Mark Kronenfeld
Pacira BioSciencesAbout Mark Kronenfeld
Independent director since June 2013; age 70. Chair of the Nominating, Governance & Sustainability Committee and member of the People & Compensation and Science & Technology Committees. Reclassified in January 2025 to Class III (term expiring at the 2026 annual meeting) to rebalance staggered board classes. Education: B.A. SUNY Buffalo (Phi Beta Kappa), M.D. UC San Diego, Internship—Surgery (UCSD), Residency—Anesthesiology (NYU), Kellogg-sponsored Fellowship in Healthcare Management (1996–1997) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maimonides Medical Center | Chairman of Anesthesiology | Since 2022 | Perioperative leadership; focus on patient safety and efficiency |
| Maimonides Medical Center | Medical Director, Perioperative Services | Since 2011 | Operational leadership |
| Maimonides Medical Center | Vice Chairman of Operations | 2009–2022 | Operations oversight |
| AABP, LLP | Managing Partner | Since 2009 | Manages >50 physician specialists across care settings |
| Ridgemark Capital Management | Founder, Managing Partner & Portfolio Manager | 2001–2008 | Healthcare-focused hedge fund |
| Tudor Investment Corporation | Healthcare Analyst & Investor | 1998–2000 | US/EU public and private healthcare investing |
| Strategic Medical Management Partners | Founder & Managing Partner | 1996–1998 | Consulting to banks and investing firms |
| Hackensack University Medical Center | Chief of Cardiac Anesthesiology Therapeutics | 1989–2004 | Hospital transformation; patient safety focus |
| GMS Anesthesia Associates | Founder & President | 1990–2004 | Private practice leadership |
| New York University | Assistant Professor & Attending Cardiac Anesthesiologist | 1985–1989 | Academic medicine |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HBM Healthcare Investments | Director | Since 2017 | Public company board service |
Board Governance
- Independence: Independent director; the board determined 8 of 9 directors were independent (CEO excluded) .
- Board class/tenure: Reclassified to Class III in Jan 2025; term expires at 2026 annual meeting .
- Attendance: Board met 12 times in 2024; each director attended ≥75% of board and applicable committee meetings; most directors attended the 2024 annual meeting (except two) .
- Majority voting: Bylaws amended in March 2025 to adopt majority voting in uncontested elections with a director resignation policy for >WITHHOLD than FOR outcomes .
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Nominating, Governance & Sustainability | Chair | 4 | All members independent |
| People & Compensation | Member | 6 | All members independent |
| Science & Technology | Member | 3 | All members independent |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 90,607 | 149,996 | 150,009 | — | 390,612 |
- Cash retainer policy (additional retainers): Audit Chair $30,000; Audit Member $15,000; Compensation Chair $24,000; Compensation Member $12,000; Nominating/Governance Chair $18,000; Member $9,000; Science & Technology Chair $18,000; Member $9,000; Board Chair $50,000; Lead Director $35,000. Paid quarterly, prorated as needed .
Performance Compensation
| Element | Target/Value | Vesting | Change-of-Control Treatment | Notes |
|---|---|---|---|---|
| Annual equity grant | $300,000 target, split 50% options/$150,000 and 50% RSUs/$150,000 | Options and RSUs vest 1 year from grant date (time-based) | 100% of then-unvested options and RSUs immediately vest upon change of control or liquidation/dissolution | Increase of $25,000 in annual stock award adopted effective July 1, 2024 |
| Initial equity grant (new directors) | $450,000 stock options | Options vest monthly over 3 years | Same acceleration as above | Increase of $37,500 adopted effective July 1, 2024 |
No director PSUs or metric-tied equity disclosed; grants are time-based and option value is performance-contingent only via stock price appreciation .
Other Directorships & Interlocks
| Company | Relationship to PCRX | Potential Interlock/Conflict |
|---|---|---|
| HBM Healthcare Investments | External public board | None disclosed; no related-party transactions involving Dr. Kronenfeld reported; related person transactions are subject to Audit Committee review under written policy . |
Expertise & Qualifications
- Skills: Academia; Accounting & Finance; Industry Experience; Scientific/Medical/Pharmacy; Senior Leadership .
- Healthcare operator and investor with multi-disciplinary leadership in perioperative care, patient safety, efficiency, and financial results; experience in public/private healthcare investing and consulting .
- Noted contribution to Hackensack University Medical Center’s transformation with emphasis on safety, quality, and innovation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Mark Kronenfeld | 96,703 | * (less than 1%) | Beneficial ownership per SEC rules as of April 17, 2025 |
| Equity Detail (as of 12/31/2024) | Count |
|---|---|
| Vested Stock Options | 59,622 |
| Unvested Stock Options | 12,179 |
| Unvested RSUs | 5,230 |
- Stock ownership guidelines: Non-employee directors must hold shares equal to 5x annual cash retainer; four-year phase-in from Dec 10, 2024 or appointment; company states all current non-employee directors were compliant or within phase-in during 2024 .
- Anti-hedging and anti-pledging: Hedging and pledging prohibited; exceptions to pledging only with CFO approval and demonstrated capacity to repay without resort to pledged securities .
Governance Assessment
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Strengths
- Independent director since 2013; deep clinical and financial expertise enhances board oversight of strategy, R&D, and human capital .
- Committee leadership: Chairs Nominating, Governance & Sustainability; serves on People & Compensation and Science & Technology—indicates broad engagement across key governance domains .
- Attendance/engagement: Board met 12 times in 2024; directors met ≥75% attendance thresholds; regular executive sessions reinforce independent oversight .
- Governance improvements: Adoption of majority voting and director resignation policy in March 2025 aligns with market best practice .
- Ownership alignment: Elevated director stock ownership guideline (5x retainer) and anti-hedging/pledging policy support shareholder alignment .
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Watchpoints / Red Flags
- Single-trigger equity acceleration: Immediate vesting of unvested director options/RSUs upon change of control may be viewed as shareholder-unfriendly relative to double-trigger norms; monitor for potential misalignment in M&A scenarios .
- Pay policy changes: 2024 increase in director equity grant value (+$25,000 to $300,000 target; +$37,500 initial grant) warrants monitoring for pay inflation, though changes were benchmarked to peers via independent consultant .
- External board: Service at HBM Healthcare Investments—no related-party transactions disclosed, but continued monitoring for potential conflicts is prudent given healthcare investing footprint .
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Overall investor confidence signals: Independent, engaged committee leadership with medical-operator and investment background; strong governance practices (majority voting, executive sessions, ownership guidelines); compensation program is time-based with clear vesting and transparent policy, albeit with change-of-control acceleration to monitor .