DEF 14A of Pacira BioSciences, Inc., Apr 29, 2025

DEF 14A of Pacira BioSciences, Inc.

Filed Apr 29, 2025 · FY20240001104659-25-041219

Open on EDGAR

  1. FREQUENTLY REFERENCED INFORMATION

    | 58 | 2024 Say-on-Pay Vote | | 77 | Compensation Tables | | 87 | Pay Versus Performance |

  2. Nominees for Election

    Nominees for Election

  3. CLASS II DIRECTOR NOMINEES RECOMMENDED BY THE BOARD AND STANDING FOR ELECTION

    CLASS II DIRECTOR NOMINEES RECOMMENDED BY THE BOARD AND STANDING FOR ELECTION 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 II DIRECTOR NOMINEES RECOMMENDED BY THE BOARD AND STANDING FOR ELECTION

    | AGE: 55 COMMITTEES • Science and Technology, Chair OTHER DIRECTORSHIPS • Santa Ana Bio (since 2023) • Ventus Therapeutics (since 2019) • Coda Biotherapeutics (2019-2022) SKILLS AND EXPERIENCE • Government, Public Policy & Regulatory Affairs • Industry Experience • Research & Development • Scientific, Medical & Pharmacy • Senior Leadership | MARCELO BIGAL, M.D., Ph.D. | INDEPENDENT DIRECTOR since October 2023 | | | KEY EXPERIENCE AND QUALIFICATIONS Dr. Bigal is a leader in the pharmaceutical R&D space, contributing over 20 years of medical affairs expertise to board discussions on the risks and opportunities associated with the Company’s research and development growth strategy. • As a seasoned executive and senior leader at several public and private biotechnology companies has overseen the full pipeline development—from early to late-stage clinical trials—of multiple treatments and therapies in pain management, immunology, inflammation and neurology. • Brings proven commercialization oversight of globally-reaching pain management medicines and therapies, including treatments approved in the U.S., Canada and EU, such as fremanezumab (Ajovy) and deutetrabenazine (Austedo). • Established track record of R&D program success from leading research teams of over 600 employees and publishing over 330 peer-reviewed papers. He has also been recognized by the American Academy of Neurology with the Harold G. Wolff Award for excellence in research. | BACKGROUND AND CAREER HIGHLIGHTS: Ventus Therapeutics, a clinical-stage biopharmaceutical company • President and CEO (since 2019) Versant Ventures, a healthcare venture capital firm • Venture Partner (2019-2023) Purdue Pharma, a pharmaceutical company • Chief Medical Officer and SVP (2018-2019) Teva Pharmaceutical Industries (NYSE: TEVA), a global pharmaceutical company • Head of Specialty R&D and Chief Scientific Officer (2017-2018) • Chief Medical Officer and Head of Global Specialty Clinical Development (2017) • Numerous management positions of increasing responsibility (2014-2017) Labrys Biologics, a biotechnology company (acquired by Teva Pharmaceuticals) • Chief Medical Officer (2013-2014) Merck (NSYE: MRK), a global healthcare company • Head of Investigator Study Program, Scientific Engagement and Education (2010-2013) • Global Director of Scientific Affairs, Neurology and Psychiatry (2007-2010) EDUCATION: • M.D., University of São Paulo • Ph.D., University of São Paulo |

  5. CLASS II DIRECTOR NOMINEES RECOMMENDED BY THE BOARD AND STANDING FOR ELECTION

    | AGE: 57 PUBLIC COMPANY BOARDS • Bausch Health Companies (since 2024) • Bolt Biotherapeutics (2021-2024) • Forma Therapeutics (2019-2022) OTHER DIRECTORSHIPS • Therini Bio (2023-2024) • Catamaran Bio (2022-2024) SKILLS AND EXPERIENCE • Business Development / M&A • Human Capital Management • Industry Experience • Operations, Manufacturing & Supply Chain • Senior Leadership | FRANK D. LEE | CHIEF EXECUTIVE OFFICER since January 2024 | | | KEY EXPERIENCE AND QUALIFICATIONS Mr. Lee brings nearly three decades of global experience and a strong track record of product development and commercial success across both small biotech and large pharmaceutical organizations. His focus on patient outcomes has driven revenue growth and success in scaling blockbuster therapies at several world-renowned pharmaceutical companies. As CEO, Mr. Lee provides the board with a critical perspective on the Company’s portfolio and growth strategy. • During tenure at Forma, transformed the organization from an early-stage drug discovery company into one focused on the clinical development of lead assets in rare hematologic disorders and cancer, ultimately positioning it for a $1.1 billion acquisition by Novo Nordisk. • At Genentech, was responsible for driving the global development and commercialization strategy for the late-stage portfolio, and for global portfolio product sales of $11 billion. • Formerly responsible for U.S. P&L for Herceptin®, Perjeta® and Kadcyla®, driving revenues over $4 billion and launching the first HER2 neoadjuvant indication for early HER2 breast cancer patients, advancing personalized medicine for patients and establishing new treatment options. | BACKGROUND AND CAREER HIGHLIGHTS: Pacira BioSciences (Nasdaq: PCRX) • CEO (since 2024) Forma Therapeutics (Nasdaq: FMTX), a clinical-stage biopharmaceutical company focused on rare hematologic diseases and cancers • CEO (2019-2022, when acquired by Novo Nordisk A/S) Genentech (a member of the Roche Group), a biotechnology company (2006-2019) • SVP, Global Product Strategy, Immunology, Ophthalmology and Infectious Diseases (2016-2019) • Roles of increasing seniority and scope including VP HER2 Franchise and VP Oral Oncolytics Franchise (2006-2016) Novartis AG (NYSE: NVS), a pharmaceutical R&D and drug development company • Executive Director, Marketing (2003-2006) Johnson & Johnson (NYSE: JNJ), a global pharmaceutical healthcare company (1996- 2003) • Roles of increasing scope and responsibility in sales, marketing, Business Development and Product Strategy. Eli Lilly & Co. (NYSE: LLY), a multi-national pharmaceutical company • Project Management & Process Automation Engineer (1989-1994) EDUCATION: • B.S., Vanderbilt University • MBA, The Wharton School of Business, University of Pennsylvania |

  6. CLASS II DIRECTOR NOMINEES RECOMMENDED BY THE BOARD AND STANDING FOR ELECTION

    | AGE: 46 COMMITTEES • Audit, Chair PUBLIC COMPANY BOARDS • PTC Therapeutics (since 2022) SKILLS AND EXPERIENCE • Accounting & Finance • Business Development / M&A • Human Capital Management • Industry Experience • Other Public Boards & Governance | ALETHIA YOUNG | INDEPENDENT DIRECTOR since October 2023 | | | KEY EXPERIENCE AND QUALIFICATIONS Ms. Young brings 25 years of financial expertise in the healthcare and biopharmaceutical industry. As an established corporate finance leader, she provides critical oversight in areas such as financial reporting, internal controls, risk management and regulatory compliance. • Developed deep expertise in the biopharma industry through nearly two decades of leading equity research teams at global financial institution and asset management firms. • Contributes extensive insights into market and industry trends, the competitive market environment and institutional investor perspective when assessing investment opportunities and strategic growth initiatives. • Senior financial leadership experience in investor relations, corporate communications and corporate strategy, supporting the advancement of numerous drug treatments at various stages of the clinical development pipeline. • Proven track record of raising capital as CFO of Bicycle Therapeutics and possesses experience in corporate restructurings as she led the reverse merger process for Graphite Bio during 2023. | BACKGROUND AND CAREER HIGHLIGHTS: Bicycle Therapeutics (Nasdaq: BCYC), a clinical-stage biopharmaceutical company • CFO (since 2023) Graphite Bio, a clinical-stage gene editing company • CFO (2022-2023) Cantor Fitzgerald, a leading global financial services firm • Senior Biotech Analyst and Head of Healthcare Research (2018-2022) Credit Suisse, Deutsche Bank, Marwood Group and J.P. Morgan, leading global financial service firms • Various biotech and healthcare-focused advisory and analyst positions (2000-2018) EDUCATION: • B.A., Duke University |

  7. Directors Continuing in Office

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

  8. 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

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

    | AGE: 47 COMMITTEES • Audit • People & Compensation PUBLIC COMPANY BOARDS • Rapport Therapeutics (since 2023) OTHER DIRECTORSHIPS • Life Science Cares (since 2020) SKILLS AND EXPERIENCE • Business Development / M&A • Human Capital Management • Industry Experience • Operations, Manufacturing & Supply Chain • Research & Development | ABRAHAM CEESAY | INDEPENDENT DIRECTOR since October 2023 | | | KEY EXPERIENCE AND QUALIFICATIONS Mr. Ceesay brings nearly two decades of senior leadership expertise in launching and driving growth of innovative therapeutic products, with a strong track record of leading global commercial teams and development-focused organizations. • As CEO of Tiburio Therapeutics, built a fully integrated company and successfully managed the regulatory landscape, driving the investigational new drug enablement for a rare neuroendocrine health condition. • Proven track record in developing and overseeing successful commercial drug launches, including products such as Linzess®, Auryxia® and Renvela®. • Biopharmaceutical company leadership provides a deep understanding of strategies for realizing operational efficiencies, building high-performing teams, and identifying value creation opportunities, driving successful outcomes for both patients and the business. | BACKGROUND AND CAREER HIGHLIGHTS: Rapport Therapeutics, Inc. (Nasdaq: RAPP), a neurological disorder-focused pharmaceutical company • President and CEO (since 2023) Cerevel Therapeutics (formerly Nasdaq: CERE), a biopharmaceutical company focused on the central nervous system • President (2021-2023) Tiburio Therapeutics, a clinical stage biopharmaceutical company • CEO (2019-2021) scPharmaceuticals (Nasdaq: SCPH), a pharmaceutical company • COO (2016-2018) Keryx Biopharmaceuticals (formerly Nasdaq: KERX), a biopharmaceutical company • Head of Commercial Sales, Marketing and Operations (2014-2016) Ironwood Pharmaceuticals (Nasdaq: IRWD), a leading gastrointestinal healthcare company • VP, Marketing (2010-2014) Sanofi (formerly Genzyme Corporation), a biotechnology company focused on rare diseases • Roles of increasing responsibility (2002- 2010) EDUCATION: • B.S., Ithaca College • MBA, Suffolk University |

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

    | AGE: 62 COMMITTEES • Nominating, Governance and Sustainability OTHER DIRECTORSHIPS • New York Mets (since 2021) • Tenneco (since 2024) SKILLS AND EXPERIENCE • Government, Public Policy & Regulatory Affairs • Human Capital Management • Industry Experience • Senior Leadership | CHRISTOPHER CHRISTIE | INDEPENDENT DIRECTOR since September 2019 | | | KEY EXPERIENCE AND QUALIFICATIONS Governor Christie contributes extensive expertise in regulatory affairs, public policy and government relations to the board, including as it relates to drug development risk oversight. • As a public thought leader on combating the opioid crisis and former Chair of the U.S. Opioid and Drug Abuse Commission, offers deep insights into pressing public health issues and key stakeholders, particularly in the areas of alternative pain management treatments. • Expertise in public health policy provides invaluable perspective in shaping the Company’s strategy around healthcare reforms, pricing policies and improving patient access to treatment. • As a current public policy consultant, advises businesses on a wide range of complex, strategic regulatory challenges at the state, federal and international levels. | BACKGROUND AND CAREER HIGHLIGHTS: Christie 55 Solutions, a government and public policy consulting firm • Managing Member (since 2018) Yale University • Senior Fellow, Jackson School of Global Affairs (since 2024) Governor of New Jersey (2010-2018) U.S. Opioid and Drug Abuse Commission, Chair (2017) United States Attorney of the State of New Jersey (2002-2008) EDUCATION: • B.A., University of Delaware • JD, Seton Hall University School of Law |

