tm214516-2_def14a - block

DEF 14A 1 tm214516-2_def14a.htm DEF 14A tm214516-2_def14a - block - 8.0000552s

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Assertio Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

TABLE OF CONTENTS

ASSERTIO HOLDINGS, INC.

100 SOUTH SAUNDERS ROAD, SUITE 300
LAKE FOREST, ILLINOIS 60045

NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

Online Meeting Only — https://www.cstproxy.com/assertiotx/2021
To Be Held May 11, 2021
1:00 p.m. Central Time

To the Stockholders of Assertio Holdings, Inc.:

Notice is hereby given that the Annual Meeting of Stockholders of Assertio Holdings, Inc., a Delaware corporation (the Company), will be held at on May 11, 2021 at 1:00 p.m., Central Time (the Annual Meeting). In light of ongoing developments related to coronavirus (COVID-19), and the related protocols that federal, state and local governments have implemented, the Company’s board of directors has determined that the Annual Meeting will be a virtual meeting conducted exclusively via live webcast. The Company’s board of directors believes that this is the right choice for the Company and the Company’s stockholders at this time, as it permits stockholders to attend and participate in the Annual Meeting while safeguarding the health of the Company’s stockholders, board of directors and management team. We are committed to ensuring that the Company’s stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You can attend the meeting by visiting https://www.cstproxy.com/assertiotx/2021 where you will be able to listen to the meeting live, submit questions and vote online. To participate in the virtual meeting, you will need the 16-digit control number assigned by Continental Stock Transfer included on your proxy card or voting instruction form. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying Proxy Statement.

The meeting webcast will begin promptly at 1:00 p.m., Central Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 12:30 p.m., Central Time, and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the Annual Meeting please call (917) 262-2373 for assistance. For additional information on how you can attend and participate in the virtual Annual Meeting, please see the instructions beginning on page 1 of the attached Proxy Statement. Because the Annual Meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

The Annual Meeting is being held for the following purposes, as more fully described in the accompanying Proxy Statement:

To elect the five directors named in the Proxy Statement to hold office until the 2022 Annual Meeting of Stockholders or until their successors are duly elected and qualified.

To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split and proportionally reduce the number of authorized shares of common stock.

To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000 shares.

To approve, on an advisory basis, the compensation of the Company’s named executive officers.

To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

TABLE OF CONTENTS

To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Only stockholders of record at the close of business on March 31, 2021 will be entitled to notice of, and to attend (online) and vote at, the Annual Meeting or any adjournments or postponements thereof. In accordance with Delaware law, a list of stockholders entitled to vote at the meeting will be available for inspection at the Company’s headquarters for at least 10 days prior to the Annual Meeting, and will also be available for inspection at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be
Held on
May 11, 2021 at 1:00 p.m. Central Time
The proxy statement and annual report to stockholders
are available at https://www.cstproxy.com/assertiotx/2021

By Order of The Board of Directors

Daniel A. Peisert
President and Chief Executive Officer

Lake Forest, Illinois
April 12, 2021

YOUR VOTE IS IMPORTANT!

You are cordially invited to attend and participate in the Company’s virtual Annual Meeting. Whether or not you expect to attend the virtual meeting, please complete, date, sign and return the proxy card, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote during the Company’s virtual Annual Meeting by visiting the virtual meeting website at https://www.cstproxy.com/assertiotx/2021 where stockholders may vote and submit questions during the meeting. To participate in the virtual meeting, you will need the 16-digit control number assigned by Continental Stock Transfer included on your proxy card or voting instruction form. Your broker, bank or nominee cannot vote your shares for any proposals deemed “non-routine” unless you provide voting instructions. Therefore, if your shares are held by a broker, bank or other nominee, the Company highly encourages you to instruct them regarding how to vote your shares.

TABLE OF CONTENTS

	PAGE
GENERAL INFORMATION		1
BOARD OF DIRECTORS AND DIRECTOR NOMINEES		7
CORPORATE GOVERNANCE		10
Board and Board Committees		10
Director Nominations		12
Communications with Directors		14
Code of Ethics		14
Environmental, Social and Governance Matters		14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		18
EXECUTIVE OFFICERS		19
EXECUTIVE COMPENSATION		20
EXECUTIVE SUMMARY		20
Summary Compensation Table		22
Outstanding Equity Awards at Fiscal Year-End		29
Potential Payments Upon Termination or Change in Control		30
Director Compensation		33
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS		35
AUDIT RELATED MATTERS		36
Audit Committee Report		36
Fees Paid to Independent Registered Public Accounting Firm		36
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services		37
OVERVIEW OF PROPOSALS		38
Proposal 1: Election of Directors		38
Proposal 2: Reverse Stock Split and Authorized Share Reduction Proposal		39
Proposal 3: Increase in Authorized Shares Proposal		47
Proposal 4: Advisory Vote to Approve Named Executive Officer Compensation		50
Proposal 5: Ratification of Independent Registered Public Accounting Firm		51
OTHER MATTERS		53
Stockholders Sharing the Same Address		53
Form 10-K		53
Stockholder Proposals		53

TABLE OF CONTENTS

ASSERTIO HOLDINGS, INC.
100 SOUTH SAUNDERS ROAD, SUITE 300
LAKE FOREST, ILLINOIS 60045
(224) 419-7106

PROXY STATEMENT
FOR THE 2021 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 11, 2021
1:00 p.m. Central Time

Assertio Holdings, Inc. (the Company) is furnishing this Proxy Statement and the enclosed proxy in connection with the solicitation of proxies by the Company’s Board of Directors (the Board) for use at the Virtual Annual Meeting of Stockholders to be held on May 11, 2021, at 1:00 p.m. Central Time, and at any adjournments thereof (the Annual Meeting). The proxy materials (including our Annual Report on Form 10-K for fiscal year ended December 31, 2020) are being mailed to stockholders on or about April 12, 2021.

Stockholders of record of the Company’s common stock at the close of business on March 31, 2021 can join the Annual Meeting by visiting https://www.cstproxy.com/assertiotx/2021, where stockholders may vote and submit questions during the meeting. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to have the 16-digit control number assigned to them by Continental Stock Transfer and follow the applicable instructions enclosed in this Proxy Statement.

GENERAL INFORMATION

Why am I receiving these materials?

We have made these materials available to you in connection with our solicitation of proxies for use at the virtual Annual Meeting to be held on May 11, 2021 at 1:00 p.m. Central Time, and at any adjournments or postponements thereof. We invite you to attend the Annual Meeting online and request that you vote on the proposals described in this Proxy Statement.

How do I attend the virtual Annual Meeting?

The Annual Meeting will be a virtual meeting conducted exclusively via live webcast starting at 1:00 p.m. Central Time. You will be able to attend the Annual Meeting online, submit your questions during the meeting and vote your shares electronically at the meeting by going to https://www.cstproxy.com/assertiotx/2021 and entering your 16-digit control number, which is included on the proxy card or voting instruction form that you received. Because the Annual Meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meeting in person.

In light of the rapidly changing developments related to coronavirus (COVID-19), the Company is pleased to offer its stockholders a completely virtual Annual Meeting, which provides worldwide access and communication, while protecting the health and safety of the Company’s stockholders, directors, management and other stakeholders. The Company is committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. The

TABLE OF CONTENTS

Company will try to answer as many stockholder-submitted questions as time permits that comply with the Company’s Annual Meeting rules of conduct. However, the Company reserves the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If substantially similar questions are received, the Company will group such questions together and provide a single response to avoid repetition.

Do I need to register to attend the Assertio Annual Meeting?

Yes. Pre-registration at https://www.cstproxy.com/assertiotx/2021 is recommended but is not required in order to attend.

Any stockholder wishing to attend the virtual Annual Meeting should register for the meeting before it begins. To register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of common stock:

•

If your shares are registered in your name with Continental, the Company’s transfer agent, and you wish to attend the online-only virtual meeting, go to www.cstproxy.com/assertiotx/2021, enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

•

Beneficial Stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and email a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the virtual meeting. After contacting Continental, a beneficial holder will receive an email prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact Continental at least five (5) business days prior to the meeting date.

Do I have the option to call in to the Company’s Annual Meeting instead of attending the live webcast?

Yes. Stockholders will also have the option to call in to the virtual meeting and listen by telephone by calling:

Optional telephone access (listen-only):
Within the U.S. and Canada: (888) 965-8995 (toll-free)
Outside of the U.S. and Canada: (415) 655-0243 (standard rates apply)

Passcode for telephone access:
84055982#

How do I submit questions for the Virtual Annual Meeting?

Stockholders participating in the virtual meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the virtual meeting, virtual attendees are able submit questions before and during the meeting through the virtual meeting portal by typing in the “Submit a question” box. You can also submit any questions by emailing the Company at corpgov@assertiotx.com.

Who do I contact if I am encountering difficulties attending the meeting online?

If you encounter any difficulties during the check-in process or during the meeting, please call (917) 262-2373 and a technician will be ready to assist you.

TABLE OF CONTENTS

What items will be voted on at the Annual Meeting?

Stockholders will vote on the following items at the Annual Meeting:

The election to the Board of the five nominees named in this Proxy Statement to serve until the 2022 Annual Meeting or until their successors are duly elected and qualified (Proposal No. 1);

An amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split and proportionally reduce the number of authorized shares of common stock (Proposal No. 2);

An amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000 shares (Proposal No. 3)

An advisory vote to approve the compensation paid to the Company’s named executive officers (Proposal No. 4);

Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2021 (Proposal No. 5); and

To transact such other business as may properly come before the Company’s Annual Meeting and any adjournments or postponements thereof.

What are the Board of Director’s voting recommendations?

The Board recommends that you vote “FOR” each of the director nominees and “FOR” each of the other proposals.

How does Proposal 2 (2021 reverse stock split) interact with Proposal 3 (authorized share increase)?

