DEF 14A of Acadia Pharmaceuticals Inc, Apr 26, 2024

DEF 14A of Acadia Pharmaceuticals Inc

Filed Apr 26, 2024 · FY20230000950170-24-049182

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Acadia’s Board of Directors is divided into three classes. Each class consists of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including a vacancy created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. The Board of Directors presently has nine members. There are currently three directors in Class II, whose terms of office expire in 2024. Upon the recommendation of the Nominating and Corporate Governance Committee (the “NCG Committee”), the Board has considered and nominated the following incumbent Class II directors: Julian C. Baker, Stephen R. Biggar, M.D., Ph.D., and Daniel B. Soland. Each Board nominee is currently a director of the Company who was previously elected by the Company’s stockholders. If elected at the annual meeting, each of these nominees would serve until the 2027 Annual Meeting of Stockholders and until a successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. The terms of the directors in Classes I and III expire at our 2026 and 2025 Annual Meetings of Stockholders, respectively. It is the Company’s policy to encourage directors and nominees for director to attend the annual meeting. All of our directors except for one attended the 2023 Annual Meeting of Stockholders. Directors are elected by a plurality of the votes of the holders of shares present at the meeting or represented by proxy and entitled to vote on the election of directors. The three nominees receiving the highest number of affirmative votes will be elected; a “Withhold” vote will have no effect. You do not have the option to abstain from this proposal, and stockholders do not have cumulative voting rights in the election of directors. NYSE has advised us that this proposal is considered a “non-routine” matter under NYSE rules and, therefore, if you do not return voting instructions to your broker by its deadline, this will result in a broker non-vote, which will have no effect on this proposal. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three Board nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares that would have been voted for that nominee instead will be voted for the election of a substitute nominee proposed by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

  2. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NOMINEE

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NOMINEE

  3. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE The following table sets forth information as of April 26, 2024 for our directors and executive officers:

  4. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Name | Age | Position | | Stephen R. Biggar | 53 | Chair of the Board and Director | | Julian C. Baker | 57 | Director | | Laura A. Brege | 66 | Director | | James M. Daly | 62 | Director | | Elizabeth A. Garofalo | 66 | Director | | Edmund P. Harrigan | 71 | Director | | Adora Ndu | 43 | Director | | Daniel B. Soland | 65 | Director | | Stephen R. Davis | 63 | Director and Chief Executive Officer | | Jennifer J. Rhodes | 54 | Executive Vice President, Chief Legal Officer and Secretary | | Mark C. Schneyer | 50 | Executive Vice President, Chief Financial Officer | | Brendan P. Teehan | 55 | Executive Vice President, Chief Operating Officer and Head of Commercial | | Elizabeth H. Z. Thompson, Ph.D. | 49 | Executive Vice President, Head of Research and Development |

  5. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    The NCG Committee seeks to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. The NCG and the Board also recognize the importance of diversity in board composition, including diversity of experience, gender and ethnicity. To that end, the NCG Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, as well as the Company’s current needs and future needs, with the goal of having Board members who complement and strengthen the skills of each other through diversity and who also exhibit qualities that the NCG Committee views as critical to effective functioning of the Board, including sound judgment, collegiality, and integrity. The following is a brief biography of each nominee and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the NCG Committee to recommend that person to continue to serve on the Board.

  6. NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING

    NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING Julian C. Baker has served as a director of the Company since December 2015. Mr. Baker is a Managing Member of Baker Bros. Advisors LP (“Baker Bros.”), a registered investment adviser focused on long-term investments in life-sciences companies. Mr. Baker founded Baker Bros., together with his brother, Felix Baker, Ph.D., in 2000. Prior to founding Baker Bros., Mr. Baker was a portfolio manager at Tisch Financial Management from 1994 to 1999. Previously, Mr. Baker was employed from 1988 to 1993 by the private equity investment arm of Credit Suisse First Boston Corporation. Mr. Baker currently serves on the boards of directors of Incyte Corporation, Prelude Therapeutics Incorporated and Madrigal Pharmaceuticals, Inc., each public companies. Mr. Baker also serves on the boards of directors of Everyone Medicines, Inc. and Alumis Inc., each privately held companies. During the past five years, Mr. Baker has served on the boards of directors of Genomic Health, Inc. and Idera Pharmaceuticals, Inc. Mr. Baker holds an A.B. from Harvard University. The NCG Committee believes that Mr. Baker is qualified to serve as a member of our board of directors based on his extensive financial industry experience focused on life science companies. Stephen R. Biggar, M.D., Ph.D., has served as a director of the Company since January 2013, and as chairman of our board of directors since June 2016. Dr. Biggar currently serves as Partner at Baker Bros. Advisors LP, a registered investment adviser focused on long-term investments in life-sciences companies. Dr. Biggar joined Baker Bros. Advisors LP in 2000. Dr. Biggar currently serves on the boards of directors of Kiniksa Pharmaceuticals, Ltd. and TScan Therapeutics, Inc., each public companies. Dr. Biggar also serves on the board of directors of Notch Therapeutics, Inc., a private company, and the University of Rochester Board of Trustees. During the past five years, Mr. Biggar has served on the board of directors of Vivelix Pharmaceuticals and Neurogene, Inc. Dr. Biggar received an M.D. and a Ph.D. in immunology from Stanford University and received a B.S. in genetics from the University of Rochester. The NCG Committee believes that Dr. Biggar is qualified to serve as a member of our board of directors based on his scientific background and financial industry experience, as well as his public company board experience in the biopharmaceutical industry. Daniel B. Soland has served as a director of the Company since March 2015. Mr. Soland most recently served as Senior Vice President and Chief Operating Officer of Idera Pharmaceuticals, Inc. from January 2021 to January 2023, and previously served as Chief Executive Officer of uniQure N.V., a human gene therapy company, from December 2015 until September 2016. Mr. Soland previously served as Senior Vice President and Chief Operating Officer of ViroPharma, Inc. starting in 2008 until it was acquired in 2014, and as Vice President and Chief Commercial Officer of ViroPharma from 2006 to 2008. During his tenure at ViroPharma, Mr. Soland managed the commercial, manufacturing and quality organizations, helped build the company’s commercial infrastructure in the United States, Europe, and Canada and led the launch of Cinryze®, one of the most successful ultra-orphan drugs in the United States. Mr. Soland served as President, Chiron Vaccines, of Chiron Corporation from 2005 to 2006 and led the growth of the vaccine business to over $1 billion in sales. From 2002 through 2005, Mr. Soland served as President and Chief Executive Officer of Epigenesis Pharmaceuticals. Earlier in his career, Mr. Soland worked for GlaxoSmithKline in increasing roles of responsibility from 1993 to 2002, including as Vice President and Director, Worldwide Marketing Operation, GSK Biologicals. He currently serves on the board of directors of DBV Technologies S.A. During the past five years, Mr. Soland served on the board of directors of KalVista Pharmaceuticals, Inc. Mr. Soland holds a B.S. in pharmacy from the University of Iowa. The NCG Committee believes that Mr. Soland is qualified to serve as a member of our board of directors based on his extensive management and commercial expertise in the biopharma industry. The following is a brief biography, and a discussion of the specific experience, qualifications, attributes or skills of each director whose term will continue after the annual meeting.

  7. Directors Continuing in Office Until the 2025 Annual Meeting

    Directors Continuing in Office Until the 2025 Annual Meeting Laura A. Brege has served as a director of the Company since May 2008. Since April 2017, Ms. Brege has served as a Senior Advisor to BridgeBio Pharma, Inc. From September 2015 to December 2017, Ms. Brege served as Managing Director of Cervantes Life Science Partners, LLC., a consulting firm providing integrated business solutions to life sciences companies. From September 2012 to July 2015, Ms. Brege served as President and Chief Executive Officer of Nodality, Inc., a life sciences company focused on innovative personalized medicine. Prior to joining Nodality, Ms. Brege held several senior-level positions at Onyx Pharmaceuticals, Inc., a biopharmaceutical and biotherapeutics company, from 2006 to 2012, including Executive Vice President and Chief Operating Officer. While at Onyx, Ms. Brege led multiple functions, including commercialization, strategic planning, corporate development and medical, scientific and government affairs. Prior to Onyx, Ms. Brege was a general partner at Red Rock Capital Management, a venture capital firm specializing in early-stage financing for technology companies. Previously, Ms. Brege was Senior Vice President and Chief Financial Officer at COR Therapeutics, Inc., where she helped build the company from an early-stage research and development company through commercial launch of a successful cardiovascular product. Earlier in her career, Ms. Brege served as Chief Financial Officer at Flextronics, Inc. and Treasurer of The Cooper Companies. Ms. Brege currently serves on the boards of directors of Edgewise Therapeutics, Inc., HLS Therapeutics, Inc., Mirum Pharmaceuticals, Inc., Pacira BioSciences, Inc. and T-knife Therapeutics, Inc. During the past five years, Ms. Brege has served on the boards of directors of Aratana Therapeutics, Inc., California Life Sciences Association, Dynavax Technologies Corporation and Portola Pharmaceuticals, Inc. Ms. Brege earned her undergraduate degree from Ohio University and has an M.B.A. from the University of Chicago. The NCG Committee believes that Ms. Brege is qualified to serve as a member of our board of directors based on her extensive executive management experience in the pharmaceutical, biotechnology and venture capital industries. Stephen R. Davis has served as the Chief Executive Officer and as a director of the Company since September 2015. Mr. Davis joined us in July 2014 as our Executive Vice President, Chief Financial Officer and Chief Business Officer and has served as our Chief Executive Officer since March of 2015. Mr. Davis brings over 25 years of executive-level experience in the pharmaceutical industry. Prior to joining the Company, Mr. Davis served as Executive Vice President and Chief Operating Officer at Heron Therapeutics, Inc. from May 2013 to June 2014, and Executive Vice President and Chief Operating Officer at Ardea Biosciences, Inc. from April 2010 to January 2013. Prior to joining Ardea, Mr. Davis served in numerous executive roles at Neurogen Corporation from July 1994 to December 2009, including Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer. Earlier in his career, Mr. Davis practiced as a certified public accountant with a major accounting firm and as a corporate and securities attorney with a Wall Street law firm. During the past five years, Mr. Davis has served on the board of directors of Bellicum Pharmaceuticals, Inc. and Heron Therapeutics. Mr. Davis earned his J.D. from Vanderbilt University and his B.S. in accounting from Southern Nazarene University. The NCG Committee believes that Mr. Davis is qualified to serve as a member of our board of directors based on his deep experience as an executive officer which enables him to bring critical company-specific and industrywide knowledge and leadership skills to the Board. Elizabeth A. Garofalo, M.D., has served as a director of the Company since September 2020. Since 2016, Dr. Garofalo has served as the Principal for EAG Pharma Consulting LLC. Prior to that, Dr. Garofalo served in numerous leadership roles at Novartis International AG, including as Senior Vice President and Global Head of Clinical Development and member of the Novartis Global Development Leadership Team, Chair of the Novartis Portfolio Stewardship Board and Co-Head of the Novartis Neuroscience Franchise. Prior to serving at Novartis, Dr. Garofalo was Vice President and Head of the Neuroscience Therapy Area at Astellas Pharma, Inc. Dr. Garofalo started her career at Parke-Davis/Pfizer, where she held positions of increasing responsibility including Ann Arbor Site Head of Neuroscience and Ann Arbor Site Head of Worldwide Regulatory Affairs. Dr. Garofalo currently serves on the boards of directors of Alector, Inc. and Xenon Pharmaceuticals Inc. During the past five years, Dr. Garofalo served on the board of directors of Exicure Inc. She also chairs the board of the Institute for Advanced Clinical Trials for Children and was the Chair of the Business Advisory Board for the Epilepsy Foundation of America. Dr. Garofalo earned her M.D. from the Indiana University School of Medicine where she completed her pediatric residency. She completed fellowships in pediatric neurology and epilepsy at the University of Michigan Medical School. The NCG Committee believes that Dr. Garofalo is qualified to serve as a member of our board of directors based on her research expertise in neuroscience, extensive management experience and board experience in the life sciences industry.

