Sam Schlessinger
About Sam Schlessinger
Sam Schlessinger (age 43) is Executive Vice President and General Counsel of Assertio Holdings, Inc. (ASRT). He has served as EVP & General Counsel since March 1, 2025; previously SVP & General Counsel since July 2021; he became an executive officer in March 2022. He holds a B.A. in Mathematics (Pomona College) and a J.D. (University of Illinois) . Company performance context during his tenure includes 2024 product sales of $120.8M, operating cash flow of $26.4M, non-GAAP adjusted EBITDA of $17.1M, GAAP net loss of $(21.6)M, and a cumulative TSR proxy metric showing a $100 investment valued at $40 as of 2024 year-end .
| Metric (FY 2024) | Value |
|---|---|
| Net Product Sales | $120.8M |
| Operating Cash Flow | $26.4M |
| Adjusted EBITDA (non-GAAP) | $17.1M |
| GAAP Net Income (Loss) | $(21.6)M |
| Cumulative TSR (Value of $100 investment) | $40 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Assertio Holdings, Inc. | EVP & General Counsel | Mar 1, 2025 – Present | Executive legal leadership; member of executive officer team |
| Assertio Holdings, Inc. | SVP & General Counsel | Jul 2021 – Feb 2025 | Led legal function; executive officer since Mar 2022 |
| Assertio Holdings, Inc. | Vice President, Legal | Feb 2021 – Jun 2021 | Corporate legal management |
| Assertio Holdings, Inc. | Senior Counsel | May 2020 – Feb 2021 | Corporate/securities support |
| Axiom Law (outsourced to ASRT) | Corporate & Securities Counsel | 2019 – 2020 | Provided outsourced corporate and securities legal services to ASRT |
| Dentons LLP | Partner (Corporate) | 2015 – 2018 | Advised on M&A, buyouts/recaps, securities transactions |
| Dentons LLP | Associate (Corporate) | 2012 – 2015 | Corporate/M&A and securities transactions |
| McDermott Will & Emery LLP | Associate (Corporate) | 2006 – 2012 | Corporate associate roles |
External Roles
No external public company directorships or committee roles are mentioned in the Company’s executive officers biographies section reviewed for 2025. Schlessinger’s bio lists law firm roles and Axiom Law engagement prior to joining Assertio but does not disclose outside board service .
Fixed Compensation
- Individual base salary and target bonus percentages for Sam Schlessinger were not separately disclosed in the 2025 proxy as he was not a named executive officer (NEO). Assertio’s program provides executives with base salary and an annual cash bonus opportunity structured via a corporate performance scorecard, with NEO-specific figures disclosed for other executives .
Performance Compensation
Assertio ties executive annual bonuses (for NEOs) to a 50% weight on financial metrics and 50% on corporate business goals. For 2024, the Compensation Committee applied discretion, setting a 95% corporate payout multiplier. While Sam’s individual payout terms are not disclosed, the Company’s framework and 2024 results are as follows .
| Metric (2024) | Actual Result | Indicated Payout for Metric | Notes |
|---|---|---|---|
| Net Product Sales | $120.8M | 100% | Target set at $120.8M; payouts interpolate; achieved target |
| Operating Cash Flow | $26.4M | 200% | Max performance level achieved |
| Adjusted EBITDA | $17.1M | 0% | Below threshold |
| Corporate Business Goals | See below | 98% | Rolvedon/Indocin (100%), Growth/R&D (100%), People/Culture/Compliance (92%) |
| Corporate Payout Multiplier | — | 95% | Committee discretion applied; final multiplier 95% |
Equity Ownership & Alignment
| Topic | Company Policy / Status |
|---|---|
| Anti-hedging/pledging | Prohibits hedging (e.g., collars/swaps), pledging, margin purchases, and short sales; trading blackout compliance required |
| Stock ownership guidelines | NEO guidelines: 4x salary (CEO), 2x salary (other NEOs). Five-year compliance window; all NEOs and non-employee directors were in compliance as of 12/31/2024 |
| Clawback | Nasdaq-compliant clawback: recovers excess incentive comp after a restatement; discretionary recoupment for code-of-conduct or misconduct violations |
| Equity vesting norms | Annual grants typically mix RSUs and options vesting 1/3 per year over 3 years; 1-year minimum vesting under plan (limited exceptions) |
| Share pool, burn & overhang | 2024 burn rate 8.0% (grant basis) and 5.0% including forfeitures; proposed +8.2M shares (≈8.6% of outstanding) to 2014 Plan; pro forma overhang ≈21.1% if approved |
Employment Terms
Assertio maintains Management Continuity Agreements (MCAs) with each executive officer (excluding the short-term interim CEO arrangement in early 2024). As an EVP executive officer, Schlessinger is covered by these terms .