The reverse stock split being proposed this year will proportionally reduce both issued and outstanding shares and the number of total authorized shares. If both Proposal 2 (2021 reverse stock split) and Proposal 3 (authorized share increase) are approved and implemented, then the total number of additional shares authorized by Proposal 3 (authorized share increase) will be proportionally reduced by the reverse split ratio implemented by the Company. For example, if a 1 to 4 reverse split is implemented pursuant to Proposal 2 (2021 reverse stock split), then 25 million additional authorized shares will be available to the Company if Proposal 3 (authorized share increase) is approved.

Neither stockholder approval nor the Board’s implementation of Proposal 2 (2021 reverse stock split) is contingent on stockholder approval or the Board’s implementation of Proposal 3 (authorized share increase). Similarly, stockholder approval and the Board’s implementation of Proposal 3 (authorized share increase) is not contingent on stockholder approval or the Board’s implementation of Proposal 2 (2021 reverse stock split).

What is the difference between this year’s reverse split proposal and the reverse split proposal that stockholders approved at the 2020 Annual Meeting?

At the 2020 Annual Meeting of Stockholders, the Company’s stockholders approved a reverse stock split proposal without a corresponding reduction in the number of authorized shares (the “2020 Reverse Split Proposal”). The Company has not implemented the 2020 Reverse Split Proposal but has the authority to decide to implement it any time prior to May 20, 2021.

Under no circumstance will we implement both the 2020 Reverse Split Proposal and Proposal 2 (2021 reverse stock split), if approved.

If Proposal 2 (2021 reverse stock split) does not pass, and the Board chooses to implement the 2020 Reverse Split Proposal prior to May 20, 2021, the Company will not increase the number of shares pursuant to Proposal 3 (authorized share increase) even if approved by the Company’s stockholders because the 2020 Reverse Split Proposal will already have the effect of substantially increasing the number of shares available for issuance by the Company. This is because, unlike Proposal 2 (2021 reverse stock

TABLE OF CONTENTS

split), the 2020 Reverse Split Proposal only impacts issued and outstanding shares and not the total number of authorized shares.

What should I do now in order to vote on the proposals to be voted on at the Company’s Annual Meeting?

After carefully reading and considering the information contained in this Proxy Statement, please mark, sign and date the enclosed proxy card and return it in the enclosed postage-paid envelope as soon as possible so that your shares may be represented at the Annual Meeting. You may also cast your vote by attending the virtual Annual Meeting or by voting your shares via the Internet or by telephone by following the instructions on the back of your proxy card.

Who is entitled to vote and how do I vote?

Only holders of record of our common stock at the close of business on March 31, 2021 (the Record Date) are entitled to attend and to vote at the Annual Meeting. Each share is entitled to one vote on each matter presented at the Annual Meeting. Stockholders do not have cumulative voting rights. As of the Record Date, there were 173,449,424 shares of common stock outstanding.

To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the virtual Annual Meeting. Stockholders of record may vote online at the Annual Meeting by following the instructions available on the meeting website during the meeting or by mail, using the paper proxy card. All proxy cards received by the Company that are properly signed and have not been revoked will be voted in accordance with the instructions contained in the proxy cards. If a signed proxy card is received which does not specify a vote or an abstention, the shares represented by that proxy card will be voted “FOR” each of the nominees to the Company’s board of directors listed on the proxy card under Proposal 1 and “FOR” Proposals 2, 3, 4 and 5. Beneficial owners may vote by telephone or online if their bank or broker makes those methods available, in which case the bank or broker will enclose the instructions with the proxy materials. For further instructions on voting, see your proxy card. If you vote by proxy using the paper proxy card, by telephone or online, the shares represented by the proxy will be voted in accordance with your instructions. Please note, however, that if your shares are held in “street name” and you wish to vote at the Annual Meeting, you must obtain a legal proxy issued in your name from the broker, bank or other nominee of record. Without a valid proxy, beneficial holders cannot vote at the Annual Meeting because their brokerage firm, bank or other financial institution may have already voted or returned a broker non-vote on their behalf.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and we sent the proxy materials directly to you.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account.

What if I submit a proxy and later change my mind?

If you have given your proxy and later wish to revoke it, you may do so at any time before it is voted at the Annual Meeting by (a) delivering a proxy revocation or another duly executed proxy bearing a later date to Attn: Legal, Assertio Holdings, Inc., at 100 South Saunders Road, Suite 300, Lake Forest, Illinois 60045 or (b) attending the virtual Annual Meeting and voting online during the virtual meeting. Attendance at the virtual Annual Meeting will not revoke a proxy unless the stockholder actually votes online during the virtual meeting.

TABLE OF CONTENTS

What happens if other matters are raised at the Annual Meeting?

The Company is not aware, as of the date hereof, of any matters to be voted upon at the Annual Meeting other than those stated in this Proxy Statement and the accompanying Notice of Virtual Annual Meeting of Stockholders. If any other matters are properly brought before the Annual Meeting, the enclosed proxy card gives discretionary authority to the persons named as proxies to vote the shares represented by the proxy card in their discretion.

What constitutes a quorum?

A majority of the outstanding shares of our common stock as of the Record Date, present online or by proxy and entitled to vote at the Annual Meeting, constitutes a quorum. Broker non-votes and abstentions will be counted for purposes of determining whether a quorum is present.

How is it determined whether a matter has been approved?

Assuming a quorum is present, the approval of the matters specified in the Notice of Virtual Annual Meeting will be determined as follows:

•

For the election of directors in Proposal 1, each nominee will be elected if the number of votes cast for their election exceeds the number of votes cast against their election;

•

For the approval of an amendment to the Company’s certificate of incorporation in Proposals 2 and 3, the proposals must receive the affirmative vote of a majority of the total number of shares issued and outstanding as of the Record Date; and

•

For approval of Proposals 4 and 5 and such other business as may come up, each proposal must receive the affirmative vote of a majority of the shares of our common stock, present online or by proxy and entitled to vote at the Annual Meeting.

What are broker non-votes and abstentions?

Broker non-votes occur when a broker has not received voting instructions from the beneficial owner of shares held in street name and the broker does not have discretionary authority to vote the shares. Abstentions occur when a stockholder who is present at the meeting, either virtually on the meeting website or by proxy, affirmatively chooses not to vote on a proposal.

What effect does a broker non-vote or an abstention have?

Broker non-votes and abstentions will be counted for purposes of determining whether a quorum is present. Broker non-votes and abstentions will have no effect on the outcome of the election of directors because broker non-votes and abstentions are not counted as votes cast for purposes of this proposal. Because the affirmative vote of the holders of a majority of the outstanding shares of our common stock is required to approve the Certificate of Amendments to the Company’s Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split and Authorized Share Reduction Proposal (Proposal 2) and the Increase in Authorized Common Shares Proposal (Proposal 3), broker non-votes and abstentions will count as votes against the Proposals 2 and 3. Abstentions will have the same effect as a vote against any of the other matters specified in the Notice of Virtual Annual Meeting because abstentions are considered shares entitled to vote on these proposals. Broker non-votes will have no effect on such matters because they are not considered shares entitled to vote on these proposals (or, in the case of certain proposals, brokers are expected to have discretionary authority to vote the shares). In order to minimize the number of broker non-votes, we encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in this Proxy Statement.

Where can I find the voting results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the Inspector of Election and published in a Current Report on Form 8-K, which we are required to file with the SEC on or before the fourth business day following the Annual Meeting.

TABLE OF CONTENTS

Who is paying for the cost of this proxy solicitation?

The proxy card accompanying this Proxy Statement is solicited by the Board of Directors. The Company will pay all of the costs of soliciting proxies for the Annual Meeting. In addition to solicitation by mail, officers, directors and employees of the Company may solicit proxies personally, or by telephone, without receiving additional compensation. The Company has retained Innisfree M&A Incorporated (Innisfree), a proxy solicitation firm, to assist in the solicitation of proxies in connection with the Annual Meeting. The Company will pay Innisfree customary fees in connection with such engagement, which the Company expects will be approximately $20,000 plus reasonable expenses. The Company, if requested, will also pay brokers, banks and other fiduciaries that hold shares of common stock for beneficial owners for their reasonable out-of-pocket expenses of forwarding these materials to stockholders.

TABLE OF CONTENTS

BOARD OF DIRECTORS AND DIRECTOR NOMINEES

The Bylaws of the Company provide for a board of directors (“Board”) consisting of between five and nine directors. The number of directors currently authorized by resolution of the Board is five. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the five nominees named in the table below. All of the nominees named in the table below are presently directors of the Company.

Each nominee, other than Mr. Peisert, was elected to his or her present term by the stockholders of the Company at the 2020 Annual Meeting of Stockholders. Subsequently, on May 20, 2020, the Company completed a merger (“Zyla Merger”) with Zyla Life Sciences pursuant to an Agreement and Plan of Merger dated as of March 16, 2020 (“Merger Agreement”). In connection with the consummation of the Zyla Merger, Karen A. Dawes, James P. Fogarty and James J. Galeota, Jr. resigned from the Board. Upon the closing of the Zyla Merger on May 20, 2020, pursuant to the terms of the Merger Agreement approved at the 2020 Annual Meeting of Stockholders, the Board was comprised of nine persons: Arthur J. Higgins, as the non-executive chairman of the Board, Heather L. Mason, William T. McKee, Andrea Heslin Smiley, Todd N. Smith, Peter D. Staple, James L. Tyree, David E. Wheadon, and Timothy P. Walbert, as the lead independent director. Mr. Peisert was appointed to the Board on December 14, 2020 to fill the vacancy created by the voluntary resignation of Mr. Smith as President and Chief Executive Officer and as a director of the Company. Mr. Walbert also resigned voluntarily on December 14, 2020. On December 30, 2020, the Board was reduced to five members; and based on this reduction, Arthur J. Higgins resigned as non-executive chairman and a member of the Board, as well as Andrea Heslin Smiley and David Wheadon who also resigned voluntarily. Upon. Mr. Higgins’ resignation, the Board appointed Peter D. Staple as the new chairman of the Board.