  8. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

    DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING James M. Daly has served as a director of the Company since January 2016. Mr. Daly served as Executive Vice President and Chief Commercial Officer at Incyte Corporation from October 2012 to June 2015. Prior to joining Incyte, Mr. Daly worked for Amgen, Inc. for 10 years, holding multiple leadership positions, including Senior Vice President, North America Commercial Operations, Global Marketing and Commercial Development. Previously, he served as Vice President and General Manager of Amgen’s Oncology Business Unit. His teams at Amgen were responsible for the successful launch of many products, including Aranesp®, Neulasta®, Vectibix®, Nplate®, Xgeva® and Prolia®. Previously, Mr. Daly spent over 16 years with Glaxo Wellcome/GlaxoSmithKline, where he held roles of increasing responsibility, including Senior Vice President, General Manager, Respiratory and Anti-Infective Business Unit, and led the U.S. launch of Advair®. Mr. Daly currently serves on the boards of directors of Argenx SE and Madrigal Pharmaceuticals, Inc., each public companies. During the past five years, Mr. Daly has served on the boards of directors of Chimerix Inc., Bellicum Pharmaceuticals, Inc. and Halozyme Therapeutics, Inc. Mr. Daly earned his B.S. in pharmacy and M.B.A. from the University at Buffalo, The State University of New York. The NCG Committee believes that Mr. Daly is qualified to serve as a member of our board of directors based on his extensive experience as an executive and director of life sciences companies. Edmund P. Harrigan, M.D., has served as a director of the Company since November 2015. Since July 2015, Dr. Harrigan has served as Principal at Harrigan Consulting, LLC, a consulting firm providing business consulting services to life sciences companies. Previously, Dr. Harrigan served as Senior Vice President of Worldwide Safety and Regulatory for Pfizer Inc. from 2012 to 2015, where he led a 3,500-person team in 80 countries that was responsible for collecting, interpreting and reporting clinical safety data for more than 600 marketed products, and managed regulatory interactions with global health agencies. Dr. Harrigan’s previous executive leadership roles at Pfizer included serving as Senior Vice President, Head of Worldwide Business Development, Senior Vice President, Head of Worldwide Regulatory Affairs and Quality Assurance, and Vice President, Head of Neuroscience and Ophthalmology. Earlier in his career at Pfizer, Dr. Harrigan served as Vice President of Clinical Development, Therapeutic Area Head, CNS and Pain. Before entering the pharmaceutical industry in 1990, Dr. Harrigan was a practicing neurologist for seven years. He currently serves on the boards of directors of Incyte Corp., PhaseBio Pharmaceuticals, Inc., each public companies, and Algo Therapeutics, a privately-held company. During the past five years, Dr. Harrigan has served on the boards of directors of Bellicum Pharmaceuticals and Karuna Therapeutics. Dr. Harrigan earned his B.A. in chemistry from St. Anselm College and holds an M.D. from the University of Massachusetts at Worcester. The NCG Committee believes that Dr. Harrigan is qualified to serve as a member of our board of directors based on his extensive medical industry and pharmaceutical industry experience. Adora Ndu, Pharm.D., J.D., has served as a director of the Company since October 2022. Dr. Ndu has served as Chief Regulatory Affairs Officer of BridgeBio Pharma Inc. since January 2022, and as Chief Regulatory and Interim Legal Officer at BridgeBio from October 2022 to September 2023. Dr. Ndu has also served as an adjunct faculty member at Johns Hopkins University since 2019. Prior to joining BridgeBio Pharma, Dr. Ndu served as Group Vice President, Worldwide Research & Development, Strategy, Scientific Collaborations and Policy at BioMarin Pharmaceutical, Inc. from January 2021 to January 2022. She previously served in positions of increasing responsibility at BioMarin, including as Vice President, Regulatory Affairs, Policy, Research, Engagement & International from March 2019 to December 2020, Executive Director, Regulatory Affairs from September 2017 to March 2019 and Senior Director from February 2017 to September 2017. Dr. Ndu also served as an adjunct faculty member at the University of Maryland University College from 2016 to 2019, and in various roles at the U.S. Food and Drug Administration from 2008 to 2016, most recently as a Division Director in the Division of Medical Policy Development. Dr. Ndu currently serves on the board of directors of DBV Technologies S.A. Dr. Ndu earned her Pharm.D. from Howard University and her J.D. from the University of Maryland Francis King Carey School of Law. The NCG Committee believes that Dr. Ndu is qualified to serve as a member of our board of directors based on her extensive experience in the biopharmaceutical industry.

  9. Non-Employee Director Compensation Limit

    Non-Employee Director Compensation Limit The aggregate value of all compensation granted or paid, as applicable, by us to any individual for service as a non-employee director with respect to any period commencing on the date of our annual meeting of stockholders for a particular year and ending on the day immediately prior to the date of our annual meeting of stockholders for the next subsequent year, including awards granted under the 2024 Plan and cash fees paid by us to such non-employee director, will not exceed (i) $1,000,000 in total value or (ii) in the event such non-employee director is first appointed or elected to our Board during such period, $1,250,000 in total value, in each case calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes.

  10. Executive Compensation Objectives and Philosophy

    Executive Compensation Objectives and Philosophy The Company’s executive compensation policies are designed to: • align executive compensation with business objectives and corporate performance; • attract and retain executive officers who contribute to the Company’s long-term success; • reward and motivate executive officers who contribute to operating and financial performance; and • link executive officer compensation and stockholder interests through the grant of long-term incentives. The Compensation Committee believes that compensation programs should include short-term and long-term components, including cash and equity-based compensation, and should encourage and reward performance as measured against pre-established goals. The Compensation Committee evaluates both performance and compensation to make sure that compensation provided to executives of the Company remains competitive relative to compensation paid by companies of similar size and stage of development operating in the biotechnology and pharmaceutical industry, taking into account the Company’s relative performance and strategic goals. The Compensation Committee considers the total current and potential long-term compensation of each executive officer in establishing each element of compensation but views each element as related but distinct. The Compensation Committee’s philosophy is anchored by its strong pay-for-performance orientation and alignment with stockholder interests, based on the following beliefs. • “At-risk” compensation focuses executives on achievement of short- and long-term goals. The Company’s executive compensation program is primarily performance-based, for both short-term incentives (i.e., annual cash bonuses) and long-term incentives (i.e., equity awards). In 2023, a majority of the direct compensation (i.e., base salary, regular annual cash incentives and the grant date fair market value of equity awards, in each case as reflected in the 2023 Summary Compensation Table) of the Chief Executive Officer and of the other named executive officers on average was variable (approximately 89% and 81%, respectively), based on performance and/or stock price. Short-term cash incentives should be based on objective, measurable goals to drive the achievement of strong annual performance. For 2023, under the annual cash incentive program, the Chief Executive Officer was eligible for a target bonus of 80% of base salary, and the other named executive officers were eligible for target bonuses of 50% of base salary. Under this program, if the threshold, or minimum, performance level of a particular goal is not achieved, there is no payout. If a particular goal is achieved at only a threshold performance level, 75% (or 50% in the case of sales goals) of the target bonus is payable, and if such goal is achieved at the outperform (i.e., highest) level, a maximum of 150% (or 200% in the case of sales goals) of the target bonus is payable, with an overall cash incentive payout cap of 150% of target. Consistent with our pay-for-performance philosophy, based on our results for 2023, annual cash incentives were paid out at approximately 129% of target. • Performance stock units reward executives for long-term performance. Performance Stock Units (PSUs) represented 25% of senior management’s annual equity grant value in 2023. The PSUs become vested only upon the determination by the Compensation Committee that specific, and difficult to attain, long-term commercial, clinical, regulatory and business development objectives have been achieved. Certain objectives were achieved in calendar 2023, resulting in the vesting in March 2024 of 50% of the target PSUs granted in 2022. That this was the first PSU vesting since February 2021 attests to the difficulty of meeting the objectives. Furthermore, as of the end of 2023, it is not possible to meet any additional objectives pertaining to the performance equity grants for 2017, 2018, and 2019. As a consequence, only 50% of those awards vested over their respective performance periods. Currently, additional vesting of PSUs granted in 2020-2023 remains possible. For the PSUs granted in the spring of 2024, based on stockholder feedback, the Compensation Committee determined to replace the operational objectives with a relative total stockholder return (TSR) approach. See “Stockholder Engagement in Response to 2023 Say-on-Pay Outcome – 2024 PSU Program Changes.” Stock options are inherently performance-based, as executives realize value only if there is stock price appreciation and such appreciation is maintained through the applicable vesting and exercise dates. Time-based stock options represented 50% of senior management’s annual grant value in 2023. As of April 25, 2024, all of the outstanding vested stock options for each named executive officer were underwater, which illustrates the alignment of the long-term equity program with stockholder interests. Restricted stock units are part of a balanced portfolio of equity awards. Consistent with stockholder feedback, time-based restricted stock units (RSUs) were retained as part of the equity program and represented 25% of senior management’s annual grant value in 2023.

