Kristen Williams
Pacira BioSciencesAbout Kristen Williams
Kristen Williams, Esq. is Chief Administrative Officer and Secretary of Pacira BioSciences, Inc., a role she has held since 2014; previously she served as VP, General Counsel (2013–2014), Corporate Counsel (2011–2013), and legal consultant (2011). She holds a B.S. from Bucknell University and a J.D. from the University of Denver College of Law, with prior corporate law experience at Paul Hastings and in-house at Bioenvision (oncology) focused on M&A, corporate finance, securities and healthcare compliance . Under the current leadership team, Pacira reported record 2024 revenue of $701 million and Adjusted EBITDA of $223.9 million (up from $214.5 million in 2023) though GAAP results reflected a goodwill impairment; total shareholder return (TSR) for 2024 measured $42 on a $100 base versus $94 for the S&P Pharmaceuticals Select Index peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pacira BioSciences | Chief Administrative Officer & Secretary | 2014–present | Company-wide legal, governance and administrative leadership supporting public company operations and strategic initiatives . |
| Pacira BioSciences | VP, General Counsel | 2013–2014 | Led corporate legal function during pivotal growth and public company compliance phases . |
| Pacira BioSciences | Corporate Counsel | 2011–2013 | Supported securities, corporate and transactional matters . |
| Pacira BioSciences | Legal Consultant | 2011 | Supported legal transition and foundational processes . |
| Bioenvision (oncology) | VP, Corporate Compliance & Assistant General Counsel | 2004–2007 | Healthcare compliance and legal leadership through to Genzyme merger . |
| Paul Hastings (law firm) | Attorney, Corporate Law | 1999–2004 | Advised on corporate finance, M&A and securities law; healthcare focus . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in the proxy . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 457,046 | 501,018 | 519,262 |
| Target Bonus % of Salary | — | — | 50% (equal to cash LTIP target per policy) |
| Target Bonus ($) | — | — | 259,800 |
| Actual Annual Bonus Paid ($) | 330,400 | 225,900 | 246,810 |
| Company Bonus Factor | — | — | 90% of target (individual modifier applies) |
Notes:
- In 2024 the company set cash compensation philosophy at the 50th percentile; equity at the 50th percentile; total long-term incentive including the cash LTIP targeted between the 50th–75th percentiles .
Performance Compensation
2024 Cash LTIP (company plan; pays in cash and vests after 3 years)
| Metric | Weight | Target | Actual | Payout Factor | Kristen Williams Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| Net Revenue | 50% | $697.0m | $689.9m | 89.8% | Three-year vest; payout vests through 12/31/2028, subject to continued service . | |
| Adjusted EBITDA | 50% | $234.0m | $224.7m | 80.2% | ||
| Relative TSR Modifier | — | vs. S&P Pharm Select | 12th percentile | 100% | ||
| Total | — | — | — | 85.0% | 220,751 |
Additional detail: 2024 cash LTIP targets were set equal to annual incentive bonus targets; awards earned at 85.0% of target for 2024 and then vest over three years; Kristen Williams’ cash LTIP target was $259,800 .
2024 Equity Grants (time-vested RSUs)
| Grant Date | Type | Shares (#) | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| 2/5/2024 | RSU (Retention) | 33,700 | 1,049,418 | Two-year cliff vest on 2/1/2026 . |
| 6/12/2024 | RSU (Annual) | 54,300 | 1,557,324 | Four equal annual installments beginning on first anniversary of grant . |
Context: In 2024, all existing NEOs other than new hires received 100% RSUs to address retention during leadership transition; new CEO/CFO received option-heavy new-hire packages to align with value creation .
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards (12/31/2024)
| Item | Detail |
|---|---|
| Total beneficial ownership | 118,588 shares; less than 1% of outstanding . |
| Shares outstanding (record date 4/17/2025) | 46,290,830 . |
| Anti-hedging/anti-pledging | Company policy prohibits hedging and pledging; no margin accounts . |
| Stock ownership guidelines | NEOs must hold ≥3x base salary within 5 years; compliant or within phase-in as of 2024 . |
| 2024 stock vested (Williams) | 10,463 shares; value realized $323,202 . |
Outstanding Equity Awards – Kristen Williams (selected)
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| 6/12/2024 | — | — | — | — | 54,300 | 1,023,012 |
| 2/5/2024 | — | — | — | — | 33,700 | 634,908 |
| 6/14/2023 | 10,314 | 17,186 | 38.74 | 6/14/2033 | 8,212 | 154,714 |
| 6/8/2022 | 15,500 | 9,300 | 59.39 | 6/8/2032 | 4,950 | 93,258 |
| 6/9/2021 | 15,314 | 2,186 | 60.96 | 6/9/2031 | 1,750 | 32,970 |
| 6/9/2020 | 19,685 | — | 47.65 | 6/9/2030 | — | — |
| 6/5/2019 | 10,560 | — | 43.54 | 6/5/2029 | — | — |
| 6/13/2018 | 2,953 | — | 38.35 | 6/13/2028 | — | — |
| 6/3/2015 | 15,000 | — | 79.43 | 6/3/2025 | — | — |
Notes:
- RSU vesting schedules: annual RSUs generally vest in four equal annual installments starting on the first anniversary; 2024 retention RSUs vest on 2/1/2026 .