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

    | AGE: 70 COMMITTEES • Nominating, Governance and Sustainability, Chair • Science & Technology • People & Compensation PUBLIC COMPANY BOARDS • HBM Healthcare Investments (since 2017) SKILLS AND EXPERIENCE • Academia • Accounting & Finance • Industry Experience • Scientific, Medical, Pharmacy • Senior Leadership | MARK KRONENFELD, M.D. | INDEPENDENT DIRECTOR since June 2013 | | | KEY EXPERIENCE AND QUALIFICATIONS Dr. Kronenfeld brings extensive experience in clinical, business and healthcare leadership, research and management with particular leadership in hospital, surgery center and office settings. His management and leadership experience is multi-disciplinary and includes perioperative care, patient safety, efficiency and financial results. Dr. Kronenfeld also has extensive public and private healthcare sector investment experience across all market caps with special emphasis on understanding innovation and commercial success. • As a practicing physician, he offers a deep understanding of the interdependence of all facets of the healthcare industry, including medical research, patient care, regulatory compliance, financial, public policy and marketing. • Developed extensive experience as a consultant and investor in the healthcare, biomedical and medical technology space, with a long track record of identifying growth opportunities and overseeing high-performing medical practices. • At Hackensack University Medical Center, Dr. Kronenfeld contributed to the hospital’s transformation and rapid growth from a local community hospital to an internationally recognized tertiary care Medical Center, with a strong focus on patient safety and quality care and adopting innovation. | BACKGROUND AND CAREER HIGHLIGHTS: Maimonides Medical Center, a large tertiary care academic medical center • Chairman of Anesthesiology (since 2022) • Medical Director, Perioperative Services (since 2011) • Vice Chairman of Operations (2009-2022) AABP, LLP, a private Anesthesiology and Pain Management practice employing over 50 physician specialists working in hospital, surgery center and office settings • Managing Partner (since 2009) Ridgemark Capital Management, a broad-based public and private healthcare-focused hedge fund • Founder, Managing Partner and Portfolio Manager (2001-2008) Tudor Investment Corporation, Healthcare analyst and investor for both US and European offices for both public and private healthcare companies (1998-2000) Strategic Medical Management Partners, a physician healthcare consulting firm providing clinical and scientific insights to banks and public and private investing firms • Founder and Managing Partner 1996- 1998) Hackensack University Medical Center, hospital focused on cancer care and heart services • Chief of Cardiac Anesthesiology Therapeutics (1989-2004) GMS Anesthesia Associates, a private Anesthesiology medical practice • Founder and President (1990-2004) New York University, Assistant Professor and Attending Cardiac Anesthesiologist (1985- 1989) EDUCATION: • B.A., SUNY Buffalo (Phi Beta Kappa, Summa Cum Laude) • MD, University of California, San Diego School of Medicine (California State Regents Scholar) • Internship-Surgery, UCSD • Residency- Anesthesiology, NYU • Kellogg Sponsored Fellowship in Healthcare Management (1996-1997) |

  12. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

  13. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | AGE: 67 COMMITTEES • Nominating, Governance and Sustainability PUBLIC COMPANY BOARDS • Edgewise Therapeutics (since 2020) • Mirum Pharmaceuticals (since 2019) • Acadia Pharmaceuticals (since 2008) • HLS Therapeutics (2019-2024) • Portola Pharmaceuticals (2015-2020) • Dynavax Technologies Corporation (2015-2020) • Aratana Therapeutics (2014-2019) SKILLS AND EXPERIENCE • Accounting & Finance • Business Development / M&A • Cybersecurity & Information Technology • Industry Experience • Other Public Boards & Governance | LAURA BREGE | INDEPENDENT BOARD CHAIR Director since June 2011 | | | KEY EXPERIENCE AND QUALIFICATIONS With over 35 years of leadership in pharmaceutical, biotechnology and venture capital, Ms. Brege contributes to the board’s oversight of strategic growth initiatives and capital allocation strategies. Her corporate governance experience, gained through service on public company boards, adds invaluable insights into navigating complex risks and regulatory landscapes. • Proven track record in leading corporate functions and teams responsible for commercialization of drugs and treatments, while effectively managing stakeholder relationships across medical, scientific and government affairs. • Brings substantial insights into business development and growth strategies, including board-level oversight of Portola Pharmaceuticals’ $1.4 billion acquisition by Alexion Pharmaceuticals. • As CFO of COR Therapeutics, oversaw the company’s rapid growth from early-stage research and development to commercially launching a successful cardiovascular drug treatment. | BACKGROUND AND CAREER HIGHLIGHTS: BridgeBio Pharma (Nasdaq: BBIO), a clinical-stage biopharmaceutical company • Senior Advisor (since 2018) Cervantes Life Science Partners, a healthcare advisory and consulting company • Managing Director (2015-2018) Nodality, a biotechnology company • President and CEO (2012-2015) Onyx Pharmaceuticals, an oncology focused biopharmaceutical company • Head of Corporate Affairs (2011) • COO (2010-2011) • EVP, CBO (2006-2010) Red Rock Capital Management, a venture capital firm • General Partner (1999-2006) COR Therapeutics, a biotechnology company focused on cardiovascular diseases • Senior Vice President and Chief Financial Officer (1991-1999) EDUCATION: • B.A., Ohio University • MBA, University of Chicago |

  14. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    In order to alleviate stockholder concerns about being overboarded, Ms. Brege stepped down from the board of directors of HLS Therapeutics, Inc. (TSX: HLS) effective August 7, 2024.

  15. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | AGE: 64 COMMITTEES • Audit • Science & Technology PUBLIC COMPANY BOARDS • SINTX Technologies (since 2020) OTHER DIRECTORSHIPS • Lazurite (since 2017) • Thrive (since 2018) SKILLS AND EXPERIENCE • Academia • Other Public Boards & Governance • Research & Development • Scientific, Medical & Pharmacy • Senior Leadership | MARK I. FROIMSON, M.D. | Independent DIRECTOR since June 2017 | | | KEY EXPERIENCE AND QUALIFICATIONS Dr. Froimson brings over 30 years of leadership experience in the healthcare industry, including nearly two decades of service as medical staff surgeon for the Cleveland Clinic Hospital, contributing significant patient experience, safety and clinical expertise to the board’s oversight of the Company’s operational risks and treatment development opportunities. • As CEO of Lazurite, a medical device company providing surgical visualization tools to surgeons, is responsible for driving the company’s strategic vision and executional performance, driving the company to lead through innovation and customer focus. • Global operational expertise gained as Chief Clinical Officer of Trinity Health, overseeing all clinical aspects of the system’s hospitals, spanning health systems in 22 markets across numerous countries, including medical, nursing, pharmacy and informatics, where he was responsible for delivering care of the highest quality while a member of the executive leadership team in a cost effective manner, as well as providing for patient safety and payment strategies for the company. • Demonstrated track record of executive and medical leadership, advocacy and public policy expertise focused on delivering successful patient outcomes and building collaboration across multiple stakeholder groups, as demonstrated during leadership at the American Association of Hip and Knee Surgeons, an industry organization representing over 3,000 surgeons, helping navigate complex leadership, educational and public policy portfolios. | BACKGROUND AND CAREER HIGHLIGHTS: Lazurite, a medical device company • CEO (since 2024) • Board Chair (since 2017) Riverside Health Advisors, a healthcare company investment firm • Founder and Principal (since 2017) American Association of Hip and Knee Surgeons, President (2017-2018) Trinity Health, a nationwide, non-profit health care system • EVP and Chief Clinical Officer (2014-2017) Euclid Hospital, a Cleveland Clinic hospital • President and CEO (2012-2014) Cleveland Clinic Department of Orthopedic Surgery, an academic medical center • Variety of leadership positions, including staff surgeon (1999-2014) EDUCATION: • B.S., Princeton University • M.D., Tulane University School of Medicine • MBA, Weatherhead School of Business at Case Western Reserve University |

  16. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | AGE: 63 COMMITTEES • People & Compensation, Chair PUBLIC COMPANY BOARDS • Ionis Pharmaceuticals (since 2023) • Akcea Therapeutics (2019-2020) OTHER DIRECTORSHIPS • ViaCyte (2021-2022) SKILLS AND EXPERIENCE • Business Development / M&A • Human Capital Management • Industry Experience • Other Public Boards & Governance • Senior Leadership | MICHAEL YANG | INDEPENDENT DIRECTOR since October 2023 | | | KEY EXPERIENCE AND QUALIFICATIONS Mr. Yang has over 25 years of pharmaceutical and biotechnology leadership experience, contributing strategic and operational expertise to the board’s oversight of the commercial environment and drug development lifecycle. • Proven track record of strategic execution in pharmaceutical, medical device and diagnostic markets, with success guiding growth of products across multiple therapeutic categories, lifecycle stages and commercial environments. • As Chief Commercial Officer for a global biotechnology company, was responsible for guiding the development and scaling of its U.S. immunology business, generating over $8 million in annual revenues under his leadership. • Launched innovative platforms, expanding global revenues and diversifying product lines to meet evolving patient needs, with a professional track record of overseeing numerous successful drugs, including the commercialization of NUPLAZID at Acadia Pharmaceuticals. | BACKGROUND AND CAREER HIGHLIGHTS: ViaCyte, a regenerative medicine company developing novel cell replacement • President and CEO (2021-2022) Acadia Pharmaceuticals (Nasdaq: ACAD), a biopharmaceutical company • EVP, Chief Commercial Officer (2017-2021) Janssen Pharmaceuticals (subsidiary of Johnson & Johnson), a biotechnology company • President, Immunology (2013-2017) Johnson & Johnson (NYSE: JNJ), a global pharmaceutical healthcare company • Various commercial leadership positions (1997-2013) EDUCATION: • B.S., San Diego State University |

  17. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    There are no family relationships among any of our directors or executive officers.

  18. Director Compensation

    Director Compensation

  19. 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 initial and annual equity grants. In the second quarter of 2024, the People & 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 People & Compensation Committee, approved changes to board compensation to align our practices with the competitive market, which consisted of a $25,000 increase in the fair value of the annual stock award to $300,000, and a commensurate increase of $37,500 in the fair value of the initial equity grant for a newly appointed director to $450,000, effective July 1, 2024. Our board compensation policy provides for the following compensation to our non-employee directors:

  20. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    | Annual Compensation | 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) | 450,000 | | |

  21. 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 $300,000 annual target value, stock options and RSUs each consist of 50% ($150,000 each). The stock options vest monthly over a three-year period, subject to the director’s continued service on the board.