  11. Stockholder Engagement in Response to 2023 Say-on-Pay Outcome

    Stockholder Engagement in Response to 2023 Say-on-Pay Outcome As part of the Compensation Committee’s annual review of the executive compensation program, it regularly considers the annual “say-on-pay” advisory vote of stockholders. Although the Company’s executive compensation program has typically received a high-level of stockholder support, including favorable votes of greater than 90% in nine of the eleven years since 2013 (the first time an advisory vote was held), only 64% of the say-on-pay vote at the 2023 annual meeting was in favor of the compensation of the Company’s named executive officers in 2022. The Compensation Committee recognized that the low favorable vote level reflected stockholder concerns regarding certain retention awards made in the previous year. As disclosed at the time and described in last year’s proxy statement, in April 2022, the Chief Executive Officer and two other then-named executive officers (both of whom have ceased being executive officers) were granted retention awards consisting of RSUs in addition to their annual equity awards. The special one-time retention awards to these executives were made after a company-wide retention program (excluding these executives) that was implemented following a prolonged period of significantly increased employee attrition and business challenges. The Compensation Committee determined at the time that the extraordinary circumstances warranted a robust effort to support retention at all levels within the Company. In light of the 2023 “say-on-pay” vote, the Compensation Committee decided to re-evaluate the executive compensation program for 2024 and to renew its stockholder outreach and engagement efforts with a view to considering changes responsive to stockholder concerns. The Compensation Committee had previously undertaken such an effort in 2018 and 2019 and made several changes to the executive compensation program that were well-received by stockholders and have remained a part of the ongoing program. Among other things, in early 2024, the Compensation Committee Chair, who is also the Board Chair and a representative of Baker Bros., the Company’s largest stockholder, undertook extensive outreach efforts, directly engaged with institutional stockholders, and, together with the full Compensation Committee, assessed the stockholder interactions and common feedback. The Compensation Committee Chair and the Company’s Senior Vice President, Investor Relations and Corporate Communications requested meetings with stockholders representing approximately 51% of our outstanding stock (or, together with Baker Bros. holding, 77% of our outstanding stock), including all but one stockholders holding 1% or more of our outstanding stock and every top 30 stockholder that voted against the 2023 “say-on-pay” proposal. We engaged in active dialogue with all stockholders who accepted our invitation, representing approximately 5% of our outstanding stock. Investors holding approximately 46% of our outstanding stock who were contacted during this period indicated that individualized outreach was not needed or did not respond. Together with the ownership of Baker Bros., discussions were held with stockholders representing over 31% of our outstanding stock. In addition, during 2023 and 2024 (through April 2024), senior management of the Company presented at 15 investor conferences and held approximately 222 meetings and calls with investors on an individual basis. The Company believes these discussions help align the Company’s interests with the best interests of its stockholders. The following table summarizes the executive compensation feedback the Company received during the outreach effort, and the actions taken in response.

  12. Stockholder Engagement in Response to 2023 Say-on-Pay Outcome

    | WHAT WE HEARD | HOW WE RESPONDED | | • While many of the stockholders recognized the retention value and the extraordinary circumstances that warranted them, some stockholders questioned the special one-time retention awards granted to three named executive officers in 2022. | • The Compensation Committee affirms its belief that special awards should be used only in rare and compelling circumstances where it believes such awards are necessary to attract, promote, or retain key talent to drive business results or to support the Company’s critical strategic priorities. The Compensation Committee commits that it will not make additional special awards outside of such rare and compelling circumstances. The Compensation Committee further undertakes that it will consult with its independent compensation consultant in the event that any additional special award is contemplated for an executive officer in the future. | | • Some stockholders raised concerns regarding the operational goals-based PSUs and the level of disclosure of achievement of such goals. | • Based on stockholder feedback, for the PSUs granted in the spring of 2024, the Compensation Committee replaced the operational goals with a relative total stockholder return (TSR) approach. • In addition, in 2024, PSUs represented 50% of our CEO’s annual equity grant value, compared to 25% of his annual equity grant value in 2023. Time-based RSUs were not part of his 2024 annual grant. • With regard to the outstanding performance options and performance stock units, the Company included additional disclosure as to the achievement of related operational goals. See “ELEMENTS OF EXECUTIVE COMPENSATION – Long-Term Incentives ”. |

  13. Stockholder Engagement in Response to 2023 Say-on-Pay Outcome

    2024 PSU Program Changes. The Compensation Committee concurrently began an overall review of the Company’s executive compensation program, taking into account previous stockholder feedback, a review of peer practices, and input from the Compensation Committee’s independent compensation consultant. The Compensation Committee understood from stockholders that there was concern over the inclusion of operational objectives in the PSU program, which were viewed as potentially encouraging a shorter-term focus and not being directly aligned with shareholder return. In response, the Compensation Committee changed the structure of the PSU design, beginning with 2024 grants, such that awards are earned for the Company’s TSR performance over three-year measurement periods relative to a subset consisting of the approximately 65% of the members of the Nasdaq Biotechnology Index that are most similar to the Company – i.e., excluding (1) recent-public companies, (2) companies with less than $100 million in revenues and market capitalizations less than $1 billion, and (3) pharmaceutical companies with market capitalizations of over $100 billion. Earnouts under the re-designed PSUs, which were granted on March 25, 2024, range from 0% to 150% of target as follows:

  14. Stockholder Engagement in Response to 2023 Say-on-Pay Outcome

    | | Acadia’s TSR vs. Peer Companies | % of Target Earned(1) | | Maximum | 75th Percentile | 150% | | Target | 50th Percentile | 100% | | Threshold | 25th Percentile | 50% |

  15. Stockholder Engagement in Response to 2023 Say-on-Pay Outcome

    (1) Straight-line interpolation is used to calculate earnouts for performance between the points shown. In addition, earnouts under the re-designed PSUs are capped at 100% of target if the Company’s TSR performance over the applicable three-year measurement period is negative. The Compensation Committee determined that this change would demonstrate responsiveness to stockholder feedback and simplify the PSU program in alignment with peer and market practice. In addition, in 2024, PSUs represented 50% of our CEO’s annual equity grant value, compared to 25% of his annual equity grant value in 2023. Time-based RSUs were not part of his 2024 annual grant.

  16. Peer Group and Benchmarking

    Peer Group and Benchmarking General. The Compensation Committee uses a peer group developed in coordination with an independent compensation consulting firm to assist it in understanding market factors, including the range of base salary, target annual incentive compensation, and equity grant levels offered for comparable roles at comparable companies. The Compensation Committee looks to the peer group of companies, as well as the broader market, as a baseline for executive compensation decisions. Generally, it does not target executive officer compensation at a specific level or percentage relative to compensation provided by the companies in the peer group or broader market. Instead, when determining compensation for executive officers, the Compensation Committee takes into account a broad array of factors, including the experience level of the executives in their current positions, the overall financial and strategic performance of the Company during the year and the performance and contribution of each executive officer during the year relative to individual, pre-defined goals and objectives. 2023 Peer Group. In the fall of 2022, the Compensation Committee engaged an independent compensation consulting firm, FW Cook, to assist it with the development of an updated peer group to reference for 2023 compensation. The following changes were made to the peer group: BioCryst Pharmaceuticals, ChemoCentryx, Corcept Therapeutics, Sorrento Therapeutics and Supernus Pharmaceuticals were added, and Amarin, bluebird bio, Heron Therapeutics, Intercept Pharma, Jazz Pharmaceuticals, Neurocrine and Zogenix were removed. The updated peer group reflects changes that were made primarily in consideration of peers that were either outside the size criteria (e.g., market capitalization was too high) or experienced significant price declines, as well as one peer that was acquired from the time that the peer group was last approved in the fall of 2021. In establishing the peer group for 2023, the Compensation Committee considered potential peer companies’ stage of development and size (especially market capitalization) relative to Acadia. The resulting peer group used for 2023 compensation decisions consisted of:

  17. Peer Group and Benchmarking

    | Alkermes | Insmed | | Amicus Therapeutics | Intra-Cellular Therapies | | Apellis Pharmaceuticals | Ironwood Pharmaceuticals | | Biocryst Pharmaceuticals | Nektar Therapeutics | | Biohaven Pharmaceuticals | Pacira BioSciences | | Blueprint Medicines | PTC Therapeutics | | ChemoCentryx | Sage Therapeutics | | Corcept Therapheutics | Sorrento Therapeutics | | FibroGen | Supernus Pharmaceuticals | | Global Blood Therapeutics | Ultragenyx |

  18. Peer Group and Benchmarking

    When the 2023 peer group was selected in September 2022, Acadia’s market capitalization of approximately $2.7 billion was at the 41st percentile of the peer group (based on last fiscal year average market capitalization for Acadia and its peers). In the fall of 2023, with the assistance of FW Cook, the Compensation Committee approved an updated peer group to be used for 2024 compensation decisions. The following changes were made to the peer group: Axsome Therapeutics, Exelixis, Ionis Pharmaceuticals, Jazz Pharmaceuticals, Neurocrine Biosciences, and Sarepta Therapeutics were added, and Biohaven Pharmaceuticals, ChemoCentryx, FibroGen, Global Blood, Ironwood Pharmaceuticals, Nektar Therapeutics, and Sorrento Therapeutics were removed. The updated peer group reflects changes that were made primarily in consideration of peers that were either outside the size criteria (e.g., market capitalization was too low) or were acquired or otherwise ceased to exist as independent public companies since the time the peer group was last approved in the fall of 2022.

  19. Performance Evaluation

    Performance Evaluation Historically, the Chief Executive Officer has evaluated the performance of the other executive officers on an annual basis and made recommendations to the Compensation Committee with respect to salary adjustments, bonuses and equity awards. For 2023, Mr. Davis provided guidance to the Compensation Committee on the Company’s achievement of corporate goals, based on his discussions with senior management. The Compensation Committee exercises its discretion in determining recommendations to the Board for salary adjustments and discretionary cash and equity awards for executive officers. Mr. Davis did not participate in, and was not present during, any deliberations or determinations of the Compensation Committee regarding his compensation or his performance.