| Trigger | Cash Severance | Health Benefits | Bonus Treatment | Equity Treatment | Other |
|---|---|---|---|---|---|
| Change-in-Control (double-trigger): Involuntary termination without Cause/death/disability or Good Reason within 90 days pre- to 24 months post-CIC (non-CEO) | 1.5x base salary + 1.5x target bonus (lump sum) | Company-paid COBRA up to 18 months or eligibility end | Earned but unpaid prior-year bonus paid on normal schedule | 100% acceleration of unvested options, RSUs and other equity/long-term awards; if terminated pre-CIC and awards forfeited, a lump sum equal to forfeited award value | Outplacement up to $5,000/month for 3 months |
| Non-CIC Qualifying Termination (non-CEO) | 12 months’ base salary (salary continuation) | Company-paid COBRA up to 12 months or eligibility end | Earned but unpaid prior-year bonus paid on normal schedule | No automatic acceleration disclosed for non-CIC (contrast with prior CEO-specific terms); standard vesting continues only if employed | Outplacement up to $5,000/month for 3 months |
| Clawback applicability | — | — | Excess incentive comp subject to recovery under listing rules; misconduct-based recoupment at Board discretion | — | — |
Additional Notes on Role and Execution
- Executive officer history and legal leadership: Schlessinger advanced from Senior Counsel (May 2020) to VP Legal (Feb 2021), to SVP & General Counsel (Jul 2021), becoming an executive officer in March 2022; appointed EVP & General Counsel effective March 1, 2025 .
- Corporate disclosures: He signed an 8-K in March 2024 as SVP, General Counsel indicating Nasdaq minimum bid price compliance had been regained .
- Compensation governance: The Compensation Committee uses Pearl Meyer as independent advisor and has determined the pay programs do not create material adverse risk; anti-repricing, no evergreen, and one-year minimum vesting provisions are embedded in the equity plan .
Investment Implications
- Alignment and retention: Double-trigger CIC protection (1.5x salary and bonus for non-CEO) plus 100% equity acceleration supports retention through strategic events but also creates a meaningful safety net; anti-hedging/pledging and the clawback policy strengthen alignment and downside accountability .
- Incentive design vs. outcomes: The 2024 plan put 50% weight on financials and 50% on strategic/operational goals; actual results produced a reduced 95% payout multiplier, signaling the committee’s willingness to apply discretion amid mixed EBITDA performance, a constructive indicator for pay-for-performance integrity .
- Disclosure limits: As a non-NEO, Schlessinger’s individual base salary, bonus target, and grant sizes are not disclosed, limiting precision on pay-for-performance calibration at the individual level; however, his MCA terms mirror other executive officers, allowing clear modeling of severance/CIC economics .
- Dilution and selling pressure: Incremental share reserve (+8.2M, ≈8.6% of outstanding) and a pro forma overhang near 21% (if approved) suggest continuing equity usage; plan safeguards (no repricing, 1-year minimum vesting, fungible share design) and anti-pledging reduce near-term trading pressure risks and governance red flags .