The present term of each of the directors named in the table below continues until the Annual Meeting and until his or her successor has been elected and qualified. In the event that any nominee is unable or unwilling to serve as a director or for good cause will not serve at the time of the Annual Meeting, the proxies will be voted for any nominee who will be designated by the present Board to fill the vacancy (to the extent permitted under the SEC rules). The Board has no reason to believe that any of the persons named in the table below who are nominees for election at the Annual Meeting will be unable or unwilling to serve as a director if elected.

The term of office of each person elected as a director will continue until the next Annual Meeting of Stockholders and until his or her successor has been elected and qualified.

The Company’s Certificate of Incorporation and Bylaws contain provisions eliminating or limiting the personal liability of directors for monetary damages due to violations of a director’s fiduciary duty to the extent permitted by the Delaware General Corporation Law.

There are no family relationships among any of the Company’s directors or executive officers.

The name of and certain other information regarding each director nominee is set forth in the table below.

Name	Age	Principal Occupation	Director Since
Peter D. Staple	69	Former President and Chief Executive Officer, Corium, Inc.	2003
Heather L. Mason	60	Retired Executive Vice President, Abbott Nutrition	2019
William T. McKee	59	Chief Executive Officer, MBJC Associates, LLC and Chief Financial Officer, C4 Therapeutics, Inc.	2017
Daniel A. Peisert	46	President and Chief Executive Officer, Assertio Holdings, Inc.	2020
James L. Tyree	68	Retired Co-founder and Managing Partner of Tyree & D’Angelo Partners	2016

Peter D. Staple has served as a director of the Company since November 2003. Mr. Staple served as President and Chief Executive Officer of Corium, Inc., a biopharmaceutical company focused on transdermal delivery systems and related technologies to address unmet medical needs from March 2008 to April 2019, and served as a member of the Corium, Inc., Board of Directors from 2008 through May 2020. Mr. Staple serves as a director and member of the audit, nominating and investment committees of Kyto Technology

TABLE OF CONTENTS

and Life Sciences, Inc., a publicly-held company focused on the development of early stage technology and life science businesses. He also currently serves on the Board of Directors of privately held Kyto Investments, Inc. and Corsair Pharma, Inc. From 2002 to March 2008 he served as director, and from 2002 to November 2007 as Chief Executive Officer, of BioSeek, Inc., a privately-held drug discovery company. From 1994 to 2002, Mr. Staple was a member of the senior executive team at ALZA Corporation, where he was most recently Executive Vice President, Chief Administrative Officer and General Counsel. Prior to joining ALZA, Mr. Staple held the position of Vice President, Associate General Counsel for Chiron Corporation, a biopharmaceutical company. Mr. Staple previously served as Vice President and Associate General Counsel for Cetus Corporation, a biotechnology company. The Board considered Mr. Staple’s experience and expertise within the following areas relevant to the Company and its business in concluding that he should serve on the Board: Corporate Management; Corporate Governance; Strategic Transactions; Corporate Finance; Intellectual Property; and Board and Board committee experience. Mr. Staple holds a B.A. and a J.D. from Stanford University.

Heather L. Mason has served as a director of the Company since February 2019. Ms. Mason is a former senior executive of Abbott Laboratories, having retired as Executive Vice President of Abbott Nutrition in October 2017, a role she held since April 2015. From June 2014 to April 2015, Ms. Mason served as Executive Vice President, Global Commercial Operations, prior to which she served as Senior Vice President of Abbott Diabetes Care from May 2008 to June 2014. Ms. Mason joined Abbott in 1990 and held a number of positions in Abbott’s U.S. pharmaceutical business. Prior to joining Abbott, Ms. Mason worked for Quaker Oats, FMC Corporation, and Commonwealth Edison. Ms. Mason serves as a director and member of the audit committee of Convatec Group PLC, a publicly-held medical device company. She also serves as a director and member of the audit and compensation committees of Immatics NV, a publicly-held biotechnology company. Ms. Mason also serves as a director and member of the compensation committee of Pendulum Therapeutics and as the chair of SCA Pharmaceuticals, LLC, both privately held. The Board considered Ms. Mason’s experience and expertise within the following areas relevant to the Company and its business in concluding that she should serve on the Board: Corporate and Executive Management; Operational and Strategic Planning; and Corporate Leadership. Ms. Mason holds a B.S.E. in Industrial Engineering from the University of Michigan and an M.B.A. from the University of Chicago.

William T. McKee has served as a director of the Company since March 2017. He currently serves as Chief Executive Officer of MBJC Associates, LLC, a business consulting firm serving pharmaceutical and biotech companies, and as Chief Financial Officer of C4 Therapeutics, Inc., a biopharmaceutical company. Mr. McKee served as Chief Operating Officer and Chief Financial Officer for EKR Therapeutics, Inc., from July 2010 until June 2012 when EKR was sold to Cornerstone Therapeutics Inc. Until March 2010, Mr. McKee served as the Executive Vice President, Chief Financial Officer and Treasurer of Barr Pharmaceuticals, Inc., a subsidiary of Teva Pharmaceutical Industries Limited, and the successor entity to Barr Pharmaceuticals, Inc., which was acquired by Teva in December 2008. Mr. McKee was also Executive Vice President and Chief Financial Officer of Barr prior to its acquisition by Teva, after having served in positions of increasing responsibility at Barr from 1995 until its acquisition. Prior to joining Barr, Mr. McKee served as a Director of International Operations and Vice President Finance at Absolute Entertainment, Inc. from June 1993 until December 1994. From 1990 until June 1993, Mr. McKee worked at Gramkow & Carnevale, CPAs, and from 1983 until 1990, he worked at Deloitte & Touche. Mr. McKee serves as a director and chair of the audit committee of Aileron Therapeutics, Inc., a publicly-held biopharmaceutical company. He also serves as a board observer of MedRhythms, Inc. and as a director of Vinci Therapeutics, all privately held. From 2014 to June 2020, Mr. McKee served as a director and member of the audit and compensation committees of Agile Therapeutics, Inc., a publicly-held specialty biopharmaceutical company. The Board considered Mr. McKee’s experience and expertise within the following areas relevant to the Company and its business in concluding that he should serve on the Board: Corporate Management; Corporate Operations; Financial Management, Mergers and Acquisitions; Corporate Strategy; and Board and Board committee experience. Mr. McKee holds a B.S. from the University of Notre Dame

Daniel A. Peisert has served as a director and President and Chief Executive Officer of the Company since December 14, 2020. Mr. Peisert previously served as the Company’s Executive Vice President and Chief Financial Officer from June 2020 to December 2020, its Senior Vice President and Chief Financial Officer from December 2018 to June 2020, its Senior Vice President, Business Development from August 2018 to November 2018 and its Vice President, Business Development from September 2017 to August 2018.

TABLE OF CONTENTS

Prior to joining the Company, from October 2016 to September 2017, Mr. Peisert served as Vice President, US Legacy Pharmaceuticals for Concordia International Corp., an international specialty pharmaceutical company. Prior to this, from March 2014 to October 2016, he was Vice President, Business Development for Concordia. From February 2012 to February 2014, Mr. Peisert served as a Research Analyst for Cupps Capital and from 2012 to 2013 he served as a member of the board of directors and secretary of SureGene LLC. From 2008 to 2012, Mr. Peisert was Director of Finance and Business Development for Marathon Pharmaceuticals, LLC a privately held specialty pharmaceutical company. Prior to entering the pharmaceutical industry, he was a healthcare equity analyst and portfolio manager for Magnetar Capital and UBS O’Connor and began his career as an auditor for PricewaterhouseCoopers. The Board considered Mr. Peisert’s experience and expertise within the following areas relevant to the Company and its business in concluding that he should serve on the Board: Corporate Management; Corporate Operations; Financial Management; Mergers and Acquisitions; and Corporate Strategy. Mr. Peisert holds a B.S. in Business with an emphasis on Accounting from the University of Minnesota.

James L. Tyree has served as a director of Assertio since October 2016. Mr. Tyree served as co-founder and managing partner of Tyree & D’Angelo Partners, a private equity investment firm from 2013 to July 2020. Prior to founding Tyree & D’Angelo Partners, Mr. Tyree was President of Abbott Biotech Ventures, a subsidiary of Abbott Laboratories focused on investments in early stage pharmaceuticals and biologics. Prior to that, Mr. Tyree held numerous executive positions at Abbott, including Executive Vice President Global Pharmaceuticals, Senior Vice President Global Nutrition, Corporate Vice President Pharmaceutical and Nutritional Products Group, Business Development and Divisional Vice President and General Manger, Japan. Prior to rejoining Abbott in 1997, Mr. Tyree was the President of SUGEN, Inc. and held management positions in Bristol-Myers Squibb, Pfizer, and Abbott. Mr. Tyree serves as a director and chairman of the compensation committee of ChemoCentryx, Inc., a publicly-held biopharmaceutical company. He also serves as the chairman of privately-held Genelux Inc. The Board considered Mr. Tyree’s experience and expertise within the following areas relevant to Assertio and its business in concluding that he should serve on the Board: Healthcare Acquisitions; Corporate Management; Commercial Operations; Commercial Strategy; and Board and Board committee experience. Mr. Tyree holds a B.S. and an M.B.A. from Indiana University.

TABLE OF CONTENTS

CORPORATE GOVERNANCE

BOARD AND BOARD COMMITTEES

Board and Committee Meetings and Annual Meetings Attendance

Our Corporate Governance Guidelines provide that directors are expected to attend all scheduled Board and committee meetings and the annual meeting of stockholders. Each then-current director attended the 2020 virtual Annual Meeting of Stockholders. The Board met 29 times during fiscal year 2020. In addition, the Audit Committee met eight times, the Compensation Committee met 11 times and the Nominating and Corporate Governance Committee met four times. Each individual who served as a director during fiscal year 2020 attended 75% or more of each of (i) the total number of Board meetings held during the period of such member’s service and (ii) the total number of meetings of Committees on which such member served, if any, during the period of such member’s service.