  20. Base Salary

    Mr. Kim ceased being an executive officer in February 2024 and remains employed as a non-executive employee. (2) Dr. Williamson joined the Company in January 2023 and his employment was terminated without cause in April 2024. For more information, see below under “—Potential Payments Upon Termination or Change in Control.”

  21. Annual Incentive Bonuses

    Annual Incentive Bonuses The Compensation Committee believes that performance-based cash bonuses play an important role in providing incentives to executives to achieve defined annual corporate goals. At the beginning of each year, the Compensation Committee reviews a detailed set of overall corporate performance goals for the current year prepared by management that are intended to apply to the executives’ annual incentive awards. For 2023, if those goals are achieved in full, 77.5% of the executives’ annual target incentive awards would be earned. In early 2023, the Compensation Committee reserved and later exercised its ability to approve additional corporate performance goals at mid-year that would result, if achieved in full, in the remaining 22.5% of the executives’ annual target incentive awards being earned. The performance metrics against which executive officers are measured are pre-established, clearly communicated, measurable, and consistently applied. The Compensation Committee considers these metrics to be objectively measurable, rigorous and not susceptible to discretionary interpretation or application. The target annual incentive bonuses in 2023 were as follows in the table below. Actual bonuses can range from 0 to 150% of the applicable target percentage based on the Compensation Committee’s quantifiable assessment of total corporate goal achievement to align delivered pay with actual performance.

  22. Annual Incentive Bonuses

    | Name | Base Salary Paid in 2023 | Target Bonus (as % of Base Salary) | Target Bonus | | Stephen R. Davis | $856,593 | 80% | $685,274 | | Mark C. Schneyer | $484,842 | 50% | $242,421 | | Brendan P. Teehan | $500,650 | 50% | $250,325 | | Austin D. Kim | $509,433 | 50% | $254,717 | | Douglas J. Williamson | $536,192 | 50% | $268,096 |

  23. Annual Incentive Bonuses

    For 2023, the Board established corporate goals related to the following categories:

  24. Annual Incentive Bonuses

    | 2023 Corporate Annual Cash Incentive Plan Goals(1) | | Target Points | Achievement | | 1. | NUPLAZID net product sales(2) | 20.0(2) | 25.5(2) | | 2. | DAYBUE net product sales(3) | 25.0(3) | 36.3(3) | | 3. | Trofinetide NDA approval | 10.0 | 15.0 | | 4. | Initiation of DAYBUE real world evidence study | 2.5 | 2.5 | | 5. | Initiation of ACP-204 Phase 2/3 study in Alzheimer’s disease psychosis | 17.5 | 17.5 | | 6. | Positive top-line results in pimavanserin NSS Phase 3 study(4) | — | — | | 7. | Initiation of ACP-101 Phase 3 study in Prader-Willi syndrome | 10.0 | 10.0 | | 8. | Business development transactions | 15.0 | 22.5 | | | Total: | 100 | 129.3 |

  25. Annual Incentive Bonuses

    These corporate performance goals include highly sensitive competitive data, including pre-clinical, clinical, regulatory and financial targets. Except as set forth below, we do not disclose the specific portions of these goals because we believe that such disclosure would result in competitive harm to us. We purposely set these goals at challenging levels. Revealing certain elements of these goals could potentially reveal insights about our pre-clinical, clinical, regulatory and strategic plans or objectives that our competitors or potential collaborators could use against us. (2) The applicable annual NUPLAZID net product sales threshold, target and outperform levels set at beginning of year and at mid-year, and the applicable points, were as follows:

  26. Annual Incentive Bonuses

    | | 2023 NUPLAZID Net Product Sales (in millions) and Points | | | | Beginning-of-Year Goals | Mid-Year Goals | | Threshold | $518 (9.375 points) | $530 (5.625 points) | | Target | $540 (12.5 points) | $540 (7.5 points) | | Outperform at 150% | $560 (18.75 points) | $560 (11.25 points) | | Outperform at 200% | $580 (25.0 points) | $580 (15.0 points) |

  27. Annual Incentive Bonuses

    The final achievement measurement is subject to the adjustments that the Board reserved the right to make at its discretion at the time the goals were set, including based on any unplanned changes in weighted average cost associated with price increases or discounts and unbudgeted year-end inventory levels, which the Board determined should not affect measurement of achievement. The actual full-year 2023 net product sales of NUPLAZID were $549.2 million. As adjusted, $551.1 million was used to measure the achievement. Straight-line interpolation is used to measure the achievement for performance between the points shown. (3) The applicable annual DAYBUE net product sales threshold, target and outperform levels set at beginning of year and at mid-year, and the applicable points, were as follows:

  28. Annual Incentive Bonuses

    | | 2023 DAYBUE Net Product Sales (in millions) and Points | | | | Beginning-of-Year Goals | Mid-Year Goals* | | Threshold | $43 (7.5 points) | $149 (11.25 points) | | Target | $77 (10.0 points) | $175 (15.0 points) | | Outperform at 150% | $93 (15.0 points) | $188 (22.5 points) | | Outperform at 200% | $114 (20.0 points) | $200 (30.0 points) |

  29. Annual Incentive Bonuses

    * The significantly more challenging annual net product sales threshold, target and outperform levels set at mid-year were based on strong performance observed at the mid-year review and reflect the rigor of the program. The final achievement measurement is subject to the adjustments that the Board reserved the right to make at its discretion at the time the goals were set, including based on changes in launch price or price increases, which the Board determined should not affect measurement of achievement. The actual full-year 2023 net product sales of DAYBUE were $177.2 million and this figure was used to measure the achievement. Straight-line interpolation is used to measure the achievement for performance between the points shown. (4) No target points were assigned. However, subject to the Board’s discretion, additional points were available if topline results in pimavanserin NSS Phase 3 study were released prior to the setting of 2024 goals. As such results were released after the setting of 2024 goals, no points were assigned and no points were awarded. Actual payout was determined by the Compensation Committee based on achievement of the pre-established goals, which have individual weightings and criteria for determination of payout above and below target levels. The Compensation Committee applied the pre-established quantitative criteria to assessing 2023 annual incentives. Both NUPLAZID and DAYBUE net product sales exceeded target, as detailed above, with the latter achieving a particularly strong performance. Favorable product label was deemed by the Compensation Committee to warrant points being earned at an outperform level for the trofinetide NDA approval. Advanced R&D objectives were met at a high level, both in terms of timing and achievement, and accordingly the Compensation Committee awarded points at the target level in this category. Finally, in the business development category, the execution of several transactions, most notably the acquisition of ex-North American rights to trofinetide, was deemed by the Compensation Committee to warrant points being earned at an outperform level. The total annual cash incentive percentage, therefore, was 129.29% of target for each executive. The resulting individual bonus percentages were as follows:

  30. Annual Incentive Bonuses

    | Name | 2023 Annual Bonus Achieved (as % of Target) | Actual Bonus for 2023 | Actual Bonus for 2023 (as % of Base Salary) | | Stephen R. Davis | 129.3% | $886,184 | 103.5% | | Mark C. Schneyer | 129.3% | $313,494 | 64.7% | | Brendan P. Teehan | 129.3% | $323,716 | 64.7% | | Austin D. Kim | 129.3% | $329,395 | 64.7% | | Douglas J. Williamson | 129.3% | $347,178 | 64.7% |

  31. Long-Term Incentives

    Long-Term Incentives The grant date fair value of each executives’ equity awards granted is based on the executive’s position, the executive’s performance in the prior year, the Company’s overall performance, and the executive’s potential for continued sustained contributions to the Company’s success. Based on market data provided by FW Cook, the Compensation Committee also considers the equity grant levels of the peer group. The Compensation Committee set the 2023 annual equity grant values below the 50th percentile of the peer group for each of the named executive officers. Individual 2023 equity grant values are as follows:

  32. Long-Term Incentives

    | Name | 2023 Target Long-Term Incentive Value | 2023 Actual Grant Date Fair Value(1) | | Stephen R. Davis | $6,900,000 | $5,813,669 | | Mark C. Schneyer | $2,100,000 | $1,769,390 | | Brendan P. Teehan | $2,100,000 | $1,769,390 | | Austin D. Kim | $1,400,000 | $1,179,574 | | Douglas J. Williamson(2) | $3,250,000 | $3,685,392 |

  33. Long-Term Incentives

    (1) Value differs from target LTI value because 1) the number of awards granted is calculated using the 30-trading day volume weighted average price prior to grant and 2) PSUs have grant date fair value of $0 since earnout is deemed improbable at the time of grant. (2) In connection with the commencement of his employment, Dr. Williamson received a “new hire” equity award with a target LTI value of $3,250,000 at the date of grant consisting of 75% in time-based stock options and 25% in time-based RSUs. This LTI value was approximately 1.3 times the median annual grant value for named executive officers at our peer group who were heads of research and/or development. Dr. Williamson was not eligible to receive an annual grant in 2023. Following termination of his employment without cause in April 2024, approximately 71% of such stock options and all such RSUs were forfeited. In 2023, annual grants were made in May for our named executive officers (other than Dr. Williamson) with the following equity mix: 50% time-based stock options; 25% PSUs; and 25% time-based RSUs. Each of these awards vest as described below. For details on the awards granted in 2023, please see the Grants of Plan-Based Awards table below. Time-Based Stock Options (50% Weighting). Options are granted based on the belief that they naturally align executives with the creation of stockholder value and are the best long-term incentive vehicle to retain and promote the Company’s entrepreneurial culture. Time-based options vest 25% after one year and in equal monthly installments over the next three years and have a ten-year term. The Compensation Committee believes that stock options are inherently performance-based, incentivize executives to make decisions that ensure long-term success and are appropriate and advantageous for the following additional reasons: Value is only realized if the stock price increases, thereby aligning the interests of executives with those of stockholders. • Stock options have greater downside risk than full-value awards, as they do not provide any value to the holder if the stock price declines below the exercise price, which is determined as of the date of grant. • The ten-year term of options gives executives the opportunity to realize value over a long period of time, which promotes long-term thinking and value creation. • Stock options are well understood and help attract and retain executives who contribute to the Company’s entrepreneurial culture. PSUs (25% Weighting). PSUs provide for alignment with the Company’s long-term strategic goals. PSUs are earned only if the Company achieves rigorous long-term goals related to NUPLAZID net product sales, DAYBUE net product sales, pimavanserin development and other research and development objectives and business development goals focused on complementary indications benefiting from the Company’s demonstrated expertise in development and commercialization. For the PSUs granted in 2023, the goals may be achieved between 2023 and 2028, with a decreasing number of points (or no points) earned for achievement in later years. Up to 60 possible points may be earned, and achieving certain point thresholds results in PSUs becoming vested upon confirmation of achievement by the Compensation Committee. The goals represent diversified business and development strategies, not all of which are expected to come to fruition. As such, we consider achievement of all goals to be highly unlikely and the achievement of the points required to earn target and maximum level payouts to represent very strong and truly outstanding performance, respectively. There is a minimum vesting period of two years after grant for all earned awards.