  22. 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, 2024. Dr. Andreas Wicki, a former non-employee director who resigned from the board, effective January 28, 2025, did not accept compensation for serving on our board as a matter of policy of HBM Healthcare Investments (Cayman), Ltd. In addition, we did not compensate Mr. Lee, our chief executive officer, or Mr. Stack, our former chief executive officer and chairman, for their service on our board.

  23. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(4) ($) | Option Awards(1)(4) ($) | All other compensation ($) | Total ($) | | Marcelo Bigal | 65,429 | 149,996 | 150,009 | ― | 365,434 | | Laura Brege | 89,000 | 149,996 | 150,009 | ― | 389,005 | | Abraham Ceesay | 62,000 | 149,996 | 150,009 | ― | 362,005 | | Christopher Christie | 50,000 | 149,996 | 150,009 | ― | 350,005 | | Mark Froimson | 74,000 | 149,996 | 150,009 | ― | 374,005 | | Paul Hastings(2) | 114,992 | 149,996 | 150,009 | ― | 414,997 | | Mark Kronenfeld | 90,607 | 149,996 | 150,009 | ― | 390,612 | | Gary Pace(3) | 34,000 | ― | ― | ― | 34,000 | | Andreas Wicki(2) | ― | ― | ― | ― | ― | | Michael Yang | 73,967 | 149,996 | 150,009 | ― | 373,972 | | Alethia Young | 65,000 | 149,996 | 150,009 | ― | 365,005 |

  24. DIRECTOR COMPENSATION TABLE

    (1) Represents the grant date fair value of stock option and RSU awards granted in 2024 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 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. 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 and RSU 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 through the vesting date. (2) Effective January 28, 2025, Paul Hastings and Andreas Wicki resigned from our board. (3) Effective June 30, 2024, Gary Pace retired from our board. The fees paid in cash represent a proration based on the time he served on the board during 2024. In conjunction with Dr. Pace’s retirement, we and Dr. Pace entered into a fifth amendment to the consulting agreement, dated June 2, 2011, by and between Pacira Pharmaceuticals, Inc., our operating subsidiary, and Dr. Pace, effective June 12, 2024, that has a one-year term from July 1, 2024 through and including June 30, 2025 for consideration of $3,200 per calendar quarter for up to eight hours of consulting work. As of December 31, 2024, Dr. Pace had not invoiced the Company for any consulting work under this agreement. In addition, to align the terms of stock option grants made to Dr. Pace prior to 2022 with those granted during or after 2022, the People & Compensation Committee approved a modification such that Dr. Pace’s then-vested stock options shall be exercisable for three years following the end of Dr. Pace’s service under his consulting agreement, provided that, in no circumstances shall such an award be exercisable later than the end of its original contractual term. No additional stock-based compensation expense was recognized as a result of these modifications. (4) The aggregate number of stock option and RSU awards outstanding for each of our non-employee directors as of December 31, 2024, is as follows:

  25. DIRECTOR COMPENSATION TABLE

    | Name | Number of Vested Stock Options | Number of Unvested Stock Options | Number of Unvested RSUs | | Marcelo Bigal | 12,047 | 31,139 | 5,230 | | Laura Brege | 59,622 | 12,179 | 5,230 | | Abraham Ceesay | 12,047 | 31,139 | 5,230 | | Christopher Christie | 85,056 | 12,179 | 5,230 | | Mark Froimson | 58,077 | 12,179 | 5,230 | | Paul Hastings(a) | 59,622 | 12,179 | 5,230 | | Mark Kronenfeld | 59,622 | 12,179 | 5,230 | | Gary Pace(b) | 59,622 | ― | ― | | Andreas Wicki(a) | ― | ― | ― | | Michael Yang | 12,047 | 31,139 | 5,230 | | Alethia Young | 12,047 | 31,139 | 5,230 |

  26. DIRECTOR COMPENSATION TABLE

    (a) Effective January 28, 2025, Paul Hastings and Andreas Wicki resigned from our board. Effective June 30, 2024, Gary Pace retired from our board.

  27. Report of the Audit Committee

    | AGE: 57 Chief Executive Officer since January 2024 | FRANK D. LEE | DIRECTOR since January 2024 | | | KEY EXPERIENCE AND QUALIFICATIONS Mr. Lee brings nearly three decades of global experience and a strong track record of product development and commercial success across both small biotech and large pharmaceutical organizations. His focus on patient outcomes has driven revenue growth and success in scaling blockbuster therapies at several world-renowned pharmaceutical companies. • During tenure at Forma, transformed the organization from an early-stage drug discovery company into one focused on the clinical development of lead assets in rare hematologic disorders and cancer, ultimately positioning it for a $1.1 billion acquisition by Novo Nordisk. • At Genentech was responsible for driving the global development and commercialization strategy for the late-stage portfolio, and for global portfolio product sales of $11 billion. • Formerly responsible for U.S. P&L for Herceptin®, Perjeta® and Kadcyla®, driving revenues over $4 billion and launching the first HER2 neoadjuvant indication for early HER2 breast cancer patients, advancing personalized medicine for patients and establishing new treatment options. | BACKGROUND AND CAREER HIGHLIGHTS: Pacira BioSciences (Nasdaq: PCRX) • CEO (since 2024) Forma Therapeutics (Nasdaq: FMTX), a clinical-stage biopharmaceutical company focused on rare hematologic diseases and cancers • CEO (2019‑2022, when acquired by Novo Nordisk A/S) Genentech (a member of the Roche Group), a biotechnology company (2006-2019) • SVP, Global Product Strategy, Immunology, Ophthalmology and Infectious Diseases (2016‑2019) • Roles of increasing seniority and scope including VP HER2 Franchise and VP Oral Oncolytics Franchise (2006-2016) Novartis AG (NYSE: NVS), a pharmaceutical R&D and drug development company • Executive Director, Marketing (2003‑2006) Johnson & Johnson (NYSE: JNJ), a global pharmaceutical healthcare company (1996‑2003) • Roles of increasing scope and responsibility in sales, marketing, Business Development and Product Strategy. Eli Lilly & Co. (NYSE: LLY), a multi-national pharmaceutical company • Project Management & Process Automation Engineer (1989‑1994) PUBLIC COMPANY BOARDS • Bausch Health Companies (since 2024) • Bolt Biotherapeutics (2021‑2024) • Forma Therapeutics (2019‑2022) OTHER DIRECTORSHIPS • Therini Bio (2023‑2024) • Catamaran Bio (2022‑2024) EDUCATION • B.S., Vanderbilt University • MBA, The Wharton School of Business, University of Pennsylvania |

  28. Compensation Discussion and Analysis

    | 63 | Annual Incentive Bonuses | | 66 | 2024 Cash LTIP Targets and Earned Awards | | 70 | Equity Incentive Awards | | 71 | Compensation in Connection with Leadership Transitions • NEW • | | 72 | VI. Other Compensation Policies and Practices | | 72 | Policies and Practices Related to the Timing of Equity Awards • NEW • | | 74 | Other Employment Benefits | | 74 | Severance and Change of Control Arrangements | | 74 | Clawback Policy | | 75 | Anti-Hedging and Anti-Pledging Policy | | 75 | Tax Considerations | | 75 | Accounting Considerations |

  29. I. EXECUTIVE SUMMARY

    I. EXECUTIVE SUMMARY Our People & Compensation Committee is responsible for overseeing and making recommendations to our board regarding the compensation of our executive officers including base salary, cash, and equity incentive compensation levels and awards, severance arrangements, change of control benefits and other forms of executive compensation. The People & Compensation Committee is also responsible for evaluating our performance against our corporate goals, assessing the performance of our named executive officers and making related recommendations to our board, and ensuring our compensation program is aligned with our stockholders’ interests and the objectives described below and is competitive with those of other companies in our industry that compete with us for talent. As shown in this section, the People & Compensation Committee takes these responsibilities very seriously, and makes all compensation decisions in a thorough and thoughtful way. The primary objective of our executive compensation program is to attract and retain superior executive talent by providing competitive incentives to reward our executives for performance and aligning executive interests with those of our stockholders and the long-term strategic goals and objectives approved by our board. Our compensation program is made up of the following direct compensation elements:

  30. Annual Incentive Bonuses

    Annual Incentive Bonuses The People & 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 goals, including our goal of increasing stockholder value, and ensure that we attract and retain talented named executive officers. Each year, the People & 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 2024, the People & Compensation Committee approved the Company factor for annual incentive bonuses at 90% of target for our named executive officers based on the factors discussed in the section titled “Annual Incentive Bonuses” on page 63 and the section titled “2024 Corporate Dashboard and Performance” on page 65.

  31. Equity Grants

    Equity Grants The People & Compensation Committee believes that equity grants are a long-term incentive opportunity to motivate and reward our named executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to stockholders. In 2024, in connection with their hirings, the People & Compensation Committee granted Frank D. Lee, our chief executive officer and Shawn Cross, our chief financial officer, an approximate equity mix of 75% stock options and 25% RSUs in accordance with standard practices for new hires with the primary objective being to align their compensation arrangements with stockholder value creation. In 2024, the People & Compensation Committee determined that RSUs were the best vehicle to use for equity grants for our other named executive officers, as they motivate and incentivize our named executive officers because they have upside potential but also provide a retentive benefit and encourage our executives to focus on the long-term success of the Company because they deliver some value even during periods of stock price underperformance, while also reinforcing an ownership culture and commitment to Pacira. As such, for our other named executive officers, the People & Compensation Committee granted equity awards as 100% of time-vested RSUs. In doing so, the People & Compensation Committee considered the importance of bolstering executive retention during a period of significant business turbulence, combined with a lack of retentive value from prior stock option awards at such time. In addition to the annual awards, Kristen Williams and Daryl Gaugler each received a special retention award of time-based RSUs to enhance retention and recognize the additional workload associated with the transition in CEO leadership, and Jonathan Slonin received 10,000 stock options and 5,000 RSUs for his promotion to Chief Medical Officer. The following charts illustrate the vesting schedules of stock options and RSUs granted* to our named executive officers in 2024: * Excludes retention RSU grants made to each of Ms. Williams and Mr. Gaugler. For more information, see “Retention Equity Grants to Kristen Williams and Daryl Gaugler” on page 72.

  32. Cash Long-Term Incentive Plan

    Cash Long-Term Incentive Plan The cash LTIP is a long-term cash award based on our performance against ambitious goals with a modifier based on relative TSR performance. The cash LTIP is intended to: • motivate and reward participants to drive stockholder value by achieving certain performance goals; and • further enhance retention Unlike the annual cash incentive bonus opportunity which is short-term in nature, the cash LTIP is based solely on financial metrics and a TSR multiplier (which further aligns executives’ interests with those of stockholders) and 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 People & Compensation Committee). The executive officers that participated in the cash LTIP in 2024 earned a cash LTIP payment at 85% of target based on the achieved level of performance for two equally-weighted financial metrics. For more information, see the section titled “2024 Cash LTIP Targets and Earned Awards” on page 66.