Board Independence

Our Corporate Governance Guidelines require that at least two-thirds of the Board be independent directors, as defined under the rules of the Nasdaq Global Market (Nasdaq). The Board has determined that each of Ms. Mason and Messrs. McKee, Staple and Tyree are “independent” under the rules of Nasdaq. In addition, Mses. Dawes and Heslin Smiley and Messrs. Fogarty, Galeota, Walbert and Wheadon were independent during the time they served on the Board during 2020. The Board has also determined that each member of the Audit Committee and the Compensation Committee meets the applicable independence requirements of the Nasdaq rules and SEC rules and regulations.

Board Leadership Structure

Our Corporate Governance Guidelines provide that the roles of Chief Executive Officer and Chairman of the Board should be separate and that the Chairman of the Board should be an independent director. The Board believes that separation of the roles of Chief Executive Officer and Chairman of the Board is the most appropriate structure for the Company because that structure allows the Chief Executive Officer to focus his or her energy on operational issues, while the Chairman of the Board can focus on governance and other related issues, and enhances the independence of the Board. Currently, Mr. Staple, an independent non-employee director, serves as the Chairman of the Board and Mr. Peisert serves as a director and the Company’s President and Chief Executive Officer. The Corporate Governance Guidelines adopted by the Board are posted on the Company’s website at www.assertiotx.com under the caption “Investors — Corporate Governance — Documents.”

The Board’s Role in Risk Oversight

The Board oversees the establishment and maintenance of the Company’s risk management processes. The Board’s role in the Company’s risk oversight process includes receiving regular updates from members of senior management on areas of material risk to the Company, including commercial sales, clinical and medical affairs, regulatory matters, research and development, supply chain, human resources, finance, legal and compliance, information management and technology, environmental, social and governance matters and strategic and reputational matters. The full Board (or the appropriate Committee in the case of risks that are under the purview of a particular Committee) receives these updates to enable it to understand the Company’s risk profile and the Company’s risk identification, risk management and risk mitigation strategies. When a Committee receives the update, the Chairman of the relevant Committee provides an update on the discussion to the full Board at the next Board meeting. This enables the Board and its Committees to coordinate the risk oversight role.

The Board delegated primary responsibility for oversight of specific risks to its committees. Specifically, the Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk in the areas of financial reporting and internal controls, investment policy, tax planning, enterprise risk management, product and general liability insurance, compliance with applicable laws and regulations and related party transactions. The Audit Committee also discusses with management the Company’s policies and practices regarding information management policies and procedures, information systems and related infrastructure

TABLE OF CONTENTS

and cybersecurity risk management and back-up policies, practices and infrastructure, including, to the extent related to the Company’s financial reporting and accounting processes, insider trading and director and officer insurance. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks relating to the Company’s compensation plans, program and policies, benefit plans, succession planning and corporate culture, as well as oversight of other risks associated with the Compensation Committee’s responsibilities under its charter. The Nominating and Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with matters overseen by the Nominating and Corporate Governance Committee, including corporate governance, director succession planning, reputational risk, political and charitable contributions and environmental and social responsibility, to the extent such risk arises from these topics.

Board Committees

The Board has established three standing committees: an Audit Committee; a Compensation Committee; and a Nominating and Corporate Governance Committee. Charters for the Company’s Audit, Compensation and Nominating and Corporate Governance Committees are posted on the Company’s website at www.assertiotx.com under the caption “Investors — Corporate Governance — Documents.”

The members of each committee are appointed by the Board and serve until their successors are elected and qualified, unless they are earlier removed or resign. The Board has determined that the composition of each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committees meet the requirements for independence under the applicable SEC rules and the listing standards of the Nasdaq applicable to each such committee. The table below indicates the current composition of each committee and the audit committee members determined by the Board to be “audit committee financial experts.”

Committee	Committee Chair	Additional Committee Members	Audit Committee Financial Experts
Audit	William T. McKee	Heather L. Mason Peter D. Staple	William T. McKee Peter D. Staple
Compensation	James L. Tyree	Heather L. Mason	—
Nominating and Corporate Governance	Heather L. Mason	William T. McKee	—

Audit Committee. The Audit Committee has sole responsibility for appointing and terminating the Company’s independent registered public accounting firm. In addition, the Audit Committee assists the Board in its oversight responsibilities to stockholders, specifically with respect to:

•

the qualifications and independence of our independent registered public accounting firm and internal auditing function;

•

financial statements and related disclosure matters;

•

internal audit, internal controls and corporate risk management;

•

investment policies, and tax planning and strategies;

•

finance organization and operations;

•

information technology and information management security, and related policies and practices;

•

compliance, insider trading and related party transactions; and

•

other related matters.

Compensation Committee. The Compensation Committee assists the Board in its oversight responsibilities to stockholders, specifically with respect to:

•

evaluating the performance of the Company against corporate goals and objectives relevant to executive management compensation approved by the Board;

TABLE OF CONTENTS

•

in consultation with the Chairman of the Board, evaluating the CEO’s performance in light of corporate goals and objectives and any individual goals and objectives;

•

evaluating the performance of members of executive management (other than the CEO) in light of the CEO’s evaluation of their performance and the corporate and individual goals and objectives;

•

recommending to the Board for approval CEO compensation based on the Compensation Committee’s evaluation;

•

reviewing and approving the compensation of executive management, other than the CEO, based on the Compensation Committee’s evaluation;

•

executive compensation disclosure, including if necessary by reviewing and discussing the Compensation Discussion and Analysis (CD&A) with Company management and, based on such review and discussion, making a recommendation to the Board regarding whether to include the CD&A in the Company’s proxy statement and/or Annual Report on Form 10-K;

•

overseeing, reviewing and approving inclusion of a compensation committee report if necessary in the Company’s proxy statement and/or Annual Report on Form 10-K pursuant to applicable securities rules and regulations;

•

compensation and benefit plans;

•

non-employee director compensation (including by reviewing periodically, and recommending to the Board for approval, the form and amount of compensation of non-employee directors of the Board for their service); and

•

risk oversight associated with the foregoing.

Nominating and Corporate Governance Committee. The primary responsibilities of the Nominating and Corporate Governance Committee are:

•

identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and selecting, or recommending that the Board select, the director nominees for the next annual meeting of stockholders, or in the case of a vacancy on the Board, recommending an individual to fill such vacancy;

•

reviewing and recommending to the Board the appropriate organizational and board leadership structure;

•

reviewing the adequacy of our corporate governance principles on a regular basis;

•

developing and recommending to the Board a set of corporate governance guidelines applicable to the Company;

•

overseeing the Board’s self-evaluation process, and providing the Board advice regarding Board succession;

•

recommending to the Board membership for each Board committee and any changes to the Board’s committee structure as it deems advisable; and

•

providing oversight of the risks associated with matters overseen by the Nominating and Corporate Governance Committee, including corporate governance, director succession planning, political and charitable contributions, and reputational risk to the extent such risk arises from these topics.

DIRECTOR NOMINATIONS

The information below describes the criteria and process that the Nominating and Corporate Governance Committee uses to evaluate candidates to the Board.

Criteria for Nomination to the Board of Directors; Process for Identifying and Evaluating Nominees. Our Nominating and Corporate Governance Committee has adopted a Director Nomination Protocol (the Protocol) that, together with the Company’s Bylaws, describes in detail the process we use to fill vacancies and add new members to the Board. The Protocol is available at www.assertiotx.com under

TABLE OF CONTENTS

“Investors — Corporate Governance — Documents,” as Appendix A to the Nominating and Corporate Governance Committee charter. Under the Protocol, in general, while there are no specific minimum qualifications for nominees, any candidate for service on the Board should possess the highest personal and professional ethics and be committed to representing the long-term interests of the Company’s stockholders. Director candidates should be committed to the Company’s core values (common purpose, integrity, teamwork, agility and accountability), and must strongly support the Company’s core purpose, which is to enhance the lives of the patients, families, physicians, payors and providers it serves. They must also bring to the Board a deep and wide range of experience in the business world, and diverse problem-solving talents. The Board should represent an appropriate/relevant mix of skills, industry experience, backgrounds, ages and diversity (inclusive of race, gender and ethnicity). The Company is committed to actively seeking out highly qualified diverse candidates (including women and minority candidates) to include in the pool from which Board nominees are chosen. Typically, Board members will be people who have demonstrated high achievement in business or another field, enabling them to provide strategic support and guidance for the Company. Particular areas of expertise sought include: corporate strategy and development; commercial sales and marketing; commercial operations and execution; corporate finance; financial and/or accounting expertise; organizational leadership, development and management; public company management and disclosure; and corporate risk assessment and management. Directors must also have an inquisitive and objective perspective, practical wisdom and mature judgment.

As part of the Nominating and Corporate Governance Committee’s goal of building a diverse Board, the Nominating and Corporate Governance Committee is committed to actively seeking out highly qualified diverse candidates (including women and minority candidates) to include in the pool from which Board nominees are chosen. The Nominating and Corporate Governance Committee assesses its effectiveness in achieving this goal as part of its annual assessment of the composition of the Board.

In evaluating nominees, the Nominating and Corporate Governance Committee and the full Board assess the background of each candidate in a number of different ways, including how the individual’s qualifications complement, strengthen and enhance those of existing Board members as well as the anticipated future needs of the Board. The Board also performs an annual self-evaluation, through which the members of the Board assess the Board’s performance and ways in which such performance can be improved. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serve on the Board for an extended period of time. The Company also will consider the candidate’s independence under applicable Nasdaq listing standards and the Company’s Corporate Governance Guidelines.