  34. PSU Earnout Schedule

    PSU Earnout Schedule

  35. PSU Earnout Schedule

    | Total Points Earned | Awards Earned (% Target) | | <8 | 0% | | 8 | 50% | | 12 | 75% | | 15 | 100% | | 18 | 125% | | 21 | 150% | | 24 | 175% | | ≥28 | 200% |

  36. PSU Earnout Schedule

    The PSU goals are pre-established, challenging, clearly communicated, measurable, and consistently applied. They focus on long-term performance, unlike our annual cash incentive program, which focuses on short-term performance. For example, only a portion of potential points in the category of NUPLAZID net product sales achievement can be earned during 2023 (corresponding to a similarly limited portion of total potential points in the PSU earnout schedule). The remainder of net product sales goals can be earned in 2024-2028. The categories of goals, performance periods and weightings are as follows:

  37. PSU Earnout Schedule

    | Goal Category(1) | Performance Period(2) | Weighting | | NUPLAZID net product sales | 2023-2028 | 37.5% of available points | | DAYBUE net product sales | 2023-2028 | 18.8% of available points | | FDA approval of additional uses of pimavanserin | 2024-2027 | 6.3% of available points | | ACP-204 continued clinical development | 2024-2027 | 6.3% of available points | | Development and approval of non-pimavanserin compound(s) | 2023-2028 | 18.8% of available points | | Non-financial achievement | 2023-2028 | 12.5% of available points |

  38. PSU Earnout Schedule

    These corporate performance goals include highly sensitive competitive data, including pre-clinical, clinical, regulatory and financial targets. Except as set forth below, we do not disclose the specific portions of these goals because we believe that such disclosure would result in competitive harm to us. We purposely set these goals at challenging levels. Revealing certain elements of these goals could potentially reveal insights about our pre-clinical, clinical, regulatory and strategic plans or objectives that our competitors or potential collaborators could use against us. (2) A decreasing number of points, or zero points, would be earned for achievement in later years. As is typical, the PSU goals were adopted by the Compensation Committee in the spring of 2023. Under prior years’ performance equity programs for 2017, 2018 and 2019, four, six and four points were earned against the schedules of performance options or PSUs granted in such years, respectively. These points were earned in 2019 and 2020 based on NUPLAZID net product sales goals that were achieved in 2019 and 2020 and resulted in the vesting of one-half of the target number of performance awards granted in each of 2017, 2018 and 2019. No additional performance option or PSU goals were achieved in 2021 and 2022, attesting to the difficulty of meeting the objectives necessary to vest the performance options and PSUs. In the spring of 2024, the Compensation Committee determined that two goals (trofinetide approval and DAYBUE net product sales) totaling eight points were achieved in 2023, resulting in the vesting of one-half the number of target performance awards granted in 2022. The trofinetide approval goal needed to be achieved prior to year-end 2023 in order to achieve the designated number of points. The actual full year 2023 net product sales of DAYBUE were $177.2 million. The applicable 2023 DAYBUE net product sales goal was exceeding $150 million.

  39. PSU Earnout Schedule

    | Performance Equity Awards Outstanding on 12/31/2023 | | | | | | Grant Date | Award Type | Award Earned (% Target) | Year(s) of Earnout | Objective(s) Achieved | | 8/3/2017* | Perf. Option | 50 | 2020 | Net product sales, clinical POC | | 9/7/2017* | Perf. Option | 50 | 2020 | Net product sales, clinical POC | | 4/8/2018* | Perf. Option | ― | ― | ― | | 10/15/2018* | Perf. Option | 50 | 2020 | Net product sales, clinical POC | | 4/29/2019* | PSU | 50 | 2020 | Net product sales | | 1/6/2020 | PSU | ― | ― | ― | | 2/23/2021 | PSU | ― | ― | ― | | 4/5/2022 | PSU | 50 | 2023 | Net product sales, FDA approval | | 5/1/2023 | PSU | ― | ― | ― |

  40. PSU Earnout Schedule

    * Performance period ended on 12/31/2023 and the unvested awards were cancelled effective February 2024. Time-Based Restricted Stock Units (25% Weighting). The Company believes that RSUs are a stable equity vehicle that has significant retentive value. The RSUs vest in four annual installments beginning on the first anniversary of the grant date.

  41. Equity Grant Policies

    Equity Grant Policies Executives’ stock options are granted with an exercise price based on the fair market value, which has been deemed to be the closing price on the date of grant. Stock option grants to executives currently are made pursuant to our 2010 Plan. The Company does not coordinate the grant of stock options to the timing of releases of material non-public information. New hire equity grants consist of both time-based stock options and RSUs, with a higher proportion of the overall grant value made up of stock options for senior vice presidents and above. In addition, new hire equity grants are made on a dollar value basis rather than as a fixed number of awards dependent upon level. For executive-level hires, the award value takes into account the executive’s qualifications, experience and competitive market information for similar positions in the biotechnology industry, as well as the then-current compensation approach of the Company.

  42. Post-employment Compensation

    Post-employment Compensation The named executive officers are entitled to certain severance and change in control benefits, the terms of which are described below under “—Potential Payments upon Termination or Change of Control.” These severance and change in control benefits are an essential element of the overall executive compensation package and assist the Company in recruiting and retaining talented individuals and aligning the executive’s interests with the best interests of the stockholders.

  43. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table shows, for the fiscal years ended December 31, 2023, 2022, and 2021, compensation awarded to or paid to, or earned by, the Company’s Chief Executive Officer, Chief Financial Officer, and its three other most highly compensated executive officers as of December 31, 2023 (the “Named Executive Officers” or “NEOs”).

  44. Summary Compensation Table

    Summary Compensation Table

  45. Summary Compensation Table

    | Name | Title | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Stephen R. | Chief Executive Officer | 2023 | 856,593 | — | 1,948,017 | 3,865,652 | 886,184 | 30,568 | 7,587,014 | | Davis(4) | | 2022 | 822,316 | — | 8,926,598 | 3,643,271 | 615,810 | 20,144 | 14,028,139 | | | | 2021 | 792,831 | — | 4,355,433 | 4,403,433 | 196,654 | 44,937 | 9,793,289 | | Mark C. | Executive Vice President, | 2023 | 484,842 | — | 592,883 | 1,176,507 | 313,494 | 23,478 | 2,591,204 | | Schneyer(5) | Chief Financial Officer | 2022 | 467,283 | — | 269,143 | 269,143 | 218,515 | 15,230 | 1,239,314 | | | | 2021 | 398,183 | — | 2,083,089 | 544,236 | 52,337 | 104,973 | 3,182,819 | | Brendan P. | Executive Vice President, | 2023 | 500,650 | — | 592,883 | 1,176,507 | 323,716 | 24,834 | 2,618,590 | | Teehan(6) | Chief Operating Officer and | 2022 | 482,521 | — | 220,199 | 222,643 | 225,641 | 16,148 | 1,167,152 | | | Head of Commercial | 2021 | 393,917 | — | 1,765,002 | 222,643 | 48,065 | 44,488 | 2,474,115 | | Austin D. Kim(7) | Former Executive Vice | 2023 | 509,433 | — | 395,241 | 784,333 | 329,395 | 6,144 | 2,024,546 | | | President, General Counsel, | 2022 | 489,042 | — | 2,924,370 | 890,573 | 228,895 | 4,212 | 4,537,092 | | | and Secretary | 2021 | 470,180 | — | 880,895 | 890,573 | 65,606 | 23,449 | 2,330,704 | | Douglas J. | Former Executive Vice | 2023 | 536,192 | — | 960,925 | 2,724,467 | 347,178 | 19,931 | 4,588,693 | | Williamson(8) | President, Head of | 2022 | — | — | — | — | — | — | — | | | Research and Development | 2021 | — | — | — | — | — | — | — |

  46. Summary Compensation Table

    (1) Represents value of RSUs and PSUs granted in each year. The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For RSUs, the grant date fair value was computed using the closing price of the Company’s common stock on the date of grant. Certain RSUs are subject to accelerated vesting in certain circumstances. For PSUs granted in 2021, the Company assumed that performance goals will be achieved at target to determine the grant date fair value. For PSUs granted in 2022 and 2023, the achievement of performance goals was deemed not probable at the time of grant and therefore such PSUs had no grant date fair value. Accordingly, the values for the PSUs in the table above reflect less than the maximum potential value of the awards. The table below shows the maximum payouts that were possible for the PSUs awarded in 2023 based on the closing price of the Company’s common stock on the date of grant and assuming the maximum level of performance was achieved.

  47. Summary Compensation Table

    | Name | Target PSU Value | Maximum PSU Value | | Stephen R. Davis | $1,948,017 | $3,896,034 | | Mark C. Schneyer | $592,883 | $1,185,767 | | Brendan P. Teehan | $592,883 | $1,185,767 | | Austin D. Kim | $395,241 | $790,482 | | Douglas J. Williamson(8) | $— | $— |

  48. Summary Compensation Table

    Amounts shown do not reflect compensation actually received by the named individual. “Option Awards” includes the grant date fair value of option awards granted in the year indicated as computed in accordance with authoritative accounting guidance. See Note 2 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions used to determine the valuation of stock option awards. (3) Amounts for each year are annual incentive bonuses. (4) For 2023, “All Other Compensation” includes $16,500 in employer 401(k) matching. (5) Mr. Schneyer’s appointment as our Executive Vice President, Chief Financial Officer was effective December 9, 2021. For 2023, “All Other Compensation” includes $16,500 in employer 401(k) matching. (6) Mr. Teehan’s appointment as our Executive Vice President, Chief Operating Officer, Head of Commercial was effective November 1, 2021. For 2023, “All Other Compensation” includes $16,500 in employer 401(k) matching. (7) Mr. Kim ceased being an executive officer in February 2024 and remains employed as a non-executive employee. (8) Dr. Williamson’s appointment as our Executive Vice President, Head of Research & Development was effective in February 2023, and he was not a Named Executive Officer in 2022 or 2021. Dr. Williamson did not receive a PSU award in 2023. For 2023, “All Other Compensation” includes $16,500 in employer 401(k) matching. Dr. Williamson’s employment was terminated without cause in April 2024. For more information, see below under “—Potential Payments Upon Termination or Change in Control.”