  33. Total Target Compensation Mix

    Total Target Compensation Mix These charts represent the target values granted to our CEO, Frank D. Lee and the average of our other named executive officers in 2024 (excluding Messrs. Stack and Reinhart who were known to be departing, and Ms. Riker who was interim CFO for approximately three weeks). To incentivize them to accept their offers of employment with the Company in the context of a highly competitive market, Messrs. Lee and Cross received larger equity grants in connection with their hirings than would be targeted for them in subsequent years. These targeted values also exclude special retention grants made to Ms. Williams and Mr. Gaugler and a grant to Dr. Slonin of stock options and RSUs in connection with his promtion to Chief Medical Officer. Actual amounts earned can be found within “Compensation Discussion and Analysis” beginning on page 51.

  34. Compensation Governance Highlights

    | Things We Do | | | | Independent People & Compensation Committee that approves all compensation for our named executive officers | | | Independent compensation consultant whose independence is reviewed annually by the People & 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 | | | People & Compensation Committee assesses whether compensation practices increase risk-taking or risk to the Company, exercising its responsibilities under its charter and its important oversight role | | | Pay-for-performance philosophy | | | Emphasis on long-term compensation components to further align executives with the interests of stockholders | | | Active stockholder engagement on compensation topics | | | Stock ownership guidelines for CEO (6x annual base salary) and other named executive officers (3x annual base salary) | | | Clawback policy applicable to incentive-based compensation awards for our executive officers. |

  35. Compensation Governance Highlights

    | Things We Don’t Do | | | | 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 stockholder approval | | | No discounted stock option grants | | | No “evergreen” provisions in our equity compensation plans to increase shares available for issuance as equity awards | | | No “single trigger” change of control benefits. |

  36. 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. Provides our executives with incentives to achieve our long-term strategic goals and objectives approved by our board and to reward them for doing so. |

  37. ROLE OF PEOPLE & COMPENSATION COMMITTEE, MANAGEMENT AND COMPENSATION CONSULTANT

    ROLE OF PEOPLE & COMPENSATION COMMITTEE, MANAGEMENT AND COMPENSATION CONSULTANT Our People & Compensation Committee makes all compensation decisions regarding our named executive officers. Our People & Compensation Committee is charged with, among other things, the oversight of our human resources function and the responsibility of reviewing our executive compensation policies and practices (including that of our named executive officers) 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 People & Compensation Committee regarding salary adjustments, annual incentive bonus payments, cash LTIP awards, and equity incentive awards for such named executive officers. The People & 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 People & Compensation Committee with perspective into the performance of our executive officers in light of our business at a given point in time. While the People & Compensation Committee considers the chief executive officer’s reviews and recommendations, the People & 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 People & Compensation Committee’s independent compensation consultant, as further described below. As part of the 2024 compensation process, our People & 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 People & 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 People & Compensation Committee or its chair before any services are provided. Prior to engaging Aon, our People & Compensation Committee considered the independence of Aon in accordance with the terms of the People & Compensation Committee’s charter and applicable regulations mandated by Nasdaq and the SEC. In total, fees paid to Aon during 2024 for services not related to Aon’s work with the People & Compensation Committee, such as commercial risk brokerage, were $306,973. Fees paid to Aon during 2024 for services related to recommending the amount and form of executive and director compensation were approximately $347,312. The decision to engage Aon for these other services was made by management, and the People & Compensation Committee approved such other services of Aon. After conducting this assessment, our People & Compensation Committee did not identify any conflicts of interest with respect to Aon and concluded that Aon was independent. In making determinations about executive compensation, the People & Compensation Committee believed that obtaining relevant market data was important, because it served as a reference point for making decisions and provided very helpful context. When making decisions about the structure and component mix of the executive compensation program, the People & Compensation Committee considered the structure and components of, and the amounts paid under, the executive compensation programs of other comparable peer companies, as derived from public filings and other sources.

  38. IV. PEER GROUP

    IV. PEER GROUP For 2024, our People & Compensation Committee identified certain peer group data with the assistance of Aon. The People & 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 People & 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 2024. 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 People & Compensation Committee also takes into consideration: • stage of development, • growth in revenue, and • stock price In general, the People & Compensation Committee accords less weight to market capitalization due in part to the number of factors that can influence and cause volatility in the trading price of the common stock of a company. In addition, the People & Compensation Committee views the consistency and robustness of the peer group over time as being very important. At the time the 2024 peer group was approved by the People & Compensation Committee in September 2023, based on analysis and recommendations from Aon, our market capitalization was positioned at approximately the 28th percentile of our peer group, and our projected 2023 year-ending revenues was positioned at approximately the 69th percentile of our peer group. Other factors considered to a lesser extent were as follows: (i) headcount, where we were positioned at the 52nd percentile of the approved peer group, (ii) 3-year revenue growth, where we were positioned at the 55th percentile, and (iii) 3-year relative total stockholder return (TSR), where we were positioned at the 28th percentile. The People & 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 People & 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. Where possible, the People & Compensation Committee prefers to maintain consistency in the peer group year-over-year and takes into consideration our future outlook and growth strategy in relation to companies proposed for inclusion or exclusion from the current peer group. Our peer group for 2024 compensation purposes was as follows:

  39. IV. PEER GROUP

    | Company Name | Ticker Symbol | Trailing 12-Month Revenue as of August 4, 2023 ($ miillions) | 30-Day Average Market Cap as of August 4, 2023 ($ billions) | | ACADIA Pharmaceuticals, Inc. | ACAD | $550.9 | $4.7 | | Alkermes plc | ALKS | 1,462.0 | 5.0 | | Amicus Therapeutics, Inc. | FOLD | 336.8 | 3.7 | | ANI Pharmaceuticals, Inc. + | ANIP | 358.7 | 1.0 | | Blueprint Medicines Corporation | BPMC | 225.6 | 3.5 | | CareDx, Inc. | CDNA | 319.6 | 0.6 | | Corcept Therapeutics, Inc. | CORT | 428.2 | 2.5 | | Dynavax Technologies | DVAX | 459.4 | 1.8 | | Exelixis, Inc. | EXEL | 1,714.3 | 6.4 | | Halozyme Therapeutics, Inc. | HALO | 705.0 | 5.5 | | Ionis Pharmaceuticals, Inc. | IONS | 576.0 | 5.9 | | Ironwood Pharmaceuticals, Inc. | IRWD | 417.1 | 1.7 | | Natera, Inc. | NTRA | 931.0 | 5.4 | | Organogenesis Holdings, Inc. | ORGO | 461.4 | 0.5 | | PTC Therapeutics, Inc. | PTCT | 818.7 | 3.0 | | Sarepta Therapeutics, Inc. | SRPT | 1,003.4 | 10.0 | | Supernus Pharmaceuticals, Inc. | SUPN | 668.5 | 1.7 | | Travere Therapeutics, Inc. | TVTX | 226.1 | 1.2 | | Ultragenyx Pharmaceutical, Inc. | RARE | 402.9 | 3.0 | | United Therapeutics Corporation | UTHR | 2,110.9 | 11.0 | | Pacira | PCRX | 669.2 | 1.7 |

  40. IV. PEER GROUP

    + Company added to peer group for 2024 For 2024, the People & Compensation Committee removed Emergent BioSolutions, Inc. due to their revenues and market capitalization now falling significantly outside the peer group criteria, and added ANI Pharmaceuticals, Inc. due to being aligned to most or all the peer criteria and being potential executive talent competitors.

  41. Annual Incentive Bonuses

    Annual Incentive Bonuses The People & 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 People & 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. The Company’s performance goals include those that are both financial and non-financial in nature, while individual performance goals are assessed based on the executive’s performance vis a vis both the Company’s performance goals as well as individual and departmental goals. Company and Individual performance is capped at 150% achievement for each goal. No named executive officer achieved this maximum level of performance for any goal during 2024, which highlights the rigorousness of the Company’s performance goals. These annual incentive bonuses are short-term and variable in nature and are separate from amounts earned under the cash LTIP, as discussed below.

  42. 2024 ANNUAL INCENTIVE BONUS TARGETS AND PAYOUTS

    2024 ANNUAL INCENTIVE BONUS TARGETS AND PAYOUTS For 2024, the targets for our named executive officers and actual payouts were as follows:

  43. 2024 ANNUAL INCENTIVE BONUS TARGETS AND PAYOUTS

    | | 2024 Annual Incentive Bonus (as a Percentage of Base Salary)(1)(2) | | Named Executive Officer | Target | | Frank Lee | 85% | | David Stack(3) | 85% | | Shawn Cross(3) | 50% | | Lauren Riker | 50% | | Charles A. Reinhart, III(3) | 50% | | Kristen Williams | 50% | | Daryl Gaugler | 50% | | Jonathan Slonin | 50% |

  44. 2024 ANNUAL INCENTIVE BONUS TARGETS AND PAYOUTS

    (1) The corresponding amounts earned for the 2024 annual incentive bonus are included in the “Bonus” column of the Summary Compensation Table, which can be found on page 77. (2) The Company’s performance was achieved at 90% for its named executive officers in 2024. Please see “2024 Corporate Dashboard and Performance” below for more information. (3) Messrs. Stack, Reinhart, and Cross received a bonus for their pro rata length of employment during 2024. Additionally, for 2024, the weight of our named executive officers individual performance and the Company’s performance were as follows:

  45. 2024 ANNUAL INCENTIVE BONUS TARGETS AND PAYOUTS

    | | 2024 Annual Incentive Bonus Company vs. Individual Performance Weighting | | | Named Executive Officer | Company Performance | Individual Performance | | Frank Lee(1) | 100% | ―% | | David Stack(1) | 100% | ―% | | Shawn Cross | 75% | 25% | | Lauren Riker | 75% | 25% | | Charles A. Reinhart, III | 75% | 25% | | Kristen Williams | 75% | 25% | | Daryl Gaugler | 75% | 25% | | Jonathan Slonin | 75% | 25% |

  46. 2024 ANNUAL INCENTIVE BONUS TARGETS AND PAYOUTS

    (1) Messrs. Lee and Stack do not have an individual performance rating as Chief Executive Officer. Their annual incentive bonuses are entirely tied to company performance. Our People & Compensation Committee assesses the achievement of corporate and individual goals and performance at the end of each fiscal year to determine 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 2024 annual incentive bonus was paid at a corporate factor 90% of target, which reflects the Company’s 2024 operational and financial performance. The People & Compensation Committee approved the Company’s annual incentive bonuses at a corporate factor of 90% of target for all named executive officers, reflecting the fact that we: • achieved our revenue targets while implementing significant organization changes required to lay the foundation for future growth; received FDA approval of our sNDA for an enhanced, large-scale manufacturing suite for EXPAREL at our Science Center Campus in San Diego, California; were granted RMAT designation for PCRX-201 (enekinragene inzadenovec), our novel, intra-articular HCAd gene therapy product candidate. RMAT designation is a dedicated program designed to expedite the development and review processes for promising therapies—including genetic therapies—that are intended to treat, modify, reverse, or cure a serious or life-threatening disease or condition, and for which preliminary clinical evidence indicates that the drug or therapy has the potential to address an unmet medical need; • obtained six new Orange Book-listed patents for EXPAREL, including the first patent from a new family of EXPAREL patents produced by the enhanced larger-scale manufacturing process in San Diego, California that provides patent protection for EXPAREL into July 2044; • completed a private placement of $287.5 million in aggregate principal amount of 2029 Notes and used part of the net proceeds from the issuance of the 2029 Notes to repurchase $200.0 million in aggregate principal amount of our 0.750% convertible senior notes due 2025; • obtained from CMS a permanent product-specific HCPCS J-code for EXPAREL (J0666) that became effective January 1, 2025. • obtained from CMS confirmation that both EXPAREL and iovera° qualify as eligible non-opioid pain management products under the NOPAIN Act. • Received 510(k) clearance from the FDA for a new iovera° Smart Tip designed to access the medial branch nerves to administer a medial branch block to manage chronic low back pain. Despite the multiple accomplishments described above, the People & Compensation Committee acknowledges that there was a loss to the Company’s market capitalization in 2024 and an adverse impact on stockholders due to the unfavorable outcome in the first of several Hatch-Waxman Act patent lawsuits (the “Paragraph IV patent litigation”) while still acknowledging that this litigation, along with the Company’s broader intellectual property strategy, is a work in progress, and that additional legal actions and additional patents were anticipated in the coming years. In doing so, the People & Compensation Committee used its discretion to account for this significant event, and accordingly reduced the payout under the annual incentive bonus plan. Subsequently, in April 2025, these matters were favorably settled by the Company and the other parties to the litigation.