- Anti-hedging/pledging and ownership guidelines are designed to reinforce alignment and reduce hedging/pledging risk .
Employment Terms
Termination Without Cause / Resignation for Good Reason (non-Change-of-Control)
| Component | Amount ($) |
|---|---|
| Cash severance | 519,600 |
| Health benefits (estimated) | 15,609 |
| Equity acceleration (value) | 386,936 |
| Total | 922,145 |
Change-of-Control (Double-Trigger) Termination
| Component | Amount ($) |
|---|---|
| Cash severance | 1,558,800 |
| Health benefits (estimated) | 23,414 |
| Equity acceleration (value) | 1,938,862 |
| Total | 3,521,076 |
Key terms and governance:
- Double-trigger required for change-of-control benefits (no single-trigger); no excise tax gross-ups; clawback policy applies to incentive compensation .
- “Good reason” and “change of control” are defined in the executive employment agreements; CoC includes merger/sale events where post-transaction holders own <50%, asset sale, or >50% stock sale (excluding financing), with notice-and-cure requirements for good reason .
- Clawback and incentive recovery policy and governance documents are maintained on the company’s website; Insider Trading Policy filed with the 10-K .
Compensation Structure Analysis
- 2024 mix shifted to 100% RSUs for existing NEOs (including Williams), explicitly to bolster retention during a CEO transition and amid limited retentive value from prior options—lower risk for the executive and potentially increasing short-term share issuance dependency versus performance-vested vehicles .
- Cash LTIP targets mirror annual bonus targets; 2024 payout earned at 85% of target due to revenue and Adjusted EBITDA performance below target (relative TSR was 12th percentile, thus neutral modifier); awards vest over 3 years, strengthening retention .
- Pay governance: independent compensation committee/consultant (Aon), annual risk assessment, no option repricing, no hedging/pledging, and ownership guidelines (3x base for NEOs) .
SAY-ON-PAY & SHAREHOLDER FEEDBACK
- 2024 say-on-pay approval was 90%, and the committee retained its overall approach after stockholder engagement; 2025 advisory votes are scheduled, with the board recommending FOR say-on-pay and annual frequency .
PERFORMANCE & TRACK RECORD (Company context during Williams’ tenure as CAO)
| Metric | 2023 | 2024 |
|---|---|---|
| Adjusted EBITDA ($m) | 214.5 | 223.9 |
| Total Net Revenue ($m) | — | 701 (record) |
| TSR (Value of $100 investment) | 74 | 42 |
| Peer Group TSR (S&P Pharm Select) | 91 | 94 |
GAAP context: 2024 net loss included a $163.2m goodwill impairment (below carrying value); CEO transition and portfolio actions also occurred in 2024–2025 .
Expertise & Qualifications
- Corporate and securities law, healthcare compliance, and transaction execution (Paul Hastings; Bioenvision). Education: B.S. (Bucknell), J.D. (University of Denver) .
- Key CAO/Secretary responsibilities include governance and disclosure processes that align with the company’s risk oversight and compensation governance frameworks .
Investment Implications
- Alignment and retention: Williams is subject to 3x-salary ownership guidelines (compliant or within phase-in) and anti-hedging/pledging rules, supporting alignment; 2024 RSU-heavy grants and a two-year retention award indicate the board prioritized continuity during leadership transition, reducing near-term departure risk but increasing time-vested equity over performance-vested equity .
- Potential vesting-related flow: The 2/1/2026 retention RSU cliff and annual RSU installments beginning 6/12/2025 represent identifiable future vesting events; while they can create routine withholding/sale activity, anti-hedging/pledging policies and ownership guidelines mitigate misalignment risk .
- Pay-for-performance: 2024 incentives paid below target (85% on cash LTIP), consistent with revenue and Adjusted EBITDA shortfalls to targets and sub-median TSR, signaling compensation sensitivity to underperformance; continued RSU focus bears monitoring if TSR underperforms peers, given retention emphasis over performance-conditioned equity .
- Downside governance protections: Double-trigger CoC benefits and absence of tax gross-ups or option repricing reduce red-flag risk; clawback policy adds recourse on incentive compensation .