  49. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows certain information regarding grants of plan-based awards to the Named Executive Officers for the fiscal year ended December 31, 2023:

  50. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023

  51. Grants of Plan-Based Awards in Fiscal 2023

    | | | | | | | | | All Other Stock Awards: | All Other Option Awards: | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | Number of Securities | Number of Securities | Exercise or Base Price of | Grant Date Fair Value of | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Underlying RSUs (#)(3) | Underlying Options (#)(4) | Option Awards ($)(5) | Equity Awards ($)(6) | | Stephen | N/A | — | 685,274 | 1,027,912 | — | — | — | — | — | — | — | | R. Davis | 5/1/2023 | — | — | — | — | — | — | — | 295,503 | 21.75 | 3,865,652 | | | 5/1/2023 | — | — | — | — | — | — | 89,564 | — | — | 1,948,017 | | | 5/1/2023 | — | — | — | 44,782 | 89,564 | 179,128 | — | — | — | — | | Mark C. | N/A | — | 242,421 | 363,631 | — | — | — | — | — | — | — | | Schneyer | 5/1/2023 | — | — | — | — | — | — | — | 89,936 | 21.75 | 1,176,507 | | | 5/1/2023 | — | — | — | — | — | — | 27,259 | — | — | 592,883 | | | 5/1/2023 | — | — | — | 13,630 | 27,259 | 54,518 | — | — | — | — | | Brendan | N/A | — | 250,325 | 375,488 | — | — | — | — | — | — | — | | P. Teehan | 5/1/2023 | — | — | — | — | — | — | — | 89,936 | 21.75 | 1,176,507 | | | 5/1/2023 | — | — | — | — | — | — | 27,259 | — | — | 592,883 | | | 5/1/2023 | — | — | — | 13,630 | 27,259 | 54,518 | — | — | — | — | | Austin D. | N/A | — | 254,717 | 382,075 | — | — | — | — | — | — | — | | Kim | 5/1/2023 | — | — | — | — | — | — | — | 59,957 | 21.75 | 784,333 | | | 5/1/2023 | — | — | — | — | — | — | 18,172 | — | — | 395,241 | | | 5/1/2023 | — | — | — | 9,086 | 18,172 | 36,344 | — | — | — | — | | Douglas J. | N/A | — | 268,096 | 402,144 | — | — | — | — | — | — | — | | Williamson | 2/10/2023 | — | — | — | — | — | — | — | 237,296 | 18.97 | 2,724,467 | | | 2/10/2023 | — | — | — | — | — | — | 50,655 | — | — | 960,925 |

  52. Grants of Plan-Based Awards in Fiscal 2023

    (1) Amounts reported represent the potential short-term incentive compensation amounts payable for our 2023 fiscal year under our annual cash incentive program. The amounts reported represent each NEO’s target and maximum possible payments for 2023. Because actual payments to the NEOs could range from 0% to 150% of their target bonus, no threshold payment amount has been established for the NEOs. The actual short-term incentive bonus amount earned by each NEO for 2023 is reported in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table above. Amounts reported represent PSUs, which are subject to performance vesting conditions, as described above in the “Compensation Discussion and Analysis – Elements of Executive Compensation—Long-Term Incentives” section. Amounts reported represent service-based restricted stock units which vest in four equal annual installments. (4) Amounts reported represent service-based option awards which vest 25% after one year and in equal monthly installments thereafter. (5) In accordance with the terms of the 2010 Plan, the exercise price of each option was set at the market closing price of the Company’s common stock on the date of grant. PSU and RSU awards were made at the same time. (6) Represents value of all equity awards granted in 2023. The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For RSUs, the grant date fair value was computed using the closing price of the Company’s common stock on the date of grant. For PSUs granted in 2021, the Company assumed that performance goals will be achieved at target to determine the grant date fair value. For PSUs granted in 2022 and 2023, the achievement of performance goals was deemed not probable at the time of grant and therefore such PSUs had no grant date fair value. The values recognized in the “Grant Date Fair Value of Equity Awards” column above do not reflect estimated forfeitures.

  53. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table shows certain information regarding outstanding equity awards at December 31, 2023 for the Named Executive Officers:

  54. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023

  55. Outstanding Equity Awards at December 31, 2023

    | | Option Awards | | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($) | Option Expiration Date (1) | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Stephen R. Davis | 220,000 | — | — | 20.77 | 7/14/2024 | | — | — | — | — | | | 220,000 | — | — | 34.45 | 3/19/2025 | | — | — | — | — | | | 225,000 | — | — | 35.91 | 8/31/2025 | | — | — | — | — | | | 100,000 | — | — | 19.65 | 3/14/2026 | | — | — | — | — | | | 243,750 | — | — | 36.54 | 3/7/2027 | | — | — | — | — | | | 40,625 | — | 40,625 | 29.59 | 8/2/2027(5) | | — | — | — | — | | | 243,750 | — | — | 35.80 | 9/6/2027 | | — | — | — | — | | | 40,625 | — | 40,625 | 35.80 | 9/6/2027(5) | | — | — | — | — | | | — | — | 45,000 | 19.98 | 4/17/2028(5) | | — | — | — | — | | | 135,000 | — | — | 19.98 | 4/17/2028 | | — | — | — | — | | | 23,750 | — | 23,750 | 21.28 | 10/14/2028(5) | | — | — | — | — | | | 95,000 | — | — | 21.28 | 10/14/2028 | | — | — | — | — | | | 219,298 | — | — | 25.12 | 4/28/2029 | | — | — | — | — | | | — | — | — | | | 4/29/2019(5) | — | — | 31,250 | 978,438 | | | 135,422 | 2,882 | — | 42.81 | 1/5/2030 | | — | — | — | — | | | — | — | — | | | 1/6/2020 | 9,528 | 298,322 | — | — | | | — | — | — | | | 1/6/2020 | — | — | 38,110 | 1,193,224 | | | 114,204 | 47,026 | — | 49.74 | 2/22/2031 | | — | — | — | — | | | — | — | — | | | 2/23/2021 | 21,892 | 685,439 | — | — | | | — | — | — | | | 2/23/2021 | — | — | 43,782 | 1,370,814 | | | 99,137 | 138,794 | — | 25.75 | 4/4/2032 | | — | — | — | — | | | — | — | — | | | 4/5/2022 | 52,000 | 1,628,120 | — | — | | | — | — | — | | | 4/5/2022 | — | — | 69,333 | 2,170,816 | | | — | — | — | | | 4/5/2022(6) | 173,332 | 5,427,025 | — | — | | | — | 295,503 | — | 21.75 | 4/30/2033 | | — | — | — | — | | | — | — | — | | | 5/1/2023 | 89,564 | 2,804,249 | — | — | | | — | — | | | | 5/1/2023 | — | — | 89,564 | 2,804,249 | | | 2,155,561 | 484,205 | 150,000 | | | | 346,316 | 10,843,154 | 272,039 | 8,517,541 | | Mark C. Schneyer | 35,932 | 5,134 | — | 46.81 | 6/7/2030 | | — | — | — | — | | | — | — | — | | | 6/8/2020 | 1,893 | 59,270 | — | — | | | 14,114 | 5,813 | — | 49.74 | 2/22/2031 | | — | — | — | — | | | — | — | — | | | 2/23/2021 | 2,706 | 84,725 | — | — | | | — | — | — | | | 2/23/2021 | — | — | 5,411 | 169,418 | | | — | — | — | | | 11/17/2021(6) | 39,652 | 1,241,504 | — | — | | | 30,171 | 42,243 | — | 25.75 | 4/4/2032 | | — | — | — | — | | | — | — | — | | | 4/5/2022 | 15,826 | 495,512 | — | — | | | — | — | — | | | 4/5/2022 | — | — | 21,101 | 660,672 | | | — | 89,936 | — | 21.75 | 4/30/2033 | | — | — | — | — | | | — | — | — | | | 5/1/2023 | 27,259 | 853,479 | — | — | | | — | — | — | | | 5/1/2023 | — | — | 27,259 | 853,479 | | | 80,217 | 143,126 | — | | | | 87,336 | 2,734,490 | 53,771 | 1,683,570 | | Brendan P. Teehan | 52,500 | — | — | 16.87 | 7/15/2028 | | — | — | — | — | | | 10,993 | — | — | 25.12 | 4/28/2029 | | — | — | — | — | | | 9,141 | 195 | — | 42.81 | 1/5/2030 | | — | — | — | — | | | — | — | — | | | 1/6/2020 | 1,287 | 40,296 | — | — | | | 5,774 | 2,378 | — | 49.74 | 2/22/2031 | | — | — | — | — | | | — | — | — | | | 2/23/2021 | 2,214 | 69,320 | — | — | | | — | — | — | | | 11/17/2021(6) | 39,652 | 1,241,504 | — | — | | | 28,735 | 40,231 | — | 25.75 | 4/4/2032 | | — | — | — | — | | | — | — | — | | | 4/5/2022 | 15,072 | 471,904 | — | — | | | — | — | — | | | 4/5/2022 | — | — | 20,096 | 629,206 | | | — | 89,936 | — | 21.75 | 4/30/2033 | | — | — | — | — | | | — | — | — | | | 5/1/2023 | 27,259 | 853,479 | — | — | | | — | — | — | | | 5/1/2023 | — | — | 27,259 | 853,479 | | | 107,143 | 132,740 | — | | | | 85,484 | 2,676,504 | 47,355 | 1,482,685 | | Austin D. Kim | 113,750 | — | — | 17.58 | 7/17/2028 | | — | — | — | — | | | 42,173 | — | — | 25.12 | 4/28/2029 | | — | — | — | — | | | — | — | — | | | 4/29/2019 | — | — | 6,010 | 188,173 | | | 23,215 | 494 | — | 42.81 | 1/5/2030 | | — | — | — | — | | | — | — | — | | | 1/6/2020 | 1,634 | 51,161 | — | — |