  47. 2024 Cash LTIP Targets and Earned Awards

    2024 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 stockholder return (“TSR”); and (ii) enhance executive retention in a highly competitive talent market. The People & 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 with the 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 the relative TSR feature that further aligns our executives with stockholders, 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 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. The two financial metrics of net revenue and adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) (as defined below) are intended to drive topline growth and increased profitability, respectively. The result is then multiplied by a relative TSR component, as further explained below. In setting the performance metric levels, our People & Compensation Committee chose target goals that it considered rigorous and challenging and that took into account the relevant risks and opportunities, and our business objectives. In particular, our People & Compensation Committee reviewed the relevant financial objectives set as a result of the development of the fiscal year budget, considering various risks of achieving specific actions that underlie the targets, the implied performance relative to prior years, and risks associated with various macroeconomic factors. 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 People & 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, and can range from anywhere between 0% and 225% of target. For 2024, the cash LTIP targets for our named executive officers were as follows:

  48. 2024 Cash LTIP Targets and Earned Awards

    | Named Executive Officer | 2024 Cash LTIP Target (as a Percentage of Base Salary) | 2024 Cash LTIP Target Award ($)(1) | | Frank Lee | 85% | $762,900 | | David Stack(2) | N/A | N/A | | Shawn Cross(3) | N/A | N/A | | Lauren Riker | 50% | $187,400 | | Charles A. Reinhart, III(4) | N/A | N/A | | Kristen Williams | 50% | $259,800 | | Daryl Gaugler | 50% | $256,000 | | Jonathan Slonin | 50% | $267,500 |

  49. 2024 Cash LTIP Targets and Earned Awards

    (1) Represents the targeted award at 100% achievement. Actual amounts earned for 2024 are presented in the Summary Compensation Table appearing on page 77 and are shown below on page 68. (2) In September 2023, Mr. Stack informed the board that he intended to retire following the appointment of his successor as CEO, which occurred when Mr. Lee was appointed CEO on January 2, 2024. As such, Mr. Stack did not participate in the cash LTIP program for 2024. (3) Mr. Cross was appointed CFO on October 21, 2024. As such, Mr. Cross did not participate in the cash LTIP program for 2024. (4) On February 26, 2024, the Company and Charles A. Reinhart, III, the Company’s former CFO, agreed that he would depart the Company, effective September 30, 2024. As such, Mr. Reinhart did not participate in the cash LTIP program for 2024. The cash LTIP performance metrics for the 2024 performance year were as follows(1):

  50. 2024 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 $662.2m | 100% of Target $697.0m | 105% of Target $731.9m | 99.0% of Target $689.9m | | Adjusted EBITDA(3) | | 50% | 90% of Target $210.6m | 100% of Target $234.0m | 110% of Target $257.4m | 96.0% of Target $224.7m |

  51. 2024 Cash LTIP Targets and Earned Awards

    (1) The 2024 cash LTIP targets exclude $1.7 million of net adjustments related to net revenues and cost of goods sold for sales to our third-party partner for our bupivacaine liposome 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 27, 2025 or in this proxy statement, including “Appendix A—Reconciliation of U.S. GAAP Net Income (Loss) 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 to net loss, the most directly comparable GAAP financial measure, 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 or us in other contexts, including due to the fact that for purposes of the cash LTIP, adjusted EBITDA includes 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. In 2024, adjusted EBITDA for calculating performance under the cash LTIP also included adjustments to GAAP net loss by adding back interest expense, income tax expense, depreciation expense, amortization of acquired intangible assets, restructuring charges, acquisition- related charges, a loss on termination of a lease, stock-based compensation, former CEO transition costs, and a goodwill impairment, and by subtracting interest income, changes in the fair value of contingent consideration, and a gain on the early extinguishment of debt. 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 relative TSR component. The relative TSR component 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:

  52. 2024 Cash LTIP Targets and Earned Awards

    | Percentile Ranking | ≤ 50th | 55th | 60th | 65th | 70th | ≥ 75th | Result 12.0th | | Payout Component | 100% | 110% | 120% | 130% | 140% | 150% | 100% |

  53. 2024 Cash LTIP Targets and Earned Awards

    Note: Performance and payouts in between levels is calculated on a straight-line basis. For the 2024 cash LTIP performance period, the People & Compensation Committee certified a total payout of 85.0%(1) of target. The achievement levels and associated payouts are shown in the table and graphs below:

  54. 2024 Cash LTIP Targets and Earned Awards

    | Performance Metric or TSR | Performance Level | Result | Payout Achieved | | Net revenue | 99.0% | $689.9 million | 89.8% | | Adjusted EBITDA | 96.0% | $224.7 million | 80.2% | | Relative TSR | 12.0th Percentile | 12.0th Percentile | 100% |

  55. 2024 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 85.0%, and multiplying by the TSR component of 100.0% yields the 85.0% earned payout percentage. For the 2024 LTIP performance period, the named executive officers earned the following payouts pending the completion of a three-year vesting period which runs through December 31, 2028 and continued service.

  56. 2024 Cash LTIP Targets and Earned Awards

    | Name | LTIP Payout ($) | | Frank Lee | 648,240 | | David Stack(1) | ― | | Shawn Cross(1) | ― | | Lauren Riker | 159,191 | | Charles A. Reinhart, III(1) | ― | | Kristen Williams | 220,751 | | Daryl Gaugler | 217,523 | | Jonathan Slonin | 227,295 |

  57. 2024 Cash LTIP Targets and Earned Awards

    Messrs. Stack and Reinhart did not participate due to their departures, and Mr. Cross did not participate as he began employment with the Company on October 21, 2024.

  58. 2024 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 People & Compensation Committee. These earned payouts 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). |

  59. 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 motivate and incentivize our named executive officers: 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; and 4. further our goal of executive retention. All equity incentive awards granted to our named executive officers are approved by our People & 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. The People & Compensation Committee designed the long-term incentive opportunity to motivate and reward our executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to stockholders. For 2024, the People & Compensation Committee determined that 100% RSUs were the best vehicle to use for grants to our existing named executive officers, as they motivate and incentivize our named executive officers because they have upside potential but also provide a retentive benefit and encourage our executives to focus on the long-term success of the Company because they deliver some value even during periods of stock price underperformance, while also reinforcing an ownership culture and commitment to Pacira. Please also see “Compensation in Connection with Leadership Transitions” below. The equity awards granted to our named executive officers in 2024, along with their grant date fair values, were as follows:

  60. Equity Incentive Awards

    | Named Executive Officer | Stock Options (#)(1) | Stock Options Grant Date Fair Value ($)(2) | RSUs (#)(1) | RSUs Grant-Date Fair Value ($)(2) | | Frank Lee | 692,512 | 9,607,331 | 99,520 | 3,184,640 | | David Stack(3) | ― | ― | ― | ― | | Shawn Cross | 200,000 | 1,347,228 | 75,000 | 1,242,750 | | Lauren Riker | ― | ― | 21,360 | 612,605 | | Charles A. Reinhart, III(3) | ― | ― | 12,220 | 350,470 | | Kristen Williams(4) | ― | ― | 88,000 | 2,606,742 | | Daryl Gaugler(4) | ― | ― | 88,000 | 2,606,742 | | Jonathan Slonin | 10,000 | 131,038 | 59,300 | 1,717,324 |

  61. Equity Incentive Awards

    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. During 2024, Messrs. Lee and Cross received stock options in connection with their commencement of employment, and Dr. Slonin received stock options in connection with his promotion to Chief Medical Officer. For more information on Dr. Slonin’s promotional grants, see "Jonathan Slonin Promotion to Chief Medical Officer" below. (2) Amounts reflect the aggregate grant date fair value of grants made in each respective fiscal year computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718, Stock Compensation). Assumptions used in the calculations of these amounts are included in Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. (3) Mr. Stack did not receive any equity grants in 2024 due to his retirement and Mr. Reinhart’s RSU grant was planned at 25% of the intended targeted value due to his agreed departure date of September 30, 2024. (4) Included in the RSU grants to each of Ms. Williams and Mr. Gaugler is a retention RSU grant of 33,700 RSUs to each individual made in February 2024 that have a two-year cliff-vest occurring on February 1, 2026. For more information, see “Retention Equity Grants to Kristen Williams and Daryl Gaugler” below.