The Nominating and Corporate Governance Committee will identify potential candidates to recommend to the full Board and a search firm may be engaged to identify additional candidates and assist with initial screening. If the Nominating and Corporate Governance Committee engages any such search firm, in furtherance of the Company’s goals set forth under above, the Nominating and Corporate Governance Committee will request that the search firm actively seek out highly qualified diverse candidates (including women and minority candidates) to include in the pool of potential candidates presented to the Nominating and Corporate Governance Committee. The Nominating and Governance Committee and the Chairman of the Board will perform the initial screening and review the credentials of all candidates to identify candidates that they feel are best qualified to serve. The Chairman of the Nominating and Governance Committee, working with the Chairman of the Board, will obtain background and reference information, as appropriate, for the candidates under consideration. The Nominating and Corporate Governance Committee will review all available information concerning the candidates’ qualifications and, in conjunction with the Chairman of the Board, will identify the candidate(s) they feel are best qualified to serve on the Company’s Board. The members of the Nominating and Governance Committee, the CEO, and the Chairman of the Board (or the Chairman of the Board’s delegate from the Board) will meet with the leading candidates to further assess their qualifications and fitness, and to determine their interest in joining the Board. Following the meeting, the Board member participants and the Chairman of the Board will make a recommendation concerning the candidate to the Nominating and Governance Committee, which will consider whether to recommend the candidate to the full Board for election.

Director Candidates Recommended by Stockholders. The Nominating and Corporate Governance Committee will consider candidates recommended by stockholders. The procedures that stockholders

TABLE OF CONTENTS

should use to nominate directors are provided in our Bylaws. For details, see “— Stockholder Proposals” below. Stockholders should also provide such additional information as will allow the Nominating and Corporate Governance Committee to evaluate the candidate in light of the key principles listed above, including but not limited to information concerning the candidate’s commitment to the Company’s core values, personal and professional ethics, business experience and independence. The Nominating and Corporate Governance Committee may ask the candidate or the stockholder nominating the candidate to provide additional information at any time, and may conduct its own investigation of a candidate’s background, as the Nominating and Governance Committee deems appropriate under the circumstances. There are no differences in the manner of evaluation if the nominee is recommended by a stockholder.

Nominees to the Board of Directors for the Annual Meeting. The nominees for the Annual Meeting were recommended for selection by the Nominating and Corporate Governance Committee and were selected by the Board. Other than Mr. Peisert, who was appointed as a director on December 14, 2020 to fill the vacancy created when our former President and Chief Executive Officer voluntarily resigned, each of the nominees listed in this Proxy Statement is a current director standing for re-election.

COMMUNICATIONS WITH DIRECTORS

The Company believes that communication between the Board, stockholders and other interested stakeholders is an important part of the Company’s corporate governance process. To this end, the Board has adopted Stockholder Communication Procedures that are available at www.assertiotx.com under the caption “Investors — Corporate Governance — Documents” and that provide a process for stockholders to send communications to the Board, any individual director or the non-management directors as a group, through the Chairman. Communications may be sent in writing or by email to: Peter D. Staple, Chairman of the Board, Assertio Holdings, Inc., c/o General Counsel, 100 South Saunders Road, Suite 300, Lake Forest, Illinois 60045, email: corpgov@assertiotx.com.

The Corporate Secretary will act as agent for the independent Chairman in facilitating direct communications to the Board. The Corporate Secretary will review, sort and summarize the communications. The Corporate Secretary will not, however, “filter out” any direct communications from being presented to the independent Chairman without instruction from the independent Chairman, and in such event, any communication that has been filtered out will be made available to any non-employee director who asks to review it. The Corporate Secretary will not make independent decisions with regard to what communications are forwarded to the independent Chairman. The Corporate Secretary will send a reply to the sender of each communication acknowledging receipt of the communication.

CODE OF ETHICS

The Board has adopted a Code of Business Conduct and Ethics (Code of Ethics) that applies to all of the Company’s employees, officers and directors, including its principal executive officer and its principal financial officer or persons performing similar functions. A copy of the Code of Ethics is available on the Company’s website at www.assertiotx.com under the caption “Investors — Corporate Governance — Documents” and any amendments to or waivers of the Code of Ethics will be posted to such website. We intend to disclose future amendments to certain provisions of the Code of Ethics, and any waivers of the Code of Ethics granted to executive officers and directors, on the website within four business days following the date of the amendment or waiver.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

As a pharmaceutical company, we have identified the following environmental, social and governance matters, by category, as among the most important to our business.

Environmental

•

We are committed to identifying and managing any environmental risks applicable to our business.

•

We have policies related to the proper handling of materials.

•

We value our natural resources and seek to work with contractors who are aligned with these values.

TABLE OF CONTENTS

•

Our product quality team oversees product safety, quality and compliance.

Social

•

We encourage diversity and inclusiveness in our workforce and have established a Diversity and Inclusion Committee.

•

We seek to employ talented individuals as employees and develop them to their fullest potential.

•

We seek to offer our employees highly competitive compensation and benefit packages to retain them for the long term.

•

We offer wellness programs that focus on the health, safety and welfare of our employees, including an injury and illness prevention plan.

Governance

•

We are committed to maintaining a strong corporate governance program which we believe reflects best practices. The Board’s Corporate Governance Guidelines (posted on the Company’s website at www.assertiotx.com) address, among other matters, the Board’s composition and structure, responsibilities, retirement policy, meeting procedures, its role in leadership development and general committee matters.

•

We are committed to building a diverse Board and actively seek out highly qualified diverse candidates (including women and minority candidates) to include in the pool from which Board nominees are chosen.

•

We require our employees to act responsibly in compliance with applicable laws, rules and regulations and to conduct dealings with patients, medical professionals, and the Company’s customers, suppliers and competitors fairly, honestly and with integrity.

•

We provide regular training to our employees that supports their ability to act responsibly in compliance with applicable laws and standards.

TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding ownership of the Company’s common stock as of March 31, 2021 (or for information based on filings with the SEC as of the dates specified below) by (a) each person known to the Company to own more than 5% of the outstanding shares of the Company’s common stock, (b) each director and director nominee, (c) each named executive officer (NEO) and (d) all current directors and executive officers as a group. The information in this table is based solely on statements in filings with the SEC or other information made available to the Company that is deemed reliable.

Name of Beneficial Owner(1)	Aggregate Number of Shares of Common Stock(2)		Number Subject to Convertible Securities Exercisable Within 60 days		Percentage of Common Stock(2)
Highbridge Capital Management, LLC(3)		6,158,759		3,383,170		5.4%
Arthur J. Higgins		906,569(4)		526,995(5)		*%
Todd N. Smith		—		1,053,750(6)		*%
Daniel A. Peisert		224,287		387,695(7)		*%
Mark Strobeck		—		—		*%
Stanley Bukofzer		134,216		40,584(8)		*%
Heather L. Mason		28,788		237,500(9)		*%
William T. McKee		48,054		286,560(10)		*%
Peter D. Staple		182,196(11)		362,462(12)		*%
James L. Tyree		80,590		255,985(13)		*%
All current directors and executive officers as a group (7 persons)		659,159		1,553,033(14)		1.3%

Less than one percent

(1)

Except as otherwise indicated, the address of each beneficial owner listed in the table is Assertio Holdings, Inc., 100 South Saunders Road, Suite 300, Lake Forest, Illinois 60045.

(2)

Beneficial ownership of shares is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power, or of which a person has the right to acquire ownership within 60 days of March 31, 2021. Percentage ownership is based on 173,449,424 shares of the Company’s common stock outstanding as of March 31, 2021. Shares of common stock subject to stock options, restricted stock units and warrants vesting on or before May 30, 2021 (within 60 days of March 31, 2021) are deemed to be outstanding and beneficially owned for purposes of computing the percentage ownership of such person but are not treated as outstanding for purposes of computing the percentage ownership of other persons. Except as otherwise noted, each person or entity has sole voting and investment power with respect to the shares shown. Unless otherwise noted, none of the shares shown as beneficially owned on this table are subject to pledge.

(3)

As reported on a Schedule 13G/A jointly filed with the SEC on January 27, 2021 by and on behalf of Highbridge Capital Management, LLC (“Highbridge”) and Highbridge Tactical Credit Master Fund, L.P. (“Tactical”). The percentage of beneficial ownership shown in the table above reflects the percentage of beneficial ownership as reported on that schedule. Each of Tactical and Highbridge, as the trading manager of Tactical, may be deemed to beneficially own 9,541,929 shares of our common stock (including 3,383,170 shares of our common stock issuable upon exercise of warrants) held by Tactical. Highbridge and Tactical share voting and dispositive power with respect to all such shares. The address of Highbridge and Tactical is 277 Park Avenue, 23rd Floor, New York, New York 10172.

(4)

Includes 175,000 shares of common stock held in trust and 3,000 shares held by Mr. Higgins’ children.

(5)

Includes 315,884 shares underlying stock options that are currently exercisable or exercisable within 60 days and 211,111 restricted stock units that are scheduled to vest within 60 days.

TABLE OF CONTENTS

(6)

Includes 1,053,750 shares underlying stock options that are currently exercisable or exercisable within 60 days.

(7)

Includes 287,695 shares underlying stock options that are currently exercisable or exercisable within 60 days and 100,000 restricted stock units that are scheduled to vest within 60 days.

(8)

Includes 40,584 restricted stock units that are that are scheduled to vest within 60 days.

(9)

Includes 237,500 restricted stock units that are that are scheduled to vest within 60 days.

(10)

Includes 29,268 shares underlying stock options that are currently exercisable or exercisable within 60 days and 257,292 restricted stock units deferred until retirement of which 237,500 are scheduled to vest within 60 days.

(11)

Includes 13,900 shares of common stock held in trust.

(12)

Includes 85,378 shares underlying stock options that are currently exercisable or exercisable within 60 days and 277,084 restricted stock units of which 39,584 are deferred until retirement and 237,500 are scheduled to vest within 60 days.

(13)

Includes 18,485 shares underlying stock options that are currently exercisable or exercisable within 60 days and 237,500 restricted stock units that are scheduled to vest within 60 days.

(14)

Includes 420,826 shares underlying stock options that are currently exercisable or exercisable within 60 days and 1,132,207 restricted stock units that are scheduled to vest within 60 days.

