Pacira BioSciences Inc
For the period ended Jun 10, 2024. Filed Apr 29, 2025.
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Jun 10, 2024 · Filed Apr 29, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Definitive Proxy Statement
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Soliciting Material under §240.14a-12
PACIRA BIOSCIENCES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Pacira BioSciences, Inc. (Nasdaq: PCRX) delivers innovative, non-opioid pain therapies to transform the lives of patients.
The company’s long-acting local analgesic, EXPAREL® (bupivacaine liposome injectable suspension) was commercially launched in the United States in 2012. EXPAREL utilizes the company’s proprietary multivesicular liposome (pMVL) drug delivery technology that encapsulates drugs without altering their molecular structure and releases them over a desired period of time.
In 2019, Pacira acquired iovera®º, a handheld cryoanalgesia device used to deliver precise, controlled doses of cold temperature only to targeted nerves, and in 2021, Pacira acquired ZILRETTA® (triamcinolone acetonide extended- release injectable suspension), the first and only extended-release, intra-articular, corticosteroid injection indicated for the management of osteoarthritis knee pain.
| | | | | 2024 was a year of solid progress across the organization. We achieved record revenue of $701 million, executed significant clinical and regulatory developments, advanced our leadership in non-opioid pain therapies, and we see significant momentum for further value creation. As part of our steadfast commitment to transform the lives of patients, we expanded clinician access to our safe and effective opioid-sparing products by securing NOPAIN Act reimbursement for EXPAREL and ioveraº and by facilitating coverage of EXPAREL through the introduction of its new product-specific J-code. We also won the FDA’s first-ever RMAT designation in osteoarthritis for our promising and potentially transformative candidate PCRX-201, enabling us to accelerate its development and pathway to market. I believe our 5x30 strategy will create value for stockholders through two strategic imperatives: delivering growth in our commercial-based business and building an innovative pipeline. We’re already progressing on these initiatives with the acquisition of GQ Bio Therapeutics GmbH in February 2025. GQ Bio’s HCAd platform has generated encouraging clinical data with PCRX-201 and will further enhance our ability to address unmet patient needs. I am inspired by the hard work of our highly committed team and am confident in our ability to capitalize on the opportunities in front of us as we grow and transform even more patients’ lives through the delivery of our trusted products. | | | | | ||
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| | | | | | FRANK D. LEE Chief Executive Officer | | | | | |
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.
Adjusted EBIDA is a non-GAAP financial measure. See “Appendix A—Reconciliation of U.S. GAAP Net Income (Loss) to Adjusted EBITDA” for the definition of Adjusted EBITDA and a reconciliation to the most directly comparable GAAP measure.
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| | EXPAREL® (bupivacaine liposome injectable suspension) is an extended-release local anesthetic administered at the time of surgery to control pain and reduce or eliminate the use of opioids for acute postsurgical pain. EXPAREL turns off the body’s pain signals, numbing the area where surgery has occurred for several days following the procedure. EXPAREL is the only non-opioid, single-dose, long-acting local analgesic approved for infiltration, field block, interscalene brachial plexus nerve block, sciatic nerve block in the popliteal fossa, and adductor canal block. | | | | ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) is the first and only extended-release, intra-articular, corticosteroid injection indicated for the management of osteoarthritis knee pain. ZILRETTA employs a proprietary microsphere technology combining triamcinolone acetonide—a commonly administered, immediate-release corticosteroid—with a poly lactic-co- glycolic acid matrix to provide extended pain relief. | | | | The iovera®º system is a novel, FDA-approved non-opioid treatment that alleviates pain through a mechanism known as cryoanalgesia, which applies intensely focused cold therapy to a specific nerve to interrupt its ability to transmit a pain signal. Results can be felt immediately after ioveraº treatment with pain relief that can last three months, and in some cases longer, as the nerve regenerates over time. | |
FRANK D. LEE
Chief Executive Officer
To Our Stockholders,
2024 Accomplishments
We made considerable progress throughout 2024, which leaves us well-positioned for success in 2025 and beyond. We achieved record revenues of $701 million, the high end of our guided range. We secured separate Centers for Medicare & Medicaid Services (CMS) coverage and product-specific reimbursement codes for both EXPAREL and iovera. In the clinic, we reported compelling two-year data from our 72-patient Phase 1 study of PCRX-201, which also received the first ever Regenerative Medicine Advanced Therapy (RMAT) designation from the United States Food and Drug Administration (FDA) for a gene therapy product candidate. Importantly, we established a best-practice Commercial, Market Access, and Medical Powerhouse to drive topline growth.