  56. Outstanding Equity Awards at December 31, 2023

    | | Option Awards | | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($) | Option Expiration Date (1) | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | | — | — | — | | | 1/6/2020 | — | — | 6,533 | 204,548 | | | 23,097 | 9,511 | — | 49.74 | 2/22/2031 | | — | — | — | — | | | — | — | — | | | 2/23/2021 | 4,428 | 138,641 | — | — | | | — | — | — | | | 2/23/2021 | — | — | 8,855 | 277,250 | | | 27,298 | 38,219 | — | 25.75 | 4/4/2032 | | — | — | — | — | | | — | — | — | | | 4/5/2022 | 14,319 | 448,328 | — | — | | | — | — | — | | | 4/5/2022 | — | — | 19,092 | 597,771 | | | — | — | — | | | 4/5/2022(6) | 60,289 | 1,887,649 | — | — | | | — | 59,957 | — | 21.75 | 4/30/2033 | | — | — | — | — | | | — | — | — | | | 5/1/2023 | 18,172 | 568,965 | — | — | | | — | — | — | | | 5/1/2023 | — | — | 18,172 | 568,965 | | | 229,533 | 108,181 | — | | | | 98,842 | 3,094,743 | 58,662 | 1,836,707 | | Douglas J. Williamson | — | 237,296 | — | 18.97 | 2/9/2033 | | — | — | — | — | | | — | — | — | | | 2/10/2023 | 50,655 | 1,586,008 | — | — | | | — | 237,296 | — | | | | 50,655 | 1,586,008 | — | — |

  57. Outstanding Equity Awards at December 31, 2023

    Time-based options granted to our Named Executive Officers vest over four years with 25% of the total number of shares subject to an option vesting after the first year and 1/48th per month thereafter. Awards are time-based unless indicated as performance-based awards. Options expire on the 10th anniversary of the grant date. (2) Performance-based award. Vesting of performance-based option awards depends on achievement of net product sales, research and development, and business development goals described in proxy statements for the years of their grant. The amounts in this column reflect the target shares issuable pursuant to such options. If appropriate performance criteria are met, the maximum possible shares issuable is twice the target amount of each grant. (3) Other than as described in (5), time-based restricted stock units granted to our Named Executive Officers vest in four equal annual installments beginning on the first anniversary of the grant date. (4) Performance-based award. Vesting of performance-based unit awards depends on achievement of net product sales, research and development, and business development goals described in proxy statements for the years of their grant. The amounts in this column reflect the target shares issuable pursuant to such units. If appropriate performance criteria are met, the maximum possible shares issuable is twice the target amount of each grant. (5) Performance period ended on 12/31/2023 and the unvested options were cancelled effective February 2024. (6) Subject to accelerated vesting upon achieving certain stock price thresholds. The RSUs vest as follows: 37.5% of the RSUs vest 18 months from the grant date, 12.5% on the second anniversary of the grant date and 25% on each of the third and fourth anniversaries of the grant date.

  58. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows for the fiscal year ended December 31, 2023, certain information regarding option exercises and stock vested during the last fiscal year with respect to the Named Executive Officers:

  59. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023

  60. Option Exercises and Stock Vested in Fiscal 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Stephen R. Davis | 100,000 | $927,350 | 157,430 | $3,307,830 | | Mark C. Schneyer | — | $— | 48,171 | $1,070,613 | | Brendan P. Teehan | — | $— | 48,634 | $1,069,502 | | Austin D. Kim | — | $— | 47,799 | $1,016,266 | | Douglas J. Williamson | — | $— | — | $— |

  61. Option Exercises and Stock Vested in Fiscal 2023

    (1) The value realized on vesting of RSUs was calculated as of the product of the closing price of a share of our common stock on the vesting date, multiplied by the number of shares vested.

  62. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of our Named Executive Officers participates in or has account balances in nonqualified defined contribution plans or other nonqualified deferred compensation plans maintained by us. Our Compensation Committee may elect to provide our executives and other employees with non-qualified defined contribution or other nonqualified deferred compensation benefits in the future.

  63. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The amounts of compensation payable to each Named Executive Officer upon termination of the employment of the executive are described below. Our Compensation Committee may approve, or in its discretion, recommend for the approval of the Board revisions, amendments or additions to these benefits.

  64. Potential payments under Management Severance Benefit Plan

    Potential payments under Management Severance Benefit Plan The Severance Plan entitles our Named Executive Officers and other members of management to certain severance payments and benefits in the event of a qualifying termination of employment, other than in connection with certain change in control events that are covered by the CIC Plan. In reviewing the terms of the Severance Plan, the Compensation Committee and the Board of Directors reviewed information about the practices of other companies in the health care industry. In adopting the Severance Plan, the Board of Directors considered the benefit to the Company and its stockholders in providing stability for key employees. The Severance Plan will be used for new members of management and the Compensation Committee believes that it will assist with recruiting in this regard. A qualifying termination is a termination by us for any reason other than cause (as defined below), or, in certain cases, by the employee for Good Reason (as defined below). For purposes of the Severance Plan, “cause” means (i) such employee’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (ii) such employee’s intentional, material violation of any contract or agreement between the employee and the Company or of any statutory duty owed to the Company; (iii) such employee’s unauthorized use or intentional unauthorized disclosure of the Company’s confidential information or trade secrets; (iv) such employee’s gross negligence or gross misconduct; (v) such employee’s material failure to competently perform his/her assigned duties for the Company; (vi) sustained poor performance of any material aspect of the employee’s duties or obligations including refusal to follow lawful instructions from the employee’s manager or the then-current board of directors; or (vii) employee’s conviction of, or the entry of a pleading of guilty or nolo contendere by such employee to, any crime involving moral turpitude or any non-vehicular felony; provided, in the case of clauses (v) and (vi), such behavior shall be deemed cause only if such failure or poor performance has not been substantially cured to the satisfaction of the Board of Directors within 30 days after written notice of such failure or poor performance has been given by the Company to the employee. The determination of whether a termination is for cause shall be made by the Board of Directors in its sole and exclusive judgment and discretion. For purposes of the Severance Plan, “Good Reason” means (i) the assignment to an employee of any duties or responsibilities that results in a material diminution in the employee’s authorities, duties or responsibilities as in effect immediately prior to such reduction; provided, however, that a change solely in the employee’s title or reporting relationships shall not provide the basis for a termination with Good Reason; (ii) a material reduction by the Company in the employee’s annual base salary, as in effect prior to such reduction; (iii) a relocation of the employee’s principal business office to a location that increases the employee’s one-way driving distance by 30 miles or more, except for required travel by the employee on the Company’s business consistent with such employee’s business travel obligations as in effect on the effective date; or (iv) a material breach by the Company of any provision of the Severance Plan or any other material agreement between the employee and the Company concerning the terms and conditions of the employee’s employment. The amount of the payments and the type of benefits provided under the Severance Plan vary based on the employee’s position and include cash severance payments based on base salary and target bonus, accelerated vesting of equity awards (for our Chief Executive Officer only), and payment for continued coverage under group health plans. Specifically, each Named Executive Officer is entitled to (i) a base compensation severance benefit that is equal to the individual’s base salary plus the individual’s target bonus payment for the year, (ii) a target bonus severance amount that is equal to the pro-rata portion of the individual’s target bonus payment for the year, and (iii) the payment of COBRA premiums for 18 months in the case of Mr. Davis and 12 months in the case of our other Named Executive Officers. In the case of Mr. Davis, the base compensation severance benefit amount and target bonus payment for the year are multiplied by 1.5. Mr. Davis only would be eligible to receive 12 months of accelerated vesting of any outstanding equity awards in the event of a qualifying termination, with performance awards deemed vested at 100% of target. If a qualifying termination had occurred on December 31, 2023, and 12 months of Mr. Davis’s outstanding equity awards were deemed vested (with performance awards deemed vested at 100% of target), the value of the accelerated awards to Mr. Davis would have been $12.4 million in addition to cash compensation of approximately $3.1 million, for a total of approximately $15.4 million. The value of accelerated awards is calculated as the sum of the products of (i) the difference between the exercise price of each option deemed accelerated and the fair market value of our common stock on December 31, 2023 multiplied by (ii) the number of shares deemed accelerated under the applicable option plus the value of other accelerated full value equity awards. If a qualifying termination had occurred on December 31, 2023, Mr. Schneyer, Mr. Teehan, Mr. Kim and Dr. Williamson would have received payments of approximately $1.0 million, $1.0 million, $1.1 million and $1.1 million, respectively. The payments and benefits provided under the Severance Plan replaced any severance or similar payments or benefits under an employment agreement or other arrangement with us and are subject to the employee’s compliance with the other terms and conditions of the Severance Plan. Dr. Williamson’s employment was terminated without cause in April 2024. Dr. Williamson’s termination of employment qualifies as a termination without “cause” under the Severance Plan, and as such he will receive severance payments and benefits in accordance with the Severance Plan, as described above. In order to receive any benefits under the Severance Plan, employees must sign a general release and waiver of all claims against the Company and agree to certain non-solicitation obligations. Benefits are payable within 10 business days of an effective release.

