Mark Froimson
Pacira BioSciencesAbout Mark I. Froimson
Independent director of Pacira BioSciences since June 2017; age 64. Orthopedic surgeon and healthcare operator with 30+ years’ experience across Cleveland Clinic, Trinity Health, and medical device leadership; education includes BS (Princeton), MD (Tulane), and MBA (Case Western). Current roles include CEO of Lazurite and principal at Riverside Health Advisors, with public board service at SINTX Technologies; core credentials span clinical leadership, R&D oversight, and hospital operations. Independence status affirmed under Nasdaq/SEC rules; not an employee of Pacira .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trinity Health | EVP & Chief Clinical Officer | 2014–2017 | Oversaw clinical operations across hospitals; focus on quality, safety, payment strategies |
| Euclid Hospital (Cleveland Clinic) | President & CEO | 2012–2014 | Hospital leadership; patient safety and quality outcomes |
| Cleveland Clinic Dept. of Orthopedic Surgery | Staff surgeon; various leadership roles | 1999–2014 | Clinical leadership; perioperative care expertise |
| American Association of Hip and Knee Surgeons | President | 2017–2018 | Led 3,000+ surgeon organization; policy/education portfolios |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SINTX Technologies (Public) | Director | Since 2020 | Public company board service |
| Lazurite | CEO; Board Chair | CEO since 2024; Chair since 2017 | Surgical visualization medical device company |
| Thrive | Director | Since 2018 | Private board role |
| Riverside Health Advisors | Founder & Principal | Since 2017 | Healthcare investment/advisory firm |
Board Governance
- Committee assignments: Audit Committee member; Science & Technology Committee member; not a chair. Audit Committee chaired by Alethia Young (financial expert); Science & Technology Committee chaired by Marcelo Bigal .
- Independence: Board determined 8 of 9 directors are independent; Froimson is an independent director under Nasdaq/SEC definitions .
- Attendance: Board met 12 times in 2024; each director attended at least 75% of board and applicable committee meetings; committee meetings held—Audit (8), People & Compensation (6), Nominating (4), Science & Technology (3) .
- Majority voting standard adopted for uncontested elections in March 2025, with a director resignation policy for withhold-majority outcomes; enhances accountability .
- Anti-hedging and anti-pledging: Company prohibits hedging and pledging of company stock for directors; also maintains insider trading policy .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees | 74,000 | Aggregate fees earned in cash |
| Committee cash retainer schedule (policy) | Audit Chair $30,000; Audit Member $15,000; Comp Chair $24,000; Comp Member $12,000; Nominating Chair $18,000; Nominating Member $9,000; Science & Tech Chair $18,000; Science & Tech Member $9,000 | Additional annual cash retainers; paid quarterly; prorated if necessary |
Performance Compensation
| Instrument | 2024 Grant-Date Fair Value ($) | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| RSUs | 149,996 | 100% vests one year from grant date, subject to continued service | |
| Stock Options | 150,009 | Annual option vests 100% at one year; initial director option grants vest monthly over three years | |
| Equity mix policy | Annual target $300,000 (50% RSUs; 50% options) | Time-based vesting | 100% accelerated vesting for unvested RSUs/options upon change of control or liquidation/dissolution |
No director performance metrics (e.g., revenue/EBITDA/TSR) tied to director compensation disclosed; awards are time-based with governance-aligned ownership guidelines .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| SINTX Technologies | Medical/Materials | Director | No related-person transactions disclosed; no specific supplier/customer conflicts identified in proxy |
| Lazurite | Medical devices | CEO/Chair | No related-person transactions disclosed with Pacira |
| Thrive | Private | Director | No related-person transactions disclosed with Pacira |
Expertise & Qualifications
- Clinical and surgical leadership, perioperative care, and patient safety expertise from Cleveland Clinic and Trinity Health; seasoned medical leader across hospital and ambulatory settings .
- R&D and scientific oversight through Science & Technology Committee membership and device/healthcare company leadership; supports pipeline and technology risk oversight .
- Governance experience via public and private boards, aligning with corporate governance and strategic oversight needs .
Equity Ownership
| Measure (as of April 17, 2025 unless noted) | Amount | Detail |
|---|---|---|
| Beneficial ownership (shares) | 84,729 | Includes options/RSUs within 60 days |
| Percentage of shares outstanding | * | Less than 1% of 46,290,830 shares |
| Options exercisable within 60 days | 70,526 | Included in beneficial ownership |
| RSUs vesting within 60 days | 5,230 | Included in beneficial ownership |
| Vested options (12/31/2024) | 58,077 | Status at year-end |
| Unvested options (12/31/2024) | 12,179 | Status at year-end |
| Unvested RSUs (12/31/2024) | 5,230 | Status at year-end |
| Stock ownership guidelines | 5x annual cash retainer (directors), 4-year phase-in | All non-employee directors compliant or within phase-in during 2024 |
| Hedging/pledging | Prohibited | Insider Trading Policy bans hedging and pledging by directors |
Governance Assessment
- Strengths: Independent director with relevant clinical/operational expertise; active committee service (Audit and Science & Technology) enhances financial reporting, cybersecurity, and R&D oversight; board adopted majority voting standard; robust anti-hedging/pledging and clawback policies; annual equity balanced with ownership guidelines supporting alignment .
- Engagement and attendance: Board met 12 times in 2024; all directors met ≥75% attendance threshold; independent directors met in executive session regularly, supporting effective oversight .
- Compensation alignment: 2024 director pay structure aligns with market and splits equity 50/50 options/RSUs; time-based vesting and ownership guidelines promote long-term orientation; total 2024 compensation for Froimson was $374,005 (cash $74,000; RSUs $149,996; options $150,009) .
- Conflicts/related parties: Proxy discloses no related-person transactions involving Froimson; overall policy requires Audit Committee review for any such transactions; current disclosures focus on former executives, indicating low conflict risk for Froimson .
- Shareholder signals: 2024 say-on-pay approved at 90%, reflecting broad support for compensation practices; board refresh and adoption of majority voting may bolster confidence; note that a shareholder nomination effort (DOMA Perpetual) was withdrawn in April 2025, suggesting active engagement and settlement of potential contest .