We enter 2025 with a sharp focus on growth, operational excellence and a clear mission to deliver innovative, non-opioid pain therapies to transform the lives of patients. With a best-in-class commercial portfolio that is producing significant cash flow, we believe we are well equipped to extend our leadership in non-opioid pain management and transform Pacira into an innovative biopharmaceutical organization with a robust pipeline to support sustainable growth and enhanced value creation.
5x30 Strategy for Growth and Value Creation
In January 2025, we introduced our 5x30 path to becoming an innovative biopharmaceutical organization. We are confident that executing on this strategy will drive growth and value creation as a leader in musculoskeletal pain and adjacencies. The plan focuses on five key objectives that we intend to achieve by 2030:
Patients: More than three million patients treated per year
Product Revenue: Double-digit compounded annual growth rate
Profitability: Five percentage point gross margin improvement over 2024
Pipeline: Clinical pipeline expansion with five novel programs in development
Partnerships: Establish five partnerships including pipeline and commercial agreements
These objectives support two broad strategic priorities: accelerating growth in our strong commercial base business and advancing an innovative pipeline of potentially transformative assets, such as PCRX-201.
In conjunction with the objectives of our 5x30 strategy, the Board of Directors and management team will continue our disciplined approach to capital allocation. As part of this approach, we initiated a share repurchase plan in 2024, and we replaced this with a new and increased authorization of $300 million in April 2025, which is authorized through December 31, 2026.
We will continue to balance:
Investing in our cash-generating base business as guided by ROI metrics;
Supporting our development pipeline and innovative adjacencies; and
Applying a prudent approach to balance sheet management for the repayment of debt and return of capital to stockholders.
Maximizing Commercial Opportunities
As of January 1, 2025, the NOPAIN Act is in full effect, providing a reimbursement pathway for 18 million outpatient surgical procedures. Approximately six million of these procedures have CMS coverage and 12 million have commercial coverage.
Additionally, EXPAREL now has its own product-specific J-code with a reimbursement rate of the average selling price plus six percent. Securing this code was a particularly important milestone as it will expand patient access to best-practice opioid-sparing care. The J-code will streamline the reimbursement and billing process and is more likely to be recognized and covered by commercial payers.
Advancing an Innovative Pipeline
We are fully committed to becoming the therapeutic area leader in musculoskeletal pain and adjacencies. These are large markets significantly lacking innovation. Nearly one in four Americans are living with chronic pain and are seeking new interventions to address its underlying cause.
Our recently announced acquisition of GQ Bio directly aligns with our 5x30 strategy by adding an exciting, first-of-its-kind high-capacity adenovirus (HCAd) local-delivery platform for genetic medicines. This transaction also brings us a preclinical portfolio with disease-modifying potential in prevalent musculoskeletal diseases, as well as additional research and development talent.
PCRX-201 is the lead program from the HCAd platform, which we believe underscores the platform’s promise given PCRX-201’s encouraging data in osteoarthritis. Last year, we reported compelling results from a robust Phase 1 study of PCRX-201 in 72 patients with moderate to severe OA of the knee. A single intra-articular injection demonstrated unprecedented pain relief and durability across all levels of disease severity for at least two years.
Driving Growth and Creating Value
Looking ahead, we are excited to execute on our 5x30 strategy and believe we are well on our way to achieving a number of value-creating milestones as we maximize our commercial portfolio of three best-in-class opioid-sparing products and advance a pipeline of innovative pain relief solutions.
Thank you to everyone who contributed to Pacira’s success in 2024 and for your ongoing commitment to achieving our mission. I also greatly appreciate the continued support and encouragement of our loyal stockholders and partners. Together, we are continuing to make important strides for the benefit of millions of patients we serve who deserve better pain management solutions.