  65. Potential payments under Amended and Restated Change in Control Severance Benefit Plan

    Potential payments under Amended and Restated Change in Control Severance Benefit Plan In 2013, the Compensation Committee, acting pursuant to authority delegated to it by our Board of Directors, adopted the Acadia Pharmaceuticals Inc. Change in Control Severance Benefit Plan. The CIC Plan adopted in December 2015 amends and restates the Change in Control Severance Benefit Plan that was effective as of March 11, 2013. In adopting the plan, the Board considered the benefit to the Company and its stockholders in providing incentives for management continuity in the event of a merger for the Company. In reviewing the terms of the CIC Plan, the Compensation Committee and the Board reviewed information about the practices of other companies in the health care industry. The CIC Plan will also be used for new members of management and the Compensation Committee believes that it will assist with recruiting in this regard. The CIC Plan entitles our Named Executive Officers and other key employees to certain severance payments and benefits in the event of a qualifying termination of employment up to 30 days prior to or within 18 months following certain change in control events. The CIC Plan thus requires a “double trigger” before any benefits are received by the Named Executive Officers. A qualifying termination is a termination by us for any reason other than cause (as defined below), or by the employee for Good Reason (as defined below). For purposes of the CIC Plan, “cause” means (i) such employee’s attempted commission of, or participation in, a fraud against the Company; (ii) such employee’s intentional, material violation of any contract or agreement between the employee and the Company or of any statutory duty owed to the Company; (iii) such employee’s unauthorized use or intentional unauthorized disclosure of the Company’s confidential information or trade secrets; (iv) such employee’s gross negligence or gross misconduct with respect to such employee’s job duties; (v) sustained poor performance of any material aspect of the employee’s duties or obligations including refusal to follow lawful instructions from the employee’s manager or the then-current board of directors; or (vi) employee’s conviction of, or the entry of a pleading of guilty or nolo contendere by such employee to, any crime involving moral turpitude or any non-vehicular felony; provided, in the case of clause (v), such behavior shall be deemed cause only if such failure or poor performance has not been substantially cured within 30 days after written notice of such failure or poor performance has been given by the Company to the employee. For purposes of the CIC Plan, “Good Reason” means (i) the assignment to an employee of any duties or responsibilities that results in a material diminution in the employee’s authorities, duties or responsibilities as in effect immediately prior to such reduction; (ii) a material reduction by the Company in the employee’s annual base salary, as in effect prior to such reduction; (iii) a relocation of the employee’s principal business office to a location that increases the employee’s one-way driving distance by 30 miles or more, except for required travel by the employee on the Company’s business consistent with such employee’s business travel obligations as in effect on the Effective Date; or (iv) a material breach by the Company of any provision of the CIC Plan or any other agreement between the employee and the Company. The amount of the payments and the type of benefits provided under the CIC Plan vary based on the employee’s position and include cash severance payments based on base salary and bonus, accelerated vesting of equity awards, and payment for continued coverage under group health plans. Specifically, each Named Executive Officer is entitled to a base compensation severance benefit that is equal to the individual’s base salary plus the individual’s target bonus payment for the year, which amount is then multiplied by 2 for Mr. Davis and 1.5 for Mr. Schneyer, Mr. Teehan, Mr. Kim and Dr. Williamson. In addition, the Named Executive Officers are also eligible to receive a pro-rated portion of the target bonus for the year in which the change in control occurs. Under the CIC Plan, any equity awards held by a Named Executive Officer that are outstanding but unvested will vest, with performance awards deemed vested at 100% of target. In addition, each Named Executive Officer will receive the payment of COBRA premiums for 18 months. Thus, this type of vesting acceleration would require a “double trigger” for the applicable Named Executive Officer, as noted above. If a merger had occurred effective as of December 31, 2023 and all outstanding equity awards were deemed vested (with performance awards vested at 100% of target), the realized value of the stock awards as of such date for Mr. Davis, Mr. Schneyer, Mr. Teehan, Mr. Kim and Dr. Williamson would have been $22.8 million, $5.5 million, $5.2 million, $5.5 million, and $4.5 million, respectively. In addition, the cash payout under the CIC Plan at December 31, 2023 for each such Named Executive Officer would have been approximately $3.8 million, $1.4 million, $1.4 million, $1.5 million and $1.5 million, respectively. The payments and benefits provided under the CIC Plan replace any severance or similar payments or benefits under an employment agreement or other arrangement with us, including the Severance Plan, and are subject to the employee’s compliance with the other terms and conditions of the CIC Plan. In order to receive any benefits under the CIC Plan, employees must sign a general release and waiver of all claims against the Company and agree to certain non-solicitation obligations.

  66. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our principal executive officer (“PEO”) to the annual total compensation of our median employee. Stephen R. Davis, our Chief Executive Officer, is our PEO. In accordance with Item 402(u) of Regulation S-K, we identified the median employee by estimating the annual total compensation of each active employee, excluding Mr. Davis, as of December 31, 2023, by (i) aggregating (A) the annual base salary (or hourly rate multiplied by expected annual work schedule, for hourly employees), (B) the target bonus for 2023, and (C) the estimated accounting value of any equity awards granted during 2023 and (ii) ranking this compensation measure for our employees from lowest to highest. If such median employee’s actual annual compensation was not comparable to the CEO compensation, for example, because such median employee was hired during the year and thus did not receive a full year’s salary or did not receive a full annual bonus, we used the next lower employee who was comparable as the median employee. Once identified, we calculated the annual total compensation of our median compensated employee in a manner consistent with that used to calculate the annual total compensation of Mr. Davis and disclosed in the Summary Compensation Table above. The ratio of Mr. Davis’s annual total compensation for 2023 of $7,587,014, as reported in the Summary Compensation Table, to the annual total compensation for our median employee in 2023 of $310,611, is approximately 24:1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  67. Pay Versus Performance

    Pay Versus Performance Provided below is the Company’s “pay versus performance” information as required pursuant to Item 402(v) of Regulation S-K (“Item 402(v)”) promulgated under the Exchange Act and Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. This information has been prepared in accordance with Item 402(v) and does not necessarily reflect the actual amount of compensation earned by or paid to our NEOs for the applicable year. Please refer to the Compensation Discussion and Analysis section of this proxy statement for a discussion of our executive compensation program objectives and the ways in which we align executive compensation with performance.

  68. Pay Versus Performance Table

    Pay Versus Performance Table In accordance with Item 402(v), we provide below the tabular information for the PEO and the average of our NEOs other than the PEO for 2023, 2022, 2021 and 2020.

  69. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment based on:(4) | | | | | Year | Summary Compensation Table Total for PEO(1)(2) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions)(5) | Total Revenue(6) ($ Millions) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 7,587,014 | 20,950,587 | 2,955,758 | 6,414,487 | 73.19 | 115.42 | (61) | 726 | | 2022 | 14,028,139 | 7,676,975 | 4,287,387 | 2,536,716 | 37.21 | 111.27 | (214) | 517 | | 2021 | 9,793,289 | (21,520,275) | 3,049,310 | (3,835,336) | 54.56 | 124.89 | (168) | 484 | | 2020 | 7,763,187 | 15,653,628 | 2,934,638 | 3,898,370 | 124.96 | 125.69 | (282) | 442 |

  70. Pay Versus Performance Table

    (1) Stephen R. Davis was our PEO in 2023, 2022, 2021, and 2020. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  71. Pay Versus Performance Table

    | 2020 | 2021 | 2022 | 2023 | | Srdjan R. Stankovic | Srdjan R. Stankovic | Srdjan R. Stankovic | Douglas J. Williamson | | Austin D. Kim | Austin D. Kim | Austin D. Kim | Austin D. Kim | | Elena H. Ridloff | Elena H. Ridloff | Mark C. Schneyer | Mark C. Schneyer | | Michael J. Yang | Mark C. Schneyer | Brendan P. Teehan | Brendan P. Teehan | | | Brendan P. Teehan | | |

  72. Pay Versus Performance Table

    (2) The dollar amounts reported in column (b) are the amounts reported in the “Total” column of the Summary Compensation Table for the PEO for the applicable year. The dollar amounts reported in column (d) are the average of the amounts reported in the “Total” columns of the Summary Compensation Table for the non-PEO NEOs set forth in the table to footnote 1 as a group for the applicable year. Refer to “Compensation Discussion and Analysis—Summary Compensation Table.” In accordance with the requirements of Item 402(v), CAP reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below, and does not reflect compensation actually earned, realized, or received by the Company’s NEOs in the applicable year. Equity values are calculated in accordance with FASB ASC Topic 718 and the assumptions used were materially the same as those used for the grant date fair values. In accordance with the requirements of 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid:

  73. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO ($) | Exclusion of Reported Stock and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | 7,587,014 | 5,813,669 | 19,177,241 | 20,950,587 |

  74. Pay Versus Performance Table

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Reported Stock and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 2,955,758 | 2,100,937 | 5,559,665 | 6,414,487 |

  75. Pay Versus Performance Table

    The amounts in the “Exclusion of Reported Stock and Option Awards” columns are the totals reported in the “Stock Awards” and “Option Awards” column in the Summary Compensation Table for the applicable year. The amounts in the “Inclusion of Equity Values” columns in the tables above are derived from the amounts set forth in the following tables and calculated as follows for each applicable year: (i) inclusion of the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) inclusion of the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, inclusion of the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, deduction for the amount equal to the fair value at the end of the prior fiscal year. With respect to the second table above, the amounts are an average with respect to the non-PEO NEOs as a group. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  76. Pay Versus Performance Table

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2023 | 10,301,694 | 7,499,432 | 1,376,116 | — | 19,177,241 |

  77. Pay Versus Performance Table

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 3,754,856 | 1,498,992 | 305,818 | — | 5,559,665 |

  78. Pay Versus Performance Table

    (4) The TSR of the peer group determined in accordance with Item 402(v) (“Peer Group TSR”) set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Nasdaq Biotechnology Index, respectively, and calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price and the Nasdaq Biotechnology Index share price, respectively, at the end and the beginning of the measurement period by the Company’s share price and the Nasdaq Biotechnology Index share price, respectively, at the beginning of the measurement period. Historical stock performance is not necessarily indicative of future stock performance. The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. We determined Total Revenue (calculated in accordance with GAAP), which consists of NUPLAZID net product sales and DAYBUE net product sales, to be the most important financial performance measure used to link CAP to Company performance in 2023.

  79. Director Compensation

    Director Compensation In April 2020, the Board approved an update to the compensation program for our non-employee directors that went into effect upon stockholder approval in June 2020. This change was made following a review of materials provided by FW Cook regarding director compensation of the same peer group of companies that was used to evaluate executive compensation. The program sets forth the compensation paid to each non-employee director while serving on our board of directors. In 2021, the Board approved an update to the compensation program to add an annual cash retainer for service on the Scientific Advisory Committee. The following is a brief summary of the elements of compensation for non-employee directors in effect for the fiscal year ended December 31, 2023.

  80. Reimbursement of Expenses

    | Name | Fees Earned or Paid in Cash(1) | Option Awards(2) | Stock Awards(3) | All Other Compensation | Total | | Stephen R. Biggar(4) | $115,000 | $158,770 | $158,983 | $— | $432,752 | | Julian C. Baker(5) | $60,000 | $158,770 | $158,983 | $— | $377,752 | | Laura Brege(6) | $75,000 | $158,770 | $158,983 | $— | $392,752 | | James Daly(7) | $70,000 | $158,770 | $158,983 | $— | $387,752 | | Elizabeth A. Garofalo(8) | $60,000 | $158,770 | $158,983 | $— | $377,752 | | Edmund P. Harrigan(9) | $70,000 | $158,770 | $158,983 | $— | $387,752 | | Adora Ndu(10) | $60,000 | $158,770 | $158,983 | $— | $377,752 | | Daniel Soland(11) | $70,000 | $158,770 | $158,983 | $— | $387,752 |