TABLE OF CONTENTS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Policies and Procedures for Related Party Transactions

The Board has adopted a written Policy Regarding Transactions with Related Persons (the Related Persons Policy), which is administered by the Company’s Audit Committee. The Related Persons Policy applies to any transaction or series of transactions in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000 and a Related Person to the Company (as defined in Item 404(a) of SEC Regulation S-K) has a direct or indirect material interest; provided, however, the Board has determined that certain transactions not required to be reported pursuant to Item 404(a) of SEC Regulation S-K are not considered to be transactions covered by the Related Persons Policy. Under the Related Persons Policy, a related party transaction must be reported to the Company’s legal department and be reviewed and approved or ratified by the Company’s Audit Committee in accordance with the terms of the Related Persons Policy, prior to the effectiveness or consummation of the transaction, whenever practicable. The Company’s Audit Committee reviews all relevant information available to it about the potential related party transaction. The Company’s Audit Committee, in its sole discretion, may impose such conditions as it deems appropriate on the Company or the Related Person in connection with the approval of the related party transaction. The Company also polls its directors and executive officers on a quarterly basis with respect to related party transactions and their service as an officer or director of other entities.

Novos Transactions

Todd N. Smith, who served as the Company’s President and Chief Executive Officer from May 20, 2020 to December 14, 2020, holds an ownership interest in Novos Growth LLC and through Novos Growth, its wholly-owned subsidiary, Novos Patient Solutions, LLC. During 2020, the Company paid an aggregate of $0.8 million to Novos Growth LLC and $0.2 million to Novos Patient Solutions, LLC.

TABLE OF CONTENTS

EXECUTIVE OFFICERS

The Company’s executive officers are set forth in the table below. Biographical information for Mr. Peisert is set forth above under “Board of Directors and Director Nominees.”

Name	Age	Position
Daniel A. Peisert	46	President and Chief Executive Officer
Paul Schwichtenberg	50	Senior Vice President and Chief Financial Officer
Ajay Patel	37	Senior Vice President and Chief Accounting Officer

Paul Schwichtenberg has served as the Company’s Senior Vice President, Chief Financial Officer since March 11, 2021 prior to which he served as the Company’s Vice President, Finance from April 2018 when he joined the Company. Prior to joining the Company, he served as Director of Pricing and Planning for AbbVie, a biopharmaceutical company, from October 2013 to April 2018 where he led the U.S. Commercial Pricing Team. Prior to this, Mr. Schwichtenberg served as Controller for Radio Flyer, Inc., a consumer products company, from October 2010 to October 2013. From 2000 to October 2010, Mr. Schwichtenberg served at Takeda Pharmaceuticals in various roles of increasing responsibility, most recently as Senior Director and Controller. Prior to entering the pharmaceutical industry, he served as a senior auditor at Wolf & Company LLP. Mr. Schwichtenberg holds a B.S. degree in Business Administration from Roosevelt University and is a certified public accountant (CPA).

Ajay Patel has served as Senior Vice President and Chief Accounting Officer since March 11, 2021 prior to which he served as the Company’s Vice President, Controller from July 2019 when he joined the Company. Prior to joining the Company, from February 2018 to July 2019 he served as Director, Technical Accounting & Accounting Policy at US Foods, a food service distributor. From June 2006 to February 2018, Mr. Patel served at Ernst & Young LLP (Ernst & Young) in various roles of increasing responsibility in its Assurance practice leading financial statement audits of strategic key clients. Mr. Patel holds a B.S. degree in Finance from the University of Illinois, a Masters degree in accounting from the University of Virginia and is a certified public accountant (CPA).

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

EXECUTIVE SUMMARY

2020 Key Business Events

During fiscal 2020, the Company was focused on its continued transformation into a leading diversified specialty pharmaceutical company that was dependent upon generating cash flow and deleveraging its balance sheet. Management and the Board believed that de-leveraging the balance sheet would best position the Company for future sustainable value creation and as a result was a focus of the Company’s management team along with generating meaningful adjusted EBTIDA and trying to drive growth in its portfolio product sales. The Company’s pursuit of these goals was met with the following challenges: (1) the COVID-19 pandemic, which impacted it Commercial execution, (2) continued uncertainty around litigation regarding the Company’s legacy opioid products, (3) heightened retention concerns arising from these uncertainties.

Despite substantial challenges, the Company notes the following key events for fiscal 2020:

•

Delivered full year pro-forma revenue of $119.2 million, in line with guidance.

•

Delivered full year non-GAAP adjusted EBITDA of $22.4 million.

As an outcome of the Management team’s focus in 2020 on deleveraging the Company’s balance sheet, the Company completed the following:

In 2020, the Company completed several transactions that monetized its assets and paid down its debt.

•

$505.2 Million in Strategic Asset Sales

•

NUCYNTA® Franchise for $369.0 Million: On February 13, 2020, the Company completed the sale of its remaining rights to the NUCYNTA franchise to Collegium for a total value of $369.0 million, including inventory and less royalties paid to the Company in 2020.

•

Sale of Gralise® for $130.3 Million: On January 10, 2020, the Company completed the sale of Gralise to Alvogen for a total value of $130.3 million, including inventory.

•

Sale of Collegium Warrants for $6.0 Million: On May 20, 2020, the Company completed the sale of its Collegium warrants.

•

$450.2 Million in Debt Repayments and Prepayments:

•

Senior Secured Debt of $162.5 Million: On February 13, 2020, the Company announced that it repaid in full its previous senior secured debt obligations of $162.5 million.

•

Convertible Debt of $264.7 Million: With two separate transactions on February 19, 2020 and April 9, 2020, the Company retired substantially all of its $265.0 million outstanding Convertible Notes via privately negotiated purchase agreement and a tender offer.

•

Zyla Debt of $13.0 Million: Upon close of the Zyla merger on May 20, 2020, $13.0 million of Zyla’s debt was extinguished.

•

Prepayment of $10.0 Million of Current Senior Secured Debt: The Company prepaid $10.0 million of debt principal in July.

•

Merger with Zyla Life Sciences: On May 20, 2020, the Company completed a Merger (the Zyla Merger) with Zyla Life Sciences (Zyla) pursuant to an Agreement and Plan of Merger (Merger Agreement), dated as of March 16, 2020. Pursuant to the Zyla Merger, the Company acquired INDOCIN Products, SPRIX, and OXAYDO, as well as ZORVOLEX® (diclofenac) and VIVLODEX® (meloxicam) (which are collectively known as the SOLUMATRIX® products).

•

Realized $40.0 Million in Annual Cost Savings: The Company achieved its stated target of $40.0 million of annual cost savings in 2020 after the closing of the Zyla Merger.

•

Restructuring and Announcement of $45.0 Million in Additional Annual Cost Savings Beginning in 2021: On December 15, 2020, the Company announced a comprehensive restructuring plan designed

TABLE OF CONTENTS

to further reduce its cost base and right size the organization. The Company is poised to realize $45.0 Million of annualized cost savings after one-time restructuring costs.

Stockholder Engagement and 2020 Say-on-Pay

We believe that regular, transparent communications with our stockholders are essential to our long-term success. We value the opinions of our stockholders and we are committed to building and maintaining a robust stockholder engagement program to solicit feedback and encourage open and transparent honest discussion about our Company and our governance program.

Following our 2020 stockholder advisory vote on executive compensation (Say-on-Pay), the Company understood there was a need to enhance our engagement efforts with stockholders and provide greater clarity on our executive compensation programs. We engage with our stockholders in a variety of ways:

•

Our management team engaged with stockholders to solicit feedback on the following matters: executive compensation, governance, and other topics of interest related to our business. During those conversations, feedback was provided on our program and the Company has made the following adjustments:

•

Decreased CEO compensation and the compensation of our other named executive officers. A decision taken in light of our performance; and

•

Granted 2021 long-term incentive in 100% time-vested equity rather than a mix of cash and equity. This change better aligns our executives to creating value for our shareholders while conserving cash.

Decrease in Executive Compensation Over Time

2021

2020

Change in Total Cash
Compensation (%)
From Prior Year

Change in
Total Compensation (%)
From Prior Year

Change in Total
Compensation (%)
From Prior Year

Chief Executive Officer

–52%

–12%

Other NEOs

–56%

–34%

Total NEOs

–54%

–22%

–4%

Total Compensation is calculated as base salary plus target bonus plus long-term incentive awards.

Total Cash Compensation is calculated as base salary plus target bonus plus any applicable cash long-term incentive award.

For 2020, Chief Executive Officer total compensation is split between the time in role for Arthur J. Higgins and Todd N. Smith.

•

Our investor relations team regularly meets with stockholders, prospective stockholders, and investment analysts. These meetings often include our CEO and CFO.

•

We regularly attend equity conferences and investor events across the United States.

As part of our engagement efforts, we seek to provide our investors with insight into our business and practices, answers to their questions, and responses to the valuable insight and feedback they share. We also review and discuss stockholder feedback internally to help ensure we are proactively assessing and informing our policies, programs, and areas of focus, as well as balancing the priorities of our stockholders.

Over the course of 2020 and early 2021, as part of our engagement efforts, we reached out to the stewardship teams from certain investors who hold shares of our common stock, as well as prospective stockholders. Our outreach, including invites to over 20 of our top stockholders, covered the following topics: executive compensation, corporate governance, and other matters. Through these engagements, we seek to provide stewardship teams with an overview of our Company, answers to questions, responses to feedback, and context and insight into our practices.

TABLE OF CONTENTS

In response to the 2020 Say-on-Pay vote and subsequent discussions with our stockholders, the Board has taken a number of actions that have resulted in the reduction of executive compensation, including total compensation and total cash compensation as well as shifting a greater portion of total compensation to long-term incentive-based compensation, as detailed in the table above.

Finally, as part of this process, the Compensation Committee retains Pearl Meyer, a leading independent compensation consulting firm, to gain further insight on current pay practices and ensure that our approach going forward effectively balances competitive market practices, stockholder expectations, best-practice governance standards and our business strategy. We will continue to closely monitor the elements of these programs in an effort to align the interests of our executive team with the interests of our stockholders and to address material matters that our stockholders raise.

