#USA #Miami #Proxy Statement #Pacira BioSciences #DOMA Perpetual

DOMA Perpetual Advocates for Change in Pacira BioSciences

In a recent letter to the shareholders of Pacira BioSciences, DOMA Perpetual Capital Management has presented a compelling case for redefining the governance structure of the company. Following a significant history of underperformance and risky management decisions, DOMA, which holds approximately 7.5% of Pacira's outstanding shares, has urged fellow investors to back its three independent nominees in the upcoming board elections. The push for change is rooted in a strong belief that the current board and management are not adequately addressing the risks associated with the company’s core product, EXPAREL, and are misleading investors regarding the company's financial health and future prospects.

Why Change is Necessary

DOMA argues that Pacira BioSciences is facing a critical juncture and that the glaring issues with the company's governance demand immediate action. According to their analysis, management’s strategy has resulted in a 54% decline in stock price over the past decade, with revenue goals consistently unmet and operational expenses soaring. The letter highlights that current CEO Frank Lee's compensation, reaching $28 million, starkly contrasts with the company's negative net income of $93 million during his tenure. Such discrepancies not only raise questions about the effectiveness of the leadership but also highlight a fundamental misalignment of interests between management and shareholders.

The call for change centers around a need for board members who are not only independent but also equipped with the relevant experience to navigate the complex landscape of pharmaceutical governance and risk management. DOMA points out that the continuous litigation approach taken by the company has already led to substantial revenue losses and risks jeopardizing the future of EXPAREL, which is critical for Pacira's financial health.

Investment Risks and Strategy

Pacira's current strategy, described as a 'bet the farm' litigation approach, has raised eyebrows. Last year's significant legal losses serve as a cautionary tale about the potential pitfalls of such a risk-laden approach. The reliance on EXPAREL for approximately 80% of revenue makes the company particularly vulnerable to the legal challenges it faces, with patent expirations and new generic market entries threatening its profitability. As outlined in DOMA's letter, there is an urgent need to reevaluate this strategy and consider more prudent, diversified approaches that prioritize shareholder interests.

In questioning the efficacy of the existing board, DOMA expresses concern over its lack of expertise in risk management and strategic oversight, which are essential in a sector characterized by high volatility and regulatory scrutiny. The board's composition appears skewed towards clinical and research expertise rather than governance and financial oversight, which limits its ability to protect shareholder interests effectively.

Nominees for Change

DOMA has nominated three candidates—Eric de Armas, Christopher Dennis, and Oliver Benton 'Ben' Curtis III—who bring extensive backgrounds in healthcare, finance, and corporate governance. They promise to provide a fresh, independent perspective focused on aligning the interests of shareholders and maximizing value. Their election is seen as a critical step toward restructuring management strategies to prioritize transparency, accountability, and comprehensive risk management.

A Call to Shareholders

DOMA's proactive measure invites shareholders to support the nominees using the white proxy card included in the definitive proxy statement. With the annual meeting scheduled for June 9, 2026, this engagement serves not only as a vote for change but as an opportunity for shareholders to reclaim their voice in the company's direction.

Amid considerable dissatisfaction with current performance and management practices, shareholders now face a decisive moment to advocate for reforms that could help restore trust and enhance the overall profitability and viability of Pacira BioSciences. Failure to act may result in continued losses, while an affirmative vote could signal a new era focused on stakeholder value, strategic direction, and financial growth.

In conclusion, DOMA Perpetual’s insistence on board reformation at Pacira BioSciences highlights the pressing need for enhanced governance mechanisms to safeguard the investments of shareholders. Investors are encouraged to consider the implications of the current board’s actions and the promising potential of DOMA’s nominees to lead the company back toward a path of sustainable growth and success.