  62. Compensation in Connection with Leadership Transitions

    Compensation in Connection with Leadership Transitions Frank D. Lee, Chief Executive Officer On December 20, 2023, the board appointed Frank D. Lee as Chief Executive Officer of the Company and as a member of the board, in each case, effective January 2, 2024. Pursuant to his employment agreement, Mr. Lee’s initial annual base salary was $900,000 per year. Mr. Lee also participated in the Company’s annual cash incentive bonus program for executive officers, with his initial annual incentive target set at 85% of his annual base salary. In addition, Mr. Lee participated in the Company’s cash LTIP for executive officers. To induce Mr. Lee to accept our offer of employment, he also received an initial grant of 692,512 stock options and an RSU grant for 99,520 shares of the Company’s common stock. He is entitled to participate in the Company’s other benefit programs generally available to employees of the Company. Additionally, Mr. Lee received a $900,000 one-time lump sum relocation bonus to cover reasonable costs and expenses associated with Mr. Lee’s relocation from Massachusetts to California. To determine an appropriate compensation package for Mr. Lee, the board and the People & Compensation Committee considered competitive market data from both the Company’s approved peer group and data validated from recently hired CEOs for similarly-sized commercial biopharmaceutical companies. To align Mr. Lee’s target total compensation with stockholder interests, his total target direct compensation was positioned at the 50th percentile, his pay mix was heavily weighted towards long-term incentives, and 75% of the fair value of his new hire equity grant was delivered in time-vesting stock options, for which Mr. Lee will only realize compensation to the extent that the fair value of our common stock is greater than the exercise price of such stock options. Shawn Cross, Chief Financial Officer On October 16, 2024, the board appointed Shawn Cross to serve as the Chief Financial Officer of the Company, effective October 21, 2024. Mr. Cross’s initial annual base salary was $525,000 per year. Mr. Cross is entitled to participate in the Company’s annual cash incentive bonus program for executive officers, and his initial annual incentive target was set at 50% of his annual base salary. Beginning in 2025, Mr. Cross will be eligible to participate in the Company’s cash LTIP for executive officers. Mr. Cross received an initial equity grant of 200,000 stock options and an initial RSU grant for 75,000 shares of the Company’s common stock. He is entitled to participate in the Company’s other benefit programs generally available to employees of the Company. David Stack, Former Chief Executive Officer On September 20, 2023, David Stack informed the board that he intended to retire as Chief Executive Officer of the Company and as Chairman and a member of the board effective immediately following the appointment of his successor as Chief Executive Officer in order to ensure a smooth transition of leadership. In connection with his retirement and the services Mr. Stack will provide during the transition period, the Company (though its operating subsidiary) and Mr. Stack entered into the Retirement Agreement. For more information, please see “Related Person Transactions” on page 36 and “Compensation Tables — Potential Payments Upon Termination or Change of Control — David Stack Retirement” on page 86. Charles A. Reinhart, III, Former Chief Financial Officer On February 26, 2024, the Company and Charles A. Reinhart, III, the Company’s former Chief Financial Officer, agreed that Mr. Reinhart would depart the Company, effective September 30, 2024. For more information, please see “Compensation Tables — Potential Payments Upon Termination or Change of Control — Charles A. Reinhart, III Departure” on page 86. Lauren Riker, Interim Chief Financial Officer On September 26, 2024, Lauren Riker, the Company’s Senior Vice President of Finance and principal accounting officer was appointed interim Chief Financial Officer of the Company (including as principal financial officer and continuing as principal accounting officer for SEC reporting purposes), effective October 1, 2024. As an executive officer of the Company, Ms. Riker had an existing executive employment agreement. Ms. Riker’s annual base salary was $374,700 per year, which was not adjusted in connection with her appointment as interim Chief Financial Officer. Ms. Riker participated in the Company’s annual cash incentive bonus program for executive officers, with her annual incentive target set at 50% of her annual base salary, which was not adjusted in connection with her appointment as interim Chief Financial Officer. Ms. Riker also a participated in the Company’s cash LTIP, and her incentive target for such program was also not adjusted in connection with her appointment as interim Chief Financial Officer. In connection with her appointment as interim Chief Financial Officer, Ms. Riker received a $75,000 bonus which is repayable to the Company in the event that, within one year of payment, Ms. Riker’s employment is terminated for “cause” or she resigns for any reason other than “good reason” (each term as defined in her executive employment agreement). Ms. Riker participates in the Company’s other benefit programs generally available to employees of the Company. Retention Equity Grants to Kristen Williams and Daryl Gaugler In February 2024, in recognition of the fact that there was a need to retain critical executive talent with the appointment of a new CEO and in recognition of a heightened workload associated with the transition to a new CEO leading up to and after his appointment, the People & Compensation Committee awarded a retention equity grant to each of Kristen Williams, Chief Administrative Officer and Secretary, and Daryl Gaugler, at the time the Company’s Chief Operating Officer. Each of Ms. Williams and Mr. Gaugler received an RSU grant of 33,700 shares of the Company’s common stock that have a two-year cliff-vest occurring on February 1, 2026. In making these retention grants, the People & Compensation Committee considered competitive market data for life sciences companies with a similar fact pattern as well as the criticality of Ms. Williams and Mr. Gaugler to the Company and the need to retain their leadership during a period of transition. Jonathan Slonin Promotion to Chief Medical Officer In December 2023, Jonathan Slonin was promoted to Chief Medical Officer. Dr. Slonin received 10,000 stock options and 5,000 RSUs for his promotion to Chief Medical Officer. In the case of promotional grants, the Company’s practice is to grant such awards in the month following the promotion, which, in Dr. Slonin’s case, was January 2024. The stock options vest as to 25% of the option shares on January 3, 2025 and vest as to the remaining shares in successive equal quarterly installments over the subsequent three years. The RSU shares vest as to 25% of the shares in four equal annual installments, beginning on January 2, 2025. All vesting is subject to Dr. Slonin remaining in continuous service with the Company at each vesting date.

  63. Policies and Practices Related to the Timing of Equity Awards

    Policies and Practices Related to the Timing of Equity Awards It has been the People & Compensation Committee’s long-standing practice to grant equity awards pursuant to a set cadence. New hire or promotion equity awards are typically granted on the first day of the month following the employee’s start date or promotion in the case of RSUs or the second trading day of the month following the employee’s start date or promotion in the case of stock options. Newly appointed directors receive a stock option grant on their date of appointment to the Board. Regardless, all equity awards are approved on or before the date of grant. Additionally, the Company typically grants stock options and RSUs to its directors at its June board meeting, which historically has been the day following the annual meeting of stockholders—a date determined (in most cases) nine-to-twelve months in advance. The grant date for those awards has historically been the date of the June board meeting. Prior to 2025, the Company would also grant annual equity awards to its named executive officers and other employees on this date, although it shifted this date to February in 2025 for this population to better align the performance review process with compensation decisions related to the Company’s annual performance and pay review cycle. The Company intends to grant these annual equity awards to employees in February on a go-forward basis. The grant price of a stock option is the closing price of the Company’s common stock on the Nasdaq Global Select Market on the date of grant. The grant price of an RSU is the closing price of the Company’s common stock on the Nasdaq Global Select Market on the date of grant, or the previous trading day if the date of the RSU grant falls on a weekend or market holiday. All equity grants require approval by the board or the People & Compensation Committee (or the Chief Executive Officer on behalf of the People & Compensation Committee for grants made to employees with a title of Vice President or below, provided that such grants are reviewed periodically by the People & Compensation Committee). It is the People & Compensation Committee’s philosophy that maintaining a consistent and formulaic grant practice, based on both its long-standing cadence and board meeting dates that are set in advance, is in the best interests of the Company and its stockholders. Any deviation from these practices is at the discretion of the board or the People & Compensation Committee. While the People & Compensation Committee has discretionary authority to grant equity awards outside of the cycle described above, it does not have a practice or policy of granting equity awards in anticipation of the release of material non-public information and, in any event, we do not time the release of material non-public information in coordination with grants of equity awards in a manner that intentionally affects the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of our equity awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the People & Compensation Committee has historically granted such awards on a predetermined schedule. Pursuant to Item 402(x) of Regulation S-K, the following table includes information related to stock options awarded to our named executive officers during 2024 within four business days before the filing of the Company’s annual report on Form 10-K, a periodic report on Form 10-Q, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information and ending one business day after the filing or furnishing of such report.

  64. Policies and Practices Related to the Timing of Equity Awards

    | Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award ($/sh) | Grant Date Fair Value of the Award ($) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information (%) | | Frank Lee | 1/3/2024 | 692,512 | $32.07 | $9,607,331 | 6.9% | | Jonathan Slonin | 1/3/2024 | 10,000 | $32.07 | $131,038 | 6.9% | | Shawn Cross | 11/4/2024 | 200,000 | $16.45 | $1,347,228 | 2.4% |

  65. 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 People & 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.

  66. 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.

  67. Compensation Tables—Contents

    | 77 | COMPENSATION TABLES | | 77 | Summary Compensation Table | | 78 | Grants of Plan-Based Awards Table | | 79 | Outstanding Equity Awards at Fiscal Year-End Table | | 81 | Option Exercises and Stock Vested Table |

  68. Compensation Tables—Contents

    | 81 | Non-Qualified Deferred Compensation Plan | | 83 | Employment Agreements, Severance, and Change of Control Arrangements | | 85 | Potential Payments Upon Termination or Change of Control |

  69. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information regarding compensation earned for services rendered during fiscal years 2024, 2023, and 2022 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 2024. We refer to these individuals as our “named executive officers.”

  70. 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 ($) | | Frank Lee Chief Executive Officer(5) | 2024 | 896,539 | 688,500 | 3,184,640 | 9,607,331 | 648,240 | 919,097 | 15,944,347 | | David Stack Former Chief Executive Officer(6) | 2024 | 634,038 | 2,188 | ― | ― | ― | 91,152 | 727,378 | | | 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 | | Shawn Cross Chief Financial Officer(7) | 2024 | 100,962 | 48,563 | 1,242,750 | 1,347,228 | ― | 3,722 | 2,743,225 | | Lauren Riker Former Interim Chief Financial Officer(8) | 2024 | 374,560 | 271,718 | 612,605 | ― | 159,191 | 20,833 | 1,438,907 | | Charles A. Reinhart, III Former Chief Financial Officer(9) | 2024 | 374,173 | 172,258 | 350,470 | ― | ― | 387,643 | 1,284,544 | | | 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 | | Kristen Williams Chief Administrative Officer and Secretary | 2024 | 519,262 | 246,810 | 2,606,742 | ― | 220,751 | 15,609 | 3,609,174 | | | 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 | | Daryl Gaugler Executive Vice President, Commercial Operations(10) | 2024 | 511,808 | 236,800 | 2,606,742 | ― | 217,523 | 20,833 | 3,593,706 | | | 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 | 2024 | 535,000 | 247,438 | 1,717,324 | 131,038 | 227,295 | 20,833 | 2,878,928 | | | 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 |

  71. 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. In 2024, amounts include a one-time bonus in the amount of $75,000 to Ms. Riker in connection with her appointment as interim Chief Financial Officer, which is repayable to the Company in the event that, within one year of payment, Ms. Riker’s employment is termination for “cause” or she resigns for any reason other than “good reason” (each term as defined in her amended and restated executive employment agreement). These amounts are in addition to amounts earned as an annual Targeted Incentive Bonus. (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 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. 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 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. In 2024, amounts include a $900,000 one-time lump sum relocation bonus to cover Mr. Lee’s reasonable costs and expenses associated with his relocation from Massachusetts to California, $80,000 in consulting fees for Mr. Stack, under a consulting agreement, and $372,675 to Mr. Reinhart, representing the continued payment of his base salary for nine months following his final day of employment (as of December 31, 2024, $114,600 of this amount had been paid to Mr. Reinhart). (5) Mr. Lee was appointed Chief Executive Officer effective January 2, 2024. (6) Mr. Stack announced his retirement in September 2023 and served as Chief Executive Officer and Chairman until January 1, 2024. (7) Mr. Cross was appointed Chief Financial Officer effective October 21, 2024. (8) Ms. Riker served as the Company’s Interim Chief Financial Officer from October 1, 2024 through October 20, 2024. (9) In February 2024, we and Mr. Reinhart agreed that he would depart the Company, effective September 30, 2024. (10) On January 16, 2025, Mr. Gaugler was named Executive Vice President, Commercial Operations, instead of his former title as Chief Operating Officer.

  72. 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 2024.