What Guides Assertio’s Program

Executive Compensation Philosophy

The Company strives to align executive compensation with business results and stockholder interests. In this spirit, the Company offers a competitive compensation program that allows its NEOs to share in its financial success when they deliver performance that helps achieve short- and long-term corporate goals and increases in stockholder value. On an overall basis, target total compensation for the Company’s NEOs is calibrated to the market median of a blend of its peer group and size-appropriate survey data from the life sciences industry. Certain executives may be above or below the market median depending on their individual experience level and the value of their role to the organization. In addition, the majority of compensation for all NEOs is in the form of long-term incentive compensation and therefore earned compensation can be above or below target depending on the Company’s and individual performance.

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning compensation earned for services rendered to the Company by each of our named executive officers for fiscal years 2020 and 2019, as applicable, as determined in accordance with applicable SEC rules.

Name & Principal Position	Year		Salary ($)		Stock Awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)
Arthur J. Higgins(4)		2020		309,231		1,279,730		—		400,000		523,711		2,512,671
Former President & Chief Executive Officer		2019		800,000		3,267,209		—		793,040		9,120		4,869,369
Former President & Chief Executive Officer
Todd N. Smith(5)		2020		418,500		—		—		127,387		723,920		1,269,807
Former President & Chief Executive Officer
Daniel A. Peisert(6)		2020		443,333		470,203		101,160		156,659		9,120		1,180,475
President & Chief Financial Officer, Former Executive/Senior Vice President & Chief Financial Officer		2019		406,667		925,291		—		213,241		63,890		1,609,089


Mark Strobeck(7)		2020		272,750		—		—		51,889		512,126		836,765
Former Executive Vice President & Chief Operating Officer
Stanley Bukofzer(8)		2020		255,003		342,906		—		137,014		337,301		1,072,224
Former Senior Vice President and Chief Scientific and Technical Officer		2019		500,016		925,291		—		247,833		14,120		1,687,260

TABLE OF CONTENTS

(1)

The amounts shown in the Stock Awards and Option Awards columns represent the grant date fair value of stock options, restricted stock units and performance unit awards determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions made in the valuation reflected in these columns are set forth in the following notes to the Company’s Consolidated Financial Statements:

For Stock and Option Awards Granted in Fiscal Year	Consolidated Financial Statements	Included with Form 10-K Filed:	Note
2020	December 31, 2020	March 12, 2021	14
2019	December 31, 2019	March 10, 2020	12

The Company first granted performance unit awards during 2018. For these awards, the Company assumed that these awards would pay out at the targeted number of shares, and the grant date fair values set forth in the Stock Awards column for the applicable Named Executive Officer reflects this assumption. Assuming maximum performance is achieved, the grant date value of the performance unit awards would be as follows:

	Value of Performance Unit Awards at Target			Value of Performance Unit Awards Assuming Maximum Performance
Arthur J. Higgins		$	2,007,668		$	4,015,336
Daniel A. Peisert		$	568,582		$	1,137,164
Stanley Bukofzer		$	568,582		$	1,137,164

(2)

Reflects amounts paid to each named executive officer pursuant to the Company’s annual cash bonus plan which pays out to participants based on levels of performance against corporate financial metrics and individually determined business process goals.

(3)

For Mr. Higgins, amounts reflect $400,000 for a merger completion bonus, $58,462 for director compensation, $56,489 for vacation payout, Company 401(k) match and life insurance premiums. For Mr. Smith, amounts reflect $675,000 for severance, $32,841 for vacation payout, Company 401(k) match, executive physical and life insurance premiums. For Mr. Peisert, amounts reflect Company 401(k) match and life insurance premiums. For Dr. Strobeck, amounts reflect $439,920 for severance, $50,000 for a merger completion bonus, $21,975 for vacation payout and life insurance premiums. For Dr. Bukofzer, amounts reflect $257,500 for severance, $63,969 for vacation payout, Company 401(k) match, healthcare reimbursement and life insurance premiums. The Company provides the named executive officers with health, medical and other non-cash benefits generally available to all salaried employees, which are not included in these columns pursuant to SEC rules.

(4)

Mr. Higgins served as President and Chief Executive Officer until May 20, 2020 and as Chairman of the Board until December 30, 2020. Amounts paid to Mr. Higgins during 2020 reflect compensation paid in his previous roles as President and Chief Executive Officer until May 20, 2020 and as Chairman of the Board from May 20, 2020 until December 31, 2020.

(5)

Mr. Smith served as President and Chief Executive Officer from May 20, 2020 through December 14, 2020.

(6)

Mr. Peisert commenced his role as President and Chief Executive Officer on December 14, 2020. Amounts paid to Mr. Peisert during 2020 reflect compensation paid in his roles as Sr. Vice President Chief Financial Officer until May 20, 2020, Executive Vice President and Chief Financial Officer from May 20, 2020 until December 14, 2020 and President and Chief Executive Officer beginning December 14, 2020.

(7)

Dr. Strobeck served as Executive Vice President and Chief Operating Officer from May 20, 2020 through December 14, 2020.

(8)

Dr. Bukofzer served as Senior Vice President and Chief Scientific and Technical Officer until June 30, 2020.

TABLE OF CONTENTS

Narrative to Summary Compensation Table

Arthur J. Higgins

On March 16, 2020, the Company entered into a Transition Agreement with Mr. Higgins. Under the Transition Agreement, for so long as Mr. Higgins served as Non-Executive Chairman of the Board, he was eligible to receive the following compensation: (i) an annual cash retainer in the amount of $95,000, (ii) a grant of restricted stock units (“RSUs”) on the date of each Annual Meeting of Stockholders of the Company held in calendar years 2020 and 2021 with each award having a grant-date value of $190,000 (based on the fair market value of the shares covered by such award) and being eligible to vest on the first anniversary on the date of grant, and (iii) a prorated bonus for 2020 in an amount of up to $400,000, subject to his achievement of corporate and personal goals determined by the Compensation Committee of the Board in consultation with Mr. Higgins.

In addition, under the Transition Agreement: (i) subject to his continued service as the Non-Executive Chairman of the Board through the 2022 Annual Meeting of the Stockholders, (A) the equity awards granted to Mr. Higgins as an executive officer would continue to vest in accordance with their applicable vesting schedules through the date of such meeting and (B) he would be credited with an additional twelve (12) months of service for purposes of determining the vesting of his such awards and (ii) if the Executive was not re-elected to serve as a member of the Board at the 2021 Annual Meeting of the Stockholders, Mr. Higgins would be credited with an additional twelve (12) months of service for purposes of determining the vesting of such awards.

The Transition Agreement included additional provisions for severance compensation and benefits as described under “Potential Payments Upon Termination or Change in Control.”

Todd N. Smith

On June 17, 2020, the Company entered into an amended employment agreement effective as of May 20, 2020 with Mr. Smith. Pursuant to the terms of the Employment Agreement, Mr. Smith’s annual base salary was $675,000, with an annual target cash bonus of 80% of his annual base salary.

The Employment Agreement included additional provisions for severance compensation and benefits as described under “Potential Payments Upon Termination or Change in Control.”

Mark Strobeck

On June 23, 2020, the Company entered into an offer letter with Dr. Strobeck. Pursuant to the terms of Dr. Strobeck’s offer letter, Dr. Strobeck’s base salary was $440,000, with an annual target cash bonus of 50% of his base salary.

The Employment Agreement included additional provisions for severance compensation and benefits as described under “Potential Payments Upon Termination or Change in Control.”

Annual Cash Bonus Opportunity

To tie a significant portion of their annual cash compensation to actual performance, each NEO is eligible for a cash bonus award under the Company’s annual bonus plan, based on the achievement of the financial goals for the Company and each executive’s individual business process goals.

A target annual bonus opportunity is established annually and may be adjusted from time to time by the Compensation Committee in connection with an NEO’s promotion or performance. The table below shows the 2020 target annual cash bonus opportunities, for each of the NEOs.

TABLE OF CONTENTS

NEO	Target Bonus Opportunity (as a % of Salary)
Arthur J. Higgins		100%
Daniel A. Peisert(1)		55%
Todd N. Smith		80%
Mark Strobeck		50%
Stanley Bukofzer		50%

(1)

Mr. Peisert’s bonus target was 50% from 1/1/20 to 2/15/2020 and 55% from 2/16/2020 to 12/31/2020.

2020 Performance Measures

The Company’s annual bonus plan pays out to participants based on levels of performance against corporate financial metrics (70%; 40% Adjusted EBITDA, 30% Net Sales) and individually determined business process goals (30%) reviewed by the Compensation Committee. The combination of corporate financial metrics and individual-specific business process goals ensure that the Company has the right balance between accountability to annual corporate goals and support our business strategy transformation. To guarantee individuals have the proper line of sight, the business process goals vary depending upon the role and responsibility of the NEO. A detailed description of the 2020 performance metrics and the calculation of the actual amounts paid to each of the Company’s NEOs are provided below. For 2020, the bonus plan was split into first half 2020, encompassing January 1, 2020 to June 30, 2020, and second half 2020, encompassing July 1, 2020 to December 31, 2020.

The Company uses Adjusted Non-GAAP EBITDA (“Adjusted EBITDA”) as the primary performance measure because it provides a reliable indicator of the strength of its overall financial results. Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation and amortization, as further adjusted to exclude certain non-cash, nonrecurring and other adjustment items. A schedule reconciling Adjusted EBITDA to net income is available in the Exhibit to the Company’s 2020 Earnings Release filed on Form 8-K. Performance and associated payout levels for each corporate metric are provided below:

First Half 2020:

Adjusted EBITDA (40% Weighting)

Net Sales (30% of Weighting)

Performance Level

Payout
Percentage*

Actual Result**

Performance Level

Payout
Percentage*

Actual Result**

Less than ($3.8M)

Less than $18.0M

($3.8M) (85% of Target)

50%

$18.0M (90% of Target)

50%

($3.3M) (100% of Target)

100%

$20.0M (100% of Target)

100%

$19.9MM
(90% Payout)

($2.8M) (115% of Target)

125%

$3.3MM
(125% Payout)

$22.0M (110% of Target)

125%

Payouts are interpolated on a straight-line basis if actual achievement levels are between threshold, target, or maximum performance levels.

