistently applied compensation measure described above. | | | Calculation of Annual Total Compensation | • We determined the median employee’s 2023 annual total compensation to be $195,387, which is the amount that would have been reported for our median employee in the “Total” column of our 2023 Summary Compensation Table if they had been a Named Executive Officer for fiscal 2023. • We determined the CEO’s 2023 annual total compensation to be $6,878,091, which is the amount reported for Mr. Stack, who served as our CEO throughout 2023, in the “Total” column* of our 2023 Summary Compensation Table. See the Summary Compensation Table “Total” column on page 70 of this proxy statement. | |

  112. CEO Pay Ratio

    The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC regulations based on our internal records and the methodology described above. The SEC regulations for identifying the median-compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates.

  113. CEO Pay Ratio

    | Stock Ownership Information |