  73. 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) $ | | | | | | Frank Lee | Stock Option | 1/3/2024 | ― | ― | ― | ― | 692,512 | 32.07 | 9,607,331 | | | RSUs | 1/2/2024 | ― | ― | ― | 99,520 | ― | ― | 3,184,640 | | | Cash LTIP | 1/2/2024 | 381,450 | 762,900 | 1,716,525 | ― | ― | ― | ― | | David Stack(3) | N/A | ― | ― | ― | ― | ― | ― | ― | ― | | Charles A. Reinhart, III | RSUs | 6/12/2024 | ― | ― | ― | 12,220 | ― | ― | 350,470 | | Shawn Cross | Stock Option | 11/4/2024 | ― | ― | ― | ― | 200,000 | 16.45 | 1,347,228 | | | RSUs | 11/1/2024 | ― | ― | ― | 75,000 | ― | ― | 1,242,750 | | Lauren Riker | RSUs | 6/12/2024 | ― | ― | ― | 21,360 | ― | ― | 612,605 | | | Cash LTIP | 1/1/2024 | 93,700 | 187,400 | 421,650 | ― | ― | ― | ― | | Kristen Williams | RSUs(4) | 2/5/2024 | ― | ― | ― | 33,700 | ― | ― | 1,049,418 | | | RSUs | 6/12/2024 | ― | ― | ― | 54,300 | ― | ― | 1,557,324 | | | Cash LTIP | 1/1/2024 | 129,900 | 259,800 | 584,550 | ― | ― | ― | ― | | Daryl Gaugler | RSUs(4) | 2/5/2024 | ― | ― | ― | 33,700 | ― | ― | 1,049,418 | | | RSUs | 6/12/2024 | ― | ― | ― | 54,300 | ― | ― | 1,557,324 | | | Cash LTIP | 1/1/2024 | 128,000 | 256,000 | 576,000 | ― | ― | ― | ― | | Jonathan Slonin | Stock Option | 1/3/2024 | ― | ― | ― | ― | 10,000 | 32.07 | 131,038 | | | RSUs | 1/2/2024 | ― | ― | ― | 5,000 | ― | ― | 160,000 | | | RSUs | 6/12/2024 | ― | ― | ― | 54,300 | ― | ― | 1,557,324 | | | Cash LTIP | 1/1/2024 | 133,750 | 267,500 | 601,875 | ― | ― | ― | ― |

  74. 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 2024. For information relating to amounts actually earned under the cash LTIP in 2024, see page 68 as well as the column in the summary compensation table titled “non-equity incentive plan compensation” on Page 77. Payments of the amounts earned are subject to an additional three-year vesting period commencing after the performance year. (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 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. 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. All vesting is subject to the requirement that the named executive officer remains in continuous service with the Company at the vesting date. (3) Mr. Stack announced his retirement in September 2023 and served as Chief Executive Officer and Chairman until January 1, 2024. As a result, Mr. Stack was not granted any equity awards in 2024. Represents RSU grants to each of Ms. Williams and Mr. Gaugler as a retention grant of 33,700 RSUs made in February 2024 that have a two-year cliff-vest occurring on February 1, 2026. For more information, see “Compensation in Connection with Leadership Transitions” on page 71.

  75. 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, 2024.

  76. 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 ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(1) ($) | | Frank Lee | 1/2/2024 | — | — | — | — | 99,520 | 1,874,957 | | | 1/3/2024 | — | 692,512 | 32.07 | 1/3/2034 | — | — | | David Stack(4) | 6/14/2023 | — | — | — | — | 24,525(3) | 462,051 | | | 6/14/2023 | 92,027 | 153,373(2) | 38.74 | 8/31/2027 | — | — | | | 6/8/2022 | — | — | — | — | 10,750(3) | 202,530 | | | 6/8/2022 | 100,564 | 60,336 | 59.39 | 8/31/2027 | — | — | | | 6/9/2021 | — | — | — | — | 4,450(3) | 83,838 | | | 6/9/2021 | 116,726 | 16,674(2) | 60.96 | 8/31/2027 | — | — | | | 6/9/2020 | 275,000 | — | 47.65 | 8/31/2027 | — | — | | | 6/5/2019 | 142,100 | — | 43.54 | 8/31/2027 | — | — | | | 6/13/2018 | 170,250 | — | 38.35 | 8/31/2027 | — | — | | | 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 | — | — | | Charles A. Reinhart, III(5) | 6/14/2023 | 11,252 | — | 38.74 | 9/28/2025 | — | — | | | 6/8/2022 | 14,928 | — | 59.39 | 9/28/2025 | — | — | | | 6/9/2021 | 15,000 | — | 60.96 | 9/28/2025 | — | — | | | 6/9/2020 | 31,500 | — | 47.65 | 9/28/2025 | — | — | | | 6/5/2019 | 26,300 | — | 43.54 | 9/28/2025 | — | — | | | 6/13/2018 | 30,000 | — | 38.35 | 9/28/2025 | — | — | | | 6/14/2017 | 17,500 | — | 44.20 | 9/28/2025 | — | — | | | 12/7/2016 | 16,000 | — | 32.35 | 9/28/2025 | — | — | | | 5/3/2016 | 70,000 | — | 51.54 | 9/28/2025 | — | — | | Shawn Cross | 11/1/2024 | — | — | — | — | 75,000(3) | 1,413,000 | | | 11/4/2024 | — | 200,000 | 16.45 | 11/4/2034 | — | — | | Lauren Riker | 6/12/2024 | — | — | — | — | 21,360(3) | 402,422 | | | 6/14/2023 | — | — | — | — | 7,500(3) | 141,300 | | | 6/14/2023 | 9,377 | 15,623(2) | 38.74 | 6/14/2033 | — | — | | | 6/8/2022 | — | — | — | — | 2,924(3) | 55,088 | | | 6/8/2022 | 9,128 | 5,472(2) | 59.39 | 6/8/2032 | — | — | | | 1/4/2022 | 3,752 | 1,248(2) | 61.60 | 1/4/2032 | — | — | | | 1/2/2022 | — | — | — | — | 1,000(3) | 18,840 | | | 6/9/2021 | — | — | — | — | 650(3) | 12,246 | | | 6/9/2021 | 5,688 | 812(2) | 60.96 | 6/9/2031 | — | — | | | 6/9/2020 | 12,000 | — | 47.65 | 6/9/2030 | — | — | | | 6/5/2019 | 11,200 | — | 43.54 | 6/5/2029 | — | — | | | 6/13/2018 | 25,000 | — | 38.35 | 6/13/2028 | — | — | | | 6/14/2017 | 6,000 | — | 44.20 | 6/14/2027 | — | — | | | 12/7/2016 | 6,000 | — | 32.35 | 12/7/2026 | — | — | | | 6/15/2016 | 6,250 | — | 40.34 | 6/15/2026 | — | — | | | 6/3/2015 | 7,500 | — | 79.43 | 6/3/2025 | — | — |

  77. 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 ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(1) ($) | | Kristen Williams | 6/12/2024 | — | — | — | — | 54,300(3) | 1,023,012 | | | 2/5/2024 | — | — | — | — | 33,700(3) | 634,908 | | | 6/14/2023 | — | — | — | — | 8,212(3) | 154,714 | | | 6/14/2023 | 10,314 | 17,186(2) | 38.74 | 6/14/2033 | — | — | | | 6/8/2022 | — | — | — | — | 4,950(3) | 93,258 | | | 6/8/2022 | 15,500 | 9,300(2) | 59.39 | 6/8/2032 | — | — | | | 6/9/2021 | — | — | — | — | 1,750(3) | 32,970 | | | 6/9/2021 | 15,314 | 2,186(2) | 60.96 | 6/9/2031 | — | — | | | 6/9/2020 | 19,685 | — | 47.65 | 6/9/2030 | — | — | | | 6/5/2019 | 10,560 | — | 43.54 | 6/5/2029 | — | — | | | 6/13/2018 | 2,953 | — | 38.35 | 6/13/2028 | — | — | | | 6/3/2015 | 15,000 | — | 79.43 | 6/3/2025 | — | — | | Daryl Gaugler | 6/12/2024 | — | — | — | — | 54,300(3) | 1,023,012 | | | 2/5/2024 | — | — | — | — | 33,700(3) | 634,908 | | | 6/14/2023 | — | — | — | — | 7,500(3) | 141,300 | | | 6/14/2023 | 9,377 | 15,623(2) | 38.74 | 6/14/2033 | — | — | | | 6/8/2022 | — | — | — | — | 6,450(3) | 121,518 | | | 6/8/2022 | 18,628 | 11,172(2) | 59.39 | 6/8/2032 | — | — | | | 6/9/2021 | — | — | — | — | 1,500(3) | 28,260 | | | 6/9/2021 | 13,126 | 1,874(2) | 60.96 | 6/9/2031 | — | — | | | 7/2/2020 | 10,000 | — | 52.37 | 7/2/2030 | — | — | | | 6/9/2020 | 20,000 | — | 47.65 | 6/9/2030 | — | — | | | 7/2/2019 | 20,000 | — | 42.54 | 7/2/2029 | — | — | | Jonathan Slonin | 6/12/2024 | — | — | — | — | 54,300(3) | 1,023,012 | | | 1/2/2024 | — | — | — | — | 5,000(3) | 94,200 | | | 1/3/2024 | — | 10,000 | 32.07 | 1/2/2034 | — | — | | | 6/14/2023 | — | — | — | — | 8,212(3) | 154,714 | | | 6/14/2023 | 10,314 | 17,186(2) | 38.74 | 6/14/2033 | — | — | | | 6/8/2022 | — | — | — | — | 4,950(3) | 93,258 | | | 6/8/2022 | 15,500 | 9,300 | 59.39 | 6/8/2032 | — | — | | | 8/3/2021 | 8,125 | 1,875(2) | 60.79 | 8/3/2031 | — | — | | | 8/1/2021 | — | — | — | — | 1,250(3) | 23,550 | | | 6/9/2021 | — | — | — | — | 1,413(3) | 26,621 | | | 6/9/2021 | 12,371 | 1,766(2) | 60.96 | 6/9/2031 | — | — | | | 7/2/2020 | 35,500 | — | 52.37 | 7/2/2030 | — | — |

  78. 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 the next 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. As a result, Mr. Stack was not granted any equity awards in 2024, and, pursuant to his Retirement Agreement, his vested stock options expire on the earlier of August 31, 2027 or their original expiration date, whichever is sooner. On February 26, 2024, we and Mr. Reinhart agreed that he would depart the Company, effective September 30, 2024. The Company and Mr. Reinhart agreed that Mr. Reinhart would be eligible for the Company’s 2024 annual equity grant which was planned at 25% of the intended targeted value with a one-year cliff-vesting schedule and was delivered in RSUs. This grant vested in October 2024 when Mr. Reinhart became entitled to immediate vesting of the portion of his then-outstanding unvested stock options and time-based restricted stock units that would have become vested during the nine-month period following his departure per the terms of his employment agreement. Pursuant to the terms of his departure from the Company, Mr. Reinhart’s vested stock options expire on September 28, 2025.

  79. 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 2024.

  80. OPTION EXERCISES AND STOCK VESTED TABLE

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Frank Lee | — | — | — | — | | David Stack | — | — | 26,325 | 808,310 | | Shawn Cross | — | — | — | — | | Lauren Riker | — | — | 6,313 | 195,564 | | Charles A. Reinhart, III(2) | — | — | 26,845 | 553,063 | | Kristen Williams | — | — | 10,463 | 323,202 | | Daryl Gaugler | — | — | 9,225 | 284,960 | | Jonathan Slonin | — | — | 11,627 | 337,371 |

  81. 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. (2) Mr. Reinhart’s figures include the acceleration of 17,957 RSUs in October 2024 that would have vested during the nine-month period following his departure. The value realized on vesting of these RSUs was $278,513.