First Half Adjusted EBITDA and Net Sales do not include Zyla results.

Following the completion of the fiscal year, the Compensation Committee assesses the Company’s performance relative to the corporate financial metrics and applies a “corporate payout multiplier” based on that performance. A corporate multiplier of 100% reflects 100% achievement of corporate objectives. Actual payout level is based on a straight-line interpolation against threshold, target and maximum performance levels for Adjusted EBITDA and Net Sales. The Board makes the final determination of the corporate payout multiplier, after receiving a recommendation from the Compensation Committee. The weighting of the achievement of corporate objectives as a portion of an executive’s total bonus payout is 70%.

TABLE OF CONTENTS

With respect to each NEO’s individually-determined business process goals (30% of overall bonus payout), the Compensation Committee assesses performance relative to the predetermined goals and weightings and applies an “individual business process payout multiplier” based on that assessment. Individually-determined business process goals payout percentages can range between 0-100%. There is no upside payout for overachievement. For 2020, the individual metrics, by NEOs were as follows:

NEO			Individual Business Process Goals (30% Weighting)
Arthur J. Higgins			Nucynta Net Sales Strategy
			Ending Cash Balance
Todd N. Smith			Complete Integration Deliverables
Daniel A. Peisert			Nucynta Net Sales Strategy
			Convert Tender / Repurchase
			Detailed Integration Plans
Mark Strobeck			Complete Integration Deliverables
Stanley Bukofzer			Nucynta Net Sales Strategy
			Technology Transfer
			Detailed Integration Plans
			Cambia Second Generation
			Cambia Program Management
			Zipsor Scaled Down Batch

Actual bonus payouts are then determined by calculating the weighted average performance score (combination of corporate goals and individual business process goals) by individual and applying that score to an NEO’s target bonus. The following table sets forth the Company’s actual payout percentage achieved and illustrates the calculation of the annual cash incentive awards payable to its NEOs under the 2020 bonus plan in light of these performance results.

NEO	2020 Base Salary			Target Bonus %		Corporate Payout Multiplier (70%)		Indiv. Business Process Payout Multiplier (30%)		2020 Bonus Payout (% of Target)		2020 Bonus Payout
Arthur J. Higgins(1)		$	800,000		100%		110%		100%		100%		$	400,000
Todd N. Smith(2)		$	675,000		80%		110%		100%		107%		$	66,304
Daniel A. Peisert(3)		$	450,000		55%		110%		100%		107%		$	128,663
Mark Strobeck(2)		$	440,000		50%		110%		100%		107%		$	27,008
Stanley Bukofzer		$	500,016		50%		110%		100%		107%		$	137,013

(1)

Per terms of Mr. Higgins separation agreement, his bonus payment was capped at $400,000.

(2)

Represents bonus eligibility from 5/20/2020 to 6/30/2020.

(3)

Mr. Peisert’s bonus target was 50% from 1/1/2020 to 2/15/2020 and 55% from 2/16/2020 to 06/30/2020.

TABLE OF CONTENTS

Second Half 2020:

Adjusted EBITDA (40% Weighting)

Net Sales (30% of Weighting)

Performance Level

Payout
Percentage*

Actual
Result

Performance Level

Payout
Percentage*

Actual Result

Less than ($19.7M)

$16.3MM
(0% Payout)

Less than $70.4M

$63.8MM
(0% Payout)

$19.7M (85% of Target)

50%

$70.4M (90% of Target)

50%

$23.2M (100% of Target)

100%

$78.2M (100% of Target)

100%

$26.7M (115% of Target)

200%

$86.0M (110% of Target)

200%

Payouts are interpolated on a straight-line basis if actual achievement levels are between threshold, target, or maximum performance levels.

With respect to each NEO’s individually determined business process goals (30% of overall bonus payout), the Compensation Committee assesses performance relative to the predetermined goals and weightings and applies an “individual business process payout multiplier” based on that assessment. Individually determined business process goals payout percentages can range between 0-100%. There is no upside payout for overachievement. For 2020, the individual metrics, by NEO employed during the second half of 2020 were as follows:

NEO			Individual Business Process Goals (30% Weighting)
Todd N. Smith			Deliver Company Objectives to Support Growth Strategy
			Achieve All Critical Operations Goals
			Achieve Objectives Related to People and Compliance
Daniel A. Peisert			In-license / Acquire an Orphan/Specialty or Neurology Product that can Meaningfully Contribute to EBITDA by 2020
			Define and Implement Best Practice Procedures for an Effective Accounting and Finance Department
			Hire, Retain and Develop Key Team Members and Train Team Members with a Focus on Master of Current Roles and Skills for Advancement
Mark Strobeck			Deliver Company Objectives to Support Growth Strategy
			Achieve All Critical Operations Goals
			Achieve Objectives Related to People and Compliance

TABLE OF CONTENTS

NEO	2020 Base Salary			Target Bonus %		Corporate Payout Multiplier (70%)		Indiv. Business Process Payout Multiplier (30%)		2020 Bonus Payout (% of Target)		2020 Bonus Payout
Todd N. Smith		$	675,000		80%		0%		75%		23%		$	61,081
Daniel A. Peisert(1)		$	450,000		55%		0%		75%		23%		$	27,995
Mark Strobeck		$	440,000		50%		0%		75%		23%		$	24,880

(1)

Mr. Peisert’s bonus target was 50% from 1/1/20 to 2/15/2020 and 55% from 2/16/2020 to 12/31/2020.

Long-Term Equity Incentive Awards

In 2018, the Company implemented a new equity award plan for the Chief Executive Officer, Senior Vice Presidents and select Vice Presidents who report to the Chief Executive Officer. Under the new plan, the Compensation Committee can grant time-vesting Restricted Stock Units (RSUs) and a cash component that vests alongside the RSUs. The targeted annual grant value more closely aligns Assertio’s executives to the long-term interests of its stockholders. The RSUs and cash awards granted by Assertio vest in three equal installments over three years.

The Compensation Committee determines the size of a particular equity award based on a holistic assessment of several factors, including competitive market levels, the executive’s past performance and future potential, the Company’s performance relative to corporate objectives, and recent growth or decline in stockholder value. Annual grants are generally made in the first quarter of the fiscal year. The date of the meeting of the Compensation Committee at which the annual grants are made is set in advance and is not coordinated with the release of information concerning the Company’s business. The target grant and cash amounts were approved by the Compensation Committee and the number of RSUs, and cash were determined using a 10-day average stock price preceding the date of grant. Target values for annual equity and cash award grants made in 2020 for each NEO (and which vest one third annually beginning on February 4, 2021) are shown below:

NEO	NEO Status	RSU Value (50%)			Cash Value (50%)
Arthur J. Higgins	Retired NEO		$	1,152,000		$	1,152,000
Daniel A. Peisert	Current NEO		$	412,500		$	412,500
Stanley Bukofzer	Retired NEO		$	362,500		$	362,500

Mr. Smith and Dr. Strobeck did not receive any long-term equity incentive awards from the Company.

Risk Management and Mitigation of Compensation Policies and Practices

The Compensation Committee has reviewed our incentive compensation programs, discussed the concept of risk as it relates to our compensation program, considered various mitigating factors, and reviewed these items with its independent consultant, Pearl Meyer. In addition, our Compensation Committee asked Pearl Meyer to conduct an independent risk assessment of our executive compensation program. Based on these reviews and discussions, the Compensation Committee does not believe our compensation program creates risks that are reasonably likely to have a material adverse effect on our business.

For the foregoing reasons, the Compensation Committee has concluded that the programs by which our executives are compensated strike an appropriate balance between short-term and long-term compensation and incentivize our executives to act in a manner that prudently manages enterprise risk.

TABLE OF CONTENTS

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth information regarding outstanding equity awards held by the named executive officers as of December 31, 2020.

				Option Awards								Stock Awards
Name	Award Type	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Expiration Date		Number of Restricted Stock Units That have Not Vested (#)		Market Value of Restricted Stock Units That have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
Arthur J. Higgins	Stock Option(2)		3/31/2017		296,141		19,743		12.55		3/31/2027		—		—		—		—
	RSU(3)		2/6/2018		—		—		—		—		62,401		22,464		—		—
	Performance Unit Award(4)		2/6/2018		—		—		—		—		38,064		13,703		62,400		22,464
	RSU(5)		2/12/2019		—		—		—		—		194,825		70,137
	Performance Unit Award(6)		2/12/2019		—		—		—		—		—		—		194,825		70,137
	RSU(7)		2/4/2020		—		—		—		—		1,037,838		373,622		—		—
	RSU(8)		5/20/2020		—		—		—		—		211,111		76,000		—		—
Todd N. Smith	Stock Option(9)		1/2/2020		450,000		—		0.95		6/30/2021		—		—		—		—
	Stock Option(9)		3/4/2020		603,750		—		0.60		6/30/2021		—		—		—		—
Daniel A. Peisert	Stock Option(10)		11/8/2017		77,730		17,937		5.70		11/8/2027		—		—		—		—
	RSU(11)		11/8/2017		—		—		—		—		11,622		4,184		—		—
	RSU(3)		2/6/2018		—		—		—		—		6,700		2,412		—		—
	RSU(12)		9/24/2018		—		—		—		—		1,814		653		—		—
	RSU(13)		12/1/2018		—		—		—		—		8,359		3,009		—		—
	Performance Unit Award(4)		2/6/2018		—		—		—		—		4,087		1,471		6,700		2,412
	RSU(5)		2/12/2019		—		—		—		—		55,175		19,863
	Performance Unit Award(6)		2/12/2019		—		—		—		—		—		—		55,176		19,863
	RSU(7)		2/4/2020		—		—		—		—		371,622		133,784		—		—
	RSU(14)		5/19/2020		—		—		—		—		100,000		36,000		—		—
	Stock Option(15)		5/19/2020		—		200,000		0.80		5/19/2030		—		—		—		—
Mark Strobeck	Stock Option(16)

SEC Form DEF 14A filed by Assertio Holdings, Inc.