I look forward to the work ahead and to sharing more successes with you in the future.
All the best,
Chief Executive Officer
Laura Brege
Independent Board Chair
From the Chair of the Board
Dear Fellow Stockholders,
As a leader in the non-opioid pain management industry, we are proud to have delivered on another year of innovation to transform the lives of patients. Under Frank’s leadership, the management team completed a comprehensive portfolio review this year to launch our go-forward strategic plan in January 2025, the 5x30 plan, which we believe will accelerate our transition into an innovative biopharmaceutical and therapeutic area leader.
The recent refreshment of our executive team is a testament to the Board’s commitment to attracting best-in-industry talent to lead Pacira’s growth strategy, in conjunction with our ongoing succession planning process. In October 2024, we were pleased to welcome Shawn Cross as our new Chief Financial Officer. His more than 25 years of biotechnology and finance expertise has already supported Pacira in navigating our next phase of growth. We additionally welcomed Brendan Teehan as our new Chief Commercial Officer and Krys Corbett as Chief Business Officer in January 2025. Both executives are strengthening our business progression and initial execution of the 5x30 plan to grow our base commercial business and advance a robust pipeline.
As part of the Board’s ongoing refreshment, two independent directors, former Chair Paul Hastings and Andreas Wicki, retired in January 2025. We thank both Paul and Andreas for their invaluable contributions to the Board over the past two decades. Our Board is composed of highly qualified leaders who are committed to supporting Pacira’s mission and contribute expertise in skills critical to the oversight of Pacira’s execution of strategy, including R&D, M&A, human capital management, operations and finance. We are pleased to prioritize an active and ongoing refreshment process which has resulted in the appointment of four new independent directors in the past two years.
We appreciated the opportunity to engage with our stockholders and the Board continues to value open and transparent dialogue as we believe regular engagement allows us to better understand investor perspectives and viewpoints, ultimately enabling us to effectively shape our governance priorities and protect and represent our stockholders’ interests.
The Board remains confident in the strength of Pacira’s strategic priorities and the current leadership team’s ability to drive growth in markets of unmet need and to create value for all of our stakeholders.
On behalf of the entire Board of Directors, we thank you for your support.
Sincerely,
Independent Board Chair
VOTING MAP
| 1 | | | Election of Directors | | | | | | 4 | | | Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation | |
| The board of directors and the Nominating, Governance and Sustainability Committee believe that the three nominees for election as a Class II director (Marcelo Bigal, Frank D. Lee, and Alethia Young) to serve until the 2028 annual meeting of stockholders possess the necessary qualifications, experience, and skills to serve as directors and help advance the long-term value creation interests of all stockholders. Board Recommendation: FOR each nominee See page 16 for more information. | | | | | | Stockholders are being provided the opportunity to vote on how often they believe the Company should hold an advisory vote to approve executive compensation in the future. The frequency options are to hold the advisory vote to approve executive compensation annually, every two years, or every three years. Our board of directors and People & Compensation Committee believes that an annual advisory vote on executive compensation is the most appropriate policy for our stockholders, which is consistent with our current practice. Board Recommendation: 1-YEAR See page 96 for further information. | | ||||||
| 2 | | | Ratification of the Appointment of KPMG LLP as Independent Auditors | | | | | | 5 | | | Approval of our Amended and Restated 2011 Stock Incentive Plan | |
| The board of directors and the Audit Committee believe that retaining KPMG LLP to serve as the Company’s Independent Registered Accounting Firm for the year ending December 31, 2025 is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of KPMG LLP. Board Recommendation: FOR See page 42 for more information. 3 Advisory Vote to Approve Executive Compensation (“Say on Pay”) The Company is seeking a non-binding advisory vote to approve the compensation of its Named Executive Officers as described in the “Compensation Discussion and Analysis” section beginning on page 51 and the Compensation Tables beginning on page 77. Board Recommendation: FOR See page 50 for further information. | | | | | | The board of directors and the People & Compensation Committee is seeking a vote to approve an amendment to the Company’s Amended and Restated 2011 Stock Incentive Plan to increase the number of shares of common stock authorized for grant by 2,500,000 newly reserved shares. This share request is intended to cover one year’s worth of shares needed to grant to employees to both attract and retain talent, as the People & Compensation Committee believes it to be prudent to request one year’s worth of shares before pursuing another request in 2026, rather than a larger amount of shares to last multiple years. Board Recommendation: FOR See page 97 for further information. | | ||||||
| | | NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS OF PACIRA BIOSCIENCES INC. | |
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| | | | When June 10, 2025 1:30 PM Eastern Daylight Time | | | | | Where In person: Pacira Offices 5 Sylvan Way, Suite 300 Parsippany, NJ 07054 Virtually: Live webcast online at www.cesonlineservices.com/pcrx25_vm | | | | | Record Date Only stockholders of record at the close of business on April 17, 2025 are entitled to notice of, and to vote at, the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) or any adjournment thereof. | |
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| Items of Business · · · Board Recommendation · · · Page Reference · | ||||||||||
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| 1 | | | Election of three Class II directors to our board of directors to serve until the 2028 annual meeting of stockholders | | | FOR each nominee | | | 16 | |
| 2 | | | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 | | | FOR | | | 42 | |
| 3 | | | Approval, on an advisory basis, of the compensation of our named executive officers | | | FOR | | | 50 | |
| 4 | | | Advisory vote to approve the frequency of future advisory votes to approve the compensation of our named executive officers | | | 1-YEAR | | | 96 | |
| 5 | | | Approval of our Amended and Restated 2011 Stock Incentive Plan | | | FOR | | | 97 | |
| | | | Transact any other business properly brought before the Annual Meeting | | | | | | | |
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| | | | How to Vote YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend the Annual Meeting in-person or virtually, we encourage you to vote as soon as possible using one of the following methods. Have your Notice (as defined below), proxy card or voting instruction form with your control number and follow the instructions. | | |
| | | | | Internet | | | Telephone | | | Mobile Device | | | | | At the Annual Meeting | | |
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| | REGISTERED HOLDERS | | | www.cesvote.com | | | 1-888-693-8683 (toll-free) | | | Scan the QR code | | | Return a properly executed proxy card | | | In-person or virtually at www.cesonlineservices.com/pcrx25_vm. We strongly encourage you to vote online, by telephone or by mail prior to the Annual Meeting by following the instructions provided in your Notice or proxy card, even if you plan to attend the Annual Meeting in-person or virtually. Please note that in order to attend and vote at the Annual Meeting virtually, you must have pre-registered for the meeting no later than June 9, 2025 at 1:30 p.m., Eastern Daylight Time. Once you have pre-registered, you will receive a confirmation e-mail with information on how to attend and vote at the Annual Meeting. | |
| | | | | Internet | | | Telephone | | | Mobile Device | | | | | At the Annual Meeting | | |
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| | BENEFICIAL OWNERS (HOLDERS IN STREET NAME) | | | www.proxyvote.com | | | 1-800-454-8683 (toll-free) | | | Scan the QR code | | | Return a properly executed voting instruction form by mail, depending upon the method(s) your broker, bank, trustee, or other nominee makes available | | | In person or virtually at www.cesonlineservices.com/pcrx25_vm. However, we strongly encourage you to vote online, by telephone or by mail prior to the Annual Meeting by following the instructions provided in your Notice or voting instruction form, even if you plan to attend the Annual Meeting in-person or virtually. Since you are not a stockholder of record, you may not vote your shares at the Annual Meeting, whether you attend in-person or virtually, without obtaining a legal proxy from your broker, bank, trustee or other nominee or custodian. Please also note that in order to attend and vote at the Annual Meeting virtually, you must have pre-registered for the meeting no later than June 9, 2025 at 1:30 p.m., Eastern Daylight Time. Once you have pre-registered, you will receive a confirmation e-mail with information on how to attend and vote at the Annual Meeting. | |
| | DEADLINE | | | To vote prior to the Annual Meeting, your vote must be received by 11:59 p.m. Eastern Daylight Time on June 9, 2025, if you are a registered holder. If you are a beneficial owner, please refer to the information provided by your broker, bank or other nominee. | | ||||||||||||
Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares promptly as instructed in the Notice, or by voting by telephone or over the Internet, following the instructions set forth on your Notice, proxy card or voting instruction form.
