Pacira BioSciences, Inc. appointed new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On September 20, 2023, David Stack informed the Board of Directors (the "Board") of Pacira BioSciences, Inc. (the "Company") that he intends to retire as Chief Executive Officer of the Company and as 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. The Board has engaged an executive search firm to assist in a comprehensive search for the Company's next chief executive officer.


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 a Transition and Retirement Agreement, dated September 20, 2023 (the "Retirement Agreement"). Pursuant to the Retirement Agreement, subject to execution and non-revocation of a customary release of claims against the Company, Mr. Stack will be entitled to: (i) continued payment of his base salary either as an executive officer or non-executive officer through September 1, 2024 (the "Retirement Date"); (ii) eligibility for cash bonus payments under the Company's short- and long-term incentive programs for 2023 and a pro-rata amount for 2024, subject to certain conditions; (iii) continued vesting of outstanding equity awards during Mr. Stack's continued service to the Company (including during the Consulting Period (as defined below)); (iv) the ability to exercise vested stock options for the lesser of (a) the stated term of the stock options and (b) twenty-four months following his cessation of service to the Company under the Consulting Agreement (as defined below); (v) continued health benefits for twelve months following the Retirement Date; and (vi) certain other benefits, including change of control benefits, expense reimbursement and payment of accrued vacation. The Retirement Agreement also contains customary provisions relating to indemnification, continued cooperation with the Company, and certain non-disparagement covenants.


The Company and Mr. Stack also agreed to enter into a Consulting Agreement to be effective September 1, 2024 (the "Consulting Agreement"), pursuant to which Mr. Stack will provide transition services to the Company from September 1, 2024 until August 31, 2025 (the "Consulting Period"). Pursuant to the Consulting Agreement, Mr. Stack will receive $20,000 per month for up to 15 hours of transition services each month during the Consulting Period. 


The foregoing summary of the Retirement Agreement does not purport to be complete and is subject to and is qualified in its entirety by the terms of the Retirement Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.