  82. 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.

  83. 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, 2024. David Stack and Charles A. Reinhart, III are not included in these tables because neither were employed by the Company as an executive officer as of December 31, 2024. Each of Mr. Stack’s payments in connection with his retirement from the Company and Mr. Reinhart’s payments in connection with his departure from the Company are described below. I.

  84. Pay Versus Performance

    Pay Versus Performance The People & 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 stockholder interests through a blend of short- and long-term measures. In 2024, incentive pay made up 94 percent of Frank D. Lee, our CEO’s target compensation and, on average, 82 percent of our other named executive officers’ target compensation (excluding Messrs. Stack and Reinhart who were known to be departing the organization and Ms. Riker, who was our interim CFO for approximately three weeks). 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.

  85. 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 2024, 2023, 2022, 2021 and 2020.

  86. PAY VERSUS PERFORMANCE TABLE

    | Year (a) | Summary Compensation Table Total for Frank Lee (b) | Summary Compensation Table Total for David Stack (c) | Compensation Actually Paid to Frank Lee (d) | Compensation Actually Paid to David Stack (e) | Average Summary Compensation Table Total for Non-PEO NEO’s (f) | Average Compensation Actually Paid to Non-PEO NEO’s (g) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) ($ m’s)(3) (j) | Adjusted EBITDA ($ m’s)(4) (k) | | | | | | | | | Total Shareholder Return(2) (h) | Peer Group Total Shareholder Return(1)(2) (i) | | | | 2024 | $15,944,347 | $727,378 | $10,192,134 | $(2,653,448) | $2,591,414 | $1,736,913 | $42 | $94 | $(99.6) | $223.9 | | 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 |

  87. 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. Included in net loss in 2024 was a $163.2 million goodwill impairment based upon an assessment that the fair value of goodwill was less than its carrying value. (4) The company selected measure is adjusted EBITDA, calculated and defined as described in the section on page 66 titled “2024 Cash LTIP Targets and Earned Awards”. The PEO and non-PEO NEOs included in the above compensation columns are as follows:

  88. PAY VERSUS PERFORMANCE TABLE

    | Year | PEOs | Non-PEO NEOs | | 2024 | Frank Lee; David Stack | Shawn Cross; Lauren Riker; Charles A. Reinhart, III; Kristen Williams; Daryl Gaugler; Jonathan Slonin | | 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 |

  89. PAY VERSUS PERFORMANCE TABLE

    The following table reconciles the amounts reported in the Summary Compensation Table (“SCT”) (columns (b) and (c) above) to the CAP (columns (d) and (e) above) to our PEOs, Frank Lee and David Stack, in the years presented:

  90. PAY VERSUS PERFORMANCE TABLE

    | | 2020 David Stack | 2021 David Stack | 2022 David Stack | 2023 David Stack | 2024 | | | Item | | | | | David Stack | Frank Lee | | SCT Total | $9,344,282 | $6,942,484 | $6,851,340 | $6,878,091 | $727,378 | $15,944,347 | | 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) | $— | $(12,791,971) | | 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 | $— | $7,039,758 | | 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) | $(2,281,005) | $— | | 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) | $(1,099,822) | $— | | 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 | $(2,653,448) | $10,192,134 |

  91. PAY VERSUS PERFORMANCE TABLE

    Stock and Option Award Valuations: Stock option grant date fair values are calculated based on the Black- Scholes option valuation 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 (f) above) to the average CAP (column (g) above) to our non-PEO NEOs (as listed above) in the years presented:

  92. PAY VERSUS PERFORMANCE TABLE

    | Item | 2020 | 2021 | 2022 | 2023 | 2024 | | SCT Total | $2,447,635 | $2,057,810 | $2,026,308 | $1,538,782 | $2,591,414 | | 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) | $(1,769,150) | | 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 | $1,390,072 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | $471,414 | $(101,546) | $(533,189) | $(192,610) | $(199,230) | | 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) | $(141,790) | | Plus: Fair Value as of Vesting Date of any Awards Granted and Vested in the Same Year | $— | $— | $— | $— | $31,589 | | Less: Fair Value at Prior Year-End of Stock and Option Awards Forfeited During the Covered Year | $— | $— | $— | $— | $(165,992) | | Compensation Actually Paid | $3,526,611 | $1,806,206 | $910,108 | $1,138,299 | $1,736,913 |

  93. 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, 2024 to Company Performance

  94. PAY VERSUS PERFORMANCE TABLE

    | | | | Most Important Financial Measures | Most Important Non-Financial Measures | | Total Net Revenues | Clinical Development | | Operating Expenses and Gross Margins | Pipeline Development Milestones | | Adjusted Earnings Per Share | Commercial Manufacturing Goals | | | People and Organizational Goals |

  95. PAY VERSUS PERFORMANCE: TOTAL SHAREHOLDER RETURN

    PAY VERSUS PERFORMANCE: TOTAL SHAREHOLDER RETURN The chart below compares the CAP to our PEOs 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 68, this index is the same one used in our cash LTIP plan.

  96. PAY VERSUS PERFORMANCE: NET INCOME (LOSS)

    PAY VERSUS PERFORMANCE: NET INCOME (LOSS) The chart below compares the CAP to our PEOs and the average CAP to our non-PEO NEOs with the Company’s net income (loss). 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. Included in net loss in 2024 was a $163.2 million goodwill impairment based upon an assessment that the fair value of goodwill was less than its carrying value.

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

    PAY VERSUS PERFORMANCE: ADJUSTED EBITDA (NON-GAAP) The chart below compares the CAP to our PEOs 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 or us in other contexts.

  98. CHIEF EXECUTIVE OFFICER Pay Ratio

    CHIEF EXECUTIVE OFFICER 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 2024, the annual total compensation for our chief executive officer, Frank D. Lee, was $15,944,347. The annual total compensation for our median employee (identified as disclosed below) was $233,124, resulting in a pay ratio of approximately 68:1.

  99. CHIEF EXECUTIVE OFFICER Pay Ratio

    | Selection of Determination Date | We selected October 2, 2024, as the “determination date” on which to determine our median employee. | | | Determination of Employee Population | As of October 2, 2024, our employee population consisted of 767 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, 2024 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 2024, (C) the estimated grant-date fair value of any equity awards granted during 2024, 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 2024 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 2024 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, 2024. This process resulted in the identification of an employee whose compensation was anomalous due to being a new hire in 2024. As a result, we substituted an employee near the median whose compensation was viewed as more representative. This calculation was performed for all of our employees, excluding Mr. Lee. | |

  100. CHIEF EXECUTIVE OFFICER Pay Ratio

    | Calculation of Annual Total Compensation | • We determined the median employee’s 2024 annual total compensation to be $233,124, which is the amount that would have been reported for our median employee in the “Total” column of our 2024 Summary Compensation Table if they had been a Named Executive Officer for fiscal 2024. • We determined the CEO’s 2024 annual total compensation to be $15,944,347. Mr. Lee served as the CEO from January 2, 2024 through the end of the year. For the CEO’s annual total compensation, we used the amount reported in the “Total” column for 2024 in the Summary Compensation Table included in this proxy statement. We did not further annualize Mr. Lee’s compensation for purposes of the pay ratio as he was appointed to the CEO position on the second day of 2024, and his compensation already reflects his full-year compensation. See the Summary Compensation Table “Total” column on page 77 of this proxy statement. |

  101. CHIEF EXECUTIVE OFFICER 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.

  102. CHIEF EXECUTIVE OFFICER Pay Ratio

    | PROPOSAL 4 | | Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve Executive Compensation |

  103. CHIEF EXECUTIVE OFFICER Pay Ratio

    | | The board unanimously recommends voting for a frequency period of 1-YEAR for future advisory votes to approve the compensation of our named executive officers. |

  104. CHIEF EXECUTIVE OFFICER Pay Ratio

    As required by Section 14A of the Exchange Act, we are asking stockholders to approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers. This proposal is commonly known as a “say on frequency” proposal. Our stockholders last voted on this matter at our 2019 annual meeting of stockholders. Stockholders may indicate whether they would prefer an advisory vote on executive compensation once every one, two or three years, or they may abstain from voting. The board has discussed and carefully considered the alternatives regarding the frequency of future advisory votes to approve the compensation of our named executive officers in an effort to determine the approach that would best serve the Company and its stockholders. Our board has considered several factors supporting an annual vote, including: • An annual say-on-pay vote is consistent with past practice, as we have been conducting an annual vote since 2013. • An annual say-on-pay vote provides us with immediate and direct input from our stockholders on our compensation principles and practices as disclosed in the proxy statement every year. • An annual say-on-pay vote provides frequent feedback from our stockholders, which is consistent with our efforts to seek input from our stockholders regarding corporate governance and our compensation philosophy. • The lack of an annual say-on-pay vote might make it more difficult for us to understand the outcome of a stockholder vote as to whether the stockholder vote pertains to the compensation disclosed in the current year proxy statement or pay practices over the previous year or two years. As a result, a frequency other than annual might make it more difficult for the board to understand and respond appropriately to the message being communicated by our stockholders. • Our stockholders voted to recommend an annual say-on-pay vote at our 2019 annual meeting of stockholders. After such consideration, the board believes that it is most appropriate to continue to conduct an advisory vote on the compensation of our named executive officers every year. The voting frequency option that receives the highest number of votes cast by the holders of shares of common stock present or represented by proxy and entitled to vote on the proposal will be deemed the frequency for the advisory vote to approve executive compensation that has been approved, on an advisory basis, by stockholders. The say on frequency vote is advisory and therefore will not be binding on the People & Compensation Committee, the board, or the Company. However, the People & Compensation Committee and board will review the voting results and take them into consideration when determining the frequency and timing of future say on pay votes.

  105. CHIEF EXECUTIVE OFFICER Pay Ratio

    | PROPOSAL 5 | | Approval of the Amended and Restated 2011 Stock Incentive Plan |

  106. CHIEF EXECUTIVE OFFICER Pay Ratio

    | | The board unanimously recommends voting FOR the approval of the Amended and Restated 2011 Stock Incentive Plan. |

  107. CHIEF EXECUTIVE OFFICER Pay Ratio

    Our 2011 Stock Incentive Plan (the “2011 Plan”) was originally adopted by our board of directors and approved by our stockholders in December 2010. An amendment and restatement of the 2011 Plan was approved by our stockholders at our annual meeting of stockholders in 2012, 2014, 2016, 2019, 2021 and again in 2023. On March 12, 2025, our board, upon recommendation of the People & Compensation Committee, adopted, subject to stockholder approval, an amendment and restatement of the 2011 Plan, which we refer to as the A&R 2011 Plan, to increase the number of shares of common stock authorized for grant by 2,500,000 newly reserved shares, resulting in an aggregate share authorization of up to 22,254,537 shares, of which the 2,500,000 newly reserved shares plus the remaining share pool of 390,405 (as of April 1, 2025) would be available for grant, as described below.