Shawn Cross
Pacira BioSciencesAbout Shawn Cross
Pacira BioSciences’ Chief Financial Officer since October 21, 2024, age 57, with a B.S. from UCLA and an MBA from Columbia Business School; prior roles span executive leadership at Applied Molecular Transport (CFO → President/COO → CEO through the December 2023 merger), and more than two decades in healthcare investment banking at JMP, Deutsche Bank, Wells Fargo, and Alex. Brown . Company pay-for-performance frameworks tie incentives to net revenue and Adjusted EBITDA; for 2024 the cash LTIP achieved 85% of target with relative TSR at the 12th percentile, while named executive annual bonuses paid at a 90% corporate factor; Shawn did not participate in the 2024 cash LTIP given his October start, and received a pro‑rated annual bonus . Pacira reported record 2024 revenue of $701 million, and certified 2024 Adjusted EBITDA performance at $224.7 million (96% of target) under the LTIP framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Applied Molecular Transport (Nasdaq: AMTI) | CFO → President & COO → CEO | 2020–2023 | Led IPO as CFO, then operations; as CEO, executed merger with Cyclo Therapeutics in Dec 2023 . |
| JMP Securities | Managing Director, Healthcare Investment Banking | 2018–2020 | Advised biopharma issuers, capital allocation and M&A in sector . |
| Deutsche Bank; Wells Fargo Securities; Alex. Brown & Sons | Senior banking roles (healthcare) | 1990s–2010s | >20 years of domestic/international biopharma banking across NYC/London/San Francisco . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cyclo Therapeutics (Nasdaq: CYTH) | Director | 2023–present | Currently serves on board following AMT/CYTH merger (Dec 2023) . |
Fixed Compensation
| Component | Detail | 2024 Actual |
|---|---|---|
| Base Salary | $525,000 initial annual base salary (effective on appointment) . | $100,962 (partial-year) . |
| Target Bonus % | 50% of base salary (CFO) . | Bonus paid: $48,563 (pro‑rated for length of employment) . |
| All Other Compensation | — | $3,722 . |
| Total 2024 Compensation | — | $2,743,225 . |
Performance Compensation
Annual Incentive (Short-Term)
- Framework: CFO weighting 75% Company / 25% individual; Company factor certified at 90% for 2024 .
- Shawn’s 2024 payment: $48,563 (pro‑rated) .
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (CFO) | 75% Company / 25% Individual | 50% of base | Corporate factor 90% | $48,563 | Cash; paid for FY2024 . |
Cash LTIP (Long-Term, 3-year vest after performance year)
- Metrics and results (company-wide 2024): Net revenue and Adjusted EBITDA equally weighted; achieved 99.0% and 96.0% of target, respectively; TSR modifier at 100% based on 12th percentile; total payout certified at 85.0% of target .
- Eligibility: Shawn did not participate in 2024 LTIP due to October start; becomes eligible beginning 2025 .
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Net Revenue | 50% | $697.0m | $689.9m (99.0% of target) | 89.8% | Earned cash vests after 3 years (to 12/31/2028) . |
| Adjusted EBITDA | 50% | $234.0m | $224.7m (96.0% of target) | 80.2% | Earned cash vests after 3 years (to 12/31/2028) . |
| TSR Modifier | Applies to combined payout | Index: S&P Pharmaceuticals Select Industry | 12th percentile | 100% multiplier | — |
Equity Awards (Inducement grants on hire)
- Stock options: 200,000 at $16.45 grant price (11/4/2024); fair value $1,347,228; vest 25% on 11/4/2025, remainder quarterly over next 3 years; 10‑year term to 11/4/2034 .