Attending and Participating in the Annual Meeting
The board of directors (the “board”) of Pacira BioSciences, Inc. (“Pacira,” the “Company,” the “company,” “our,” “we” or “us”) has directed that the Annual Meeting be held as a “hybrid meeting” which means that we will host the Annual Meeting at our offices located at 5 Sylvan Way, Suite 300, Parsippany, NJ 07054, and also enable remote participation, including voting, via the Internet at www.cesonlineservices.com/pcrx25_vm. Stockholders will be able to vote and pose questions regardless of how they may choose to attend the Annual Meeting, by following the instructions applicable to them provided in this proxy statement.
To attend the Annual Meeting virtually and have the ability to vote and/or submit a comment or question, you must pre-register no later than 1:30 p.m. Eastern Daylight Time on June 9, 2025 using the instructions described below. Additional information on how you can attend and participate in the Annual Meeting is set forth under “Information About the Annual Meeting and Voting” in this proxy statement.
We have provided you with this notice of the Annual Meeting and proxy statement because the board is soliciting your proxy to vote at the Annual Meeting. This proxy statement contains information about the items to be voted on at the Annual Meeting and information about Pacira. This proxy statement is first being provided to our stockholders on or about April 29, 2025. Your vote is extremely important no matter how many shares you own. We strongly encourage you to carefully review the proxy materials and vote your shares promptly, even if you plan to attend the Annual Meeting in-person or virtually. Please note that in order to attend the Annual Meeting virtually, you will need to pre-register by 1:30 p.m. Eastern Daylight Time, on June 9, 2025. For more information, please see the section “Information About the Annual Meeting and Voting” in this proxy statement on page 114.
You can find more information, including our nominees for director and details regarding our independent registered public accounting firm, executive compensation and the Amended and Restated 2011 Stock Incentive Plan in the attached proxy statement.
The list of stockholders entitled to vote at the Annual Meeting will be available for examination by stockholders for any purpose germane to the Annual Meeting, upon request, for the 10 days prior to the Annual Meeting at our principal executive office, 2000 Sierra Point Parkway, Suite 900, Brisbane, California 94005.
Please read the enclosed information carefully before submitting your proxy.
By Order of the Board of Directors,
Chief Administrative Officer and Secretary
Pacira BioSciences, Inc.
2000 Sierra Point Parkway
Suite 900
Brisbane, California 94005
April 29, 2025
| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2025 | |
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This proxy statement and our Annual Report to stockholders are available atwww.viewourmaterial.com/pcrx
(registered holders) orwww.proxyvote.com (beneficial owners)
The notice of the Annual Meeting, this proxy statement and our Annual Report on Form 10-K are available on our website atinvestor.pacira.com. The information that appears on or is accessible through our website is not part of, and is not incorporated by reference into, this proxy statement. You can also view these materials atwww.viewourmaterial.com/pcrx (registered holders) orwww.proxyvote.com (beneficial owners) by using the control number provided on your proxy card.
| | | | Pursuant to rules adopted by the United States Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to our stockholders primarily over the Internet. We believe that this process expedites stockholders’ receipt of these materials, lowers the costs of our Annual Meeting, and reduces the environmental impact of mailing printed copies. | |
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Accordingly, on or about April 29, 2025, we first mailed to each of our stockholders, other than those who previously requested electronic or paper delivery, a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access and review the proxy materials, including the notice of the Annual Meeting, this proxy statement and our Annual Report on Form 10-K, on the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials and a proxy card or voting instruction form. If you received the Notice by mail or our proxy materials by e-mail, you will not receive a printed copy of the proxy materials unless you request one. If you received paper copies of our proxy materials, you may also view these materials on our website atwww.viewourmaterial.com/pcrx (registered holders) orwww.proxyvote.com (beneficial owners) by using the control number provided on your proxy card or voting instruction form.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.