- RSUs: 75,000 granted (11/1/2024); fair value $1,242,750; vest in four equal annual installments beginning 11/1/2025 .
| Award Type | Grant Date | Quantity | Price/Fair Value | Vesting |
|---|---|---|---|---|
| Stock Options | 11/4/2024 | 200,000 | $16.45; FV $1,347,228 | 25% on 11/4/2025; remaining quarterly over 3 years; expires 11/4/2034 . |
| RSUs | 11/1/2024 | 75,000 | FV $1,242,750 | Four equal annual installments beginning 11/1/2025 . |
Equity Ownership & Alignment
| Item | As of Dec 31, 2024 | Notes |
|---|---|---|
| Beneficial Ownership (Direct/Indirect) | — shares; <1% of outstanding . | Record date April 17, 2025 . |
| Unvested RSUs | 75,000 units; market value $1,413,000 at $18.84 . | Company used 12/31/2024 closing price . |
| Options (Exercisable / Unexercisable) | 0 / 200,000; exercise $16.45; expire 11/4/2034 . | Inducement option grant; time-vest . |
| Stock Ownership Guidelines | NEOs must hold 3x base salary within 5 years (amended 12/10/2024) . | Compliance measured annually; if not compliant, retain ≥50% net shares until met . |
| Hedging/Pledging | Prohibited (no hedging; no pledging/margin) per Insider Trading Policy . | Anti-hedging and anti-pledging policy . |
| Clawback Policy | SEC/Nasdaq-compliant; recovery on restatement for prior 3 fiscal years (effective Oct 2, 2023) . | Applies to incentive-based compensation . |
Employment Terms
| Trigger/Event | Cash Severance | Bonus/Other | Health Benefits | Equity Acceleration | Source |
|---|---|---|---|---|---|
| Involuntary termination without cause or resignation for good reason (post 1st anniversary) | 12 months salary continuation (CFO contract) | Immediate vesting of portion that would vest in next 9 months | 12 months COBRA subsidy | 9-month forward vest on options/RSUs | 8-K |
| Double-trigger Change of Control (CoC + qualifying termination) | 18 months salary continuation | Lump sum = 150% of annual targeted incentive bonus | 18 months COBRA subsidy | Immediate vest of all unvested time-based options/RSUs | 8-K |
| Potential payments (illustrative as of 12/31/2024) | $525,000 (without cause/good reason) / $1,575,000 (CoC) | $0 (without cause/good reason) / 150% of bonus target included in total (CoC) | $18,055 (without cause/good reason) / $27,083 (CoC) | $0 (without cause/good reason) / $1,891,000 (CoC) | DEF 14A |
Performance & Company Context
| Metric | FY2020 | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | $429,647,000* | $541,533,000* | $666,823,000* | $674,978,000* | $700,966,000* |
| EBITDA ($USD) | $71,424,000* | $118,472,000* | $151,928,000* | $162,897,000* | $176,359,000* |
Values retrieved from S&P Global.*
Compensation Structure Analysis
- Equity-heavy new-hire mix (options + RSUs) aligns payout with stock appreciation and retention; options granted at $16.45 with multi-year vesting reduce immediate selling pressure but create a 2025–2028 vest schedule that may lead to periodic net-share tax settlements .
- Cash LTIP (since 2020) emphasizes objective net revenue and Adjusted EBITDA, plus relative TSR; 2024 payout at 85% reflects disciplined targets; Shawn participates starting 2025, enhancing alignment with multi-year value creation .
- Governance features (no single-trigger CoC, no hedging/pledging, clawback) mitigate misalignment and risk-taking, with say‑on‑pay support at 90% in 2024 .
Investment Implications
- Alignment: New-hire equity mix and stringent ownership/clawback/anti‑pledging policies signal strong pay-for-performance and risk controls; LTIP metrics are tied to revenue and profitability with TSR oversight .
- Retention and selling pressure: RSUs begin vesting 11/1/2025 and options begin 11/4/2025; expect standard tax-withholding transactions, with potential structured 10b5‑1 plans to manage sales; current beneficial ownership shows no direct shareholdings as of record date, placing emphasis on upcoming vesting equity rather than free-trading stock .
- Change-of-control economics: Double‑trigger benefits (18 months salary; 150% bonus; full acceleration) are meaningful but not excessive; severance without CoC is 12 months with limited acceleration (9 months forward vest), balancing retention with shareholder protections .
- Execution risk: 2024 LTIP outcomes (85% payout; TSR at 12th percentile) highlight opportunity to improve shareholder returns; CFO’s background in capital allocation and M&A may be leveraged to drive margin and growth under Pacira’s 5x30 plan and revenue/Adjusted EBITDA targets .