DEF 14A of Acadia Pharmaceuticals Inc, Apr 25, 2025

DEF 14A of Acadia Pharmaceuticals Inc

Filed Apr 25, 2025 · FY20240000950170-25-058827

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 III, whose terms of office expire in 2025. Upon the recommendation of the Nominating and Corporate Governance Committee (the “NCG Committee”), the Board has considered and nominated the following incumbent Class III directors: Catherine Owen Adams, Laura A. Brege and Elizabeth A. Garofalo, M.D. Each of Ms. Brege and Dr. Garofalo is currently a director of the Company who was previously elected by the Company’s stockholders. Ms. Owen Adams was previously appointed by the Board to fill the vacancy on the Board left by the departure of our prior Chief Executive Officer, and the Board, including our non-employee directors of the Board, recommends that the stockholders approve Ms. Owen Adams for continued service. If elected at the annual meeting, each of these nominees would serve until the 2028 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 II expire at our 2026 and 2027 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 two attended the 2024 Annual Meeting of Stockholders. Directors are elected by a plurality of the votes of the shares present at the meeting or represented by proxy and entitled to vote in 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 22, 2025 for our directors and executive officers:

  4. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Name | Age | Position | | Stephen R. Biggar | 54 | Chair of the Board and Director | | Julian C. Baker | 58 | Director | | Laura A. Brege | 67 | Director | | James M. Daly | 63 | Director | | Elizabeth A. Garofalo | 67 | Director | | Edmund P. Harrigan | 72 | Director | | Adora Ndu | 44 | Director | | Daniel B. Soland | 66 | Director | | Thomas Garner | 49 | Executive Vice President, Chief Commercial Officer | | Catherine Owen Adams | 54 | Director and Chief Executive Officer | | Jennifer J. Rhodes | 55 | Executive Vice President, Chief Legal Officer and Secretary | | Mark C. Schneyer | 51 | Executive Vice President, Chief Financial Officer | | Elizabeth H.Z. Thompson, Ph.D. | 50 | 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 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 of skills, experience and background 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. Our current Board diversity includes 33% of directors representing underrepresented groups, including 33% gender diversity and 11% diversity of demographic background.

  6. NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING

    NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING Catherine Owen Adams has served as our Chief Executive Officer and as a member of our Board of Directors since September 2024. Previously, Ms. Owen Adams served as Senior Vice President and General Manager, U.S., at Bristol Myers Squibb Company (“BMS”), a global biopharmaceutical company, where she led a $20 billion commercial business, overseeing a large and diverse portfolio of promoted brands across Oncology, Cardiovascular, and Immunology from September 2019 to April 2024. In this role, she led over 3,000 employees and major product launches in lung cancer, obstructive hypertrophic cardiomyopathy, and psoriasis. Before this, Ms. Owen Adams held the position of Senior Vice President, Head of Major Markets at BMS, where she led commercial operations leading 6,000 employees across 19 countries in Europe, Japan, and Canada during BMS’s merger with Celgene. Under her leadership her teams achieved 9 new product launches in Oncology, CAR-T, Hematology, and Immunology, further solidifying her reputation as a global leader in the pharmaceutical space. Prior to her tenure at BMS, Ms. Owen Adams spent 25 years at Johnson & Johnson (“J&J”), where she held leadership roles across global, U.S., and European business units, with her last position being President, Janssen Immunology U.S. Over her career at J&J, she gained deep experience in marketing, sales, market access, R&D, and internal ventures across both the Pharmaceutical and Medical Technology sectors. Currently, Ms. Owen Adams serves on the board of directors of Agios Pharmaceuticals, Inc., a publicly held company, and AssistRx, a privately held company. Ms. Owen Adams was formerly on the board of directors and chair of the compensation committee for Optinose PLC, a public specialty pharmaceutical company, and was on the board of directors of Robert Wood Johnson University Hospitals, a non-profit organization. Ms. Owen Adams began her career in R&D and manufacturing at AstraZeneca after earning a BSc. in Pharmacy from the University of Manchester, becoming a qualified pharmacist and member of the Royal Pharmaceutical Society (MRPhS).The NGC Committee believes that Ms. Owen Adams is qualified to serve as a member of our board of directors based on her executive management experience in the pharmaceutical industry and public company board experience. 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., Mirum Pharmaceuticals, Inc., Pacira BioSciences, Inc., each public companies, and T-knife Therapeutics, Inc., a privately held company. 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, HLS Therapeutics, Inc. 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. 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., each public companies. 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. 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 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., a public company, and Modulo Inc., a privately-held company. During the past five years, Dr. Harrigan has served on the boards of directors of PhaseBio Pharmaceuticals, Inc., Bellicum Pharmaceuticals, Inc. and Karuna Therapeutics, Inc. 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, as Chief Regulatory and Interim Legal Officer at BridgeBio Pharma from October 2022 to September 2023, and as Chief Regulatory Officer & Executive Vice President of Portfolio Strategy and Management since October 2024. 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., a public company. 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.

  8. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING

    DIRECTORS CONTINUING IN OFFICE UNTIL 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. in 2000, together with his brother, Felix Baker, Ph.D. 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, Madrigal Pharmaceuticals, Inc., and Prelude Therapeutics Inc., each public companies. Mr. Baker also serves as a member or observer on the boards of directors of several privately held biotechnology companies. 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 Corp. 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.

  9. 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 2024, most 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 2024 Summary Compensation Table) of our current CEO, our former CEO and of the other named executive officers on average was variable (approximately 94%, 90% and 89%, respectively), based on performance and/or stock price. For our current CEO, “at-risk” compensation did not include annual cash bonus because it was guaranteed under an employment agreement with the Company. In addition, for our former CEO, “at-risk” compensation did not include incremental fair value of modified restricted stock unit awards and modified option awards pursuant to the Executive Transition Agreement. Compared to 2023, the variable component of compensation for our named executive officers was higher in 2024 because our current CEO and three other named executive officers (excluding our former CEO) began their employment with the Company during 2024 and, accordingly, they received new hire equity awards with grant values that exceeded the value of target annual equity awards customary for their roles. • Short-term cash incentives should be based on objective, measurable goals to drive the achievement of strong annual performance. For 2024, under the annual cash incentive program, the current CEO 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 2024, annual cash incentives were paid out at approximately 87% of target. Bonuses for executives that were employed for only a portion of the year were prorated accordingly, and given that his start date was late in the year, Mr. Garner was not eligible for a 2024 bonus payment. Our former CEO was not eligible to receive annual cash incentive payouts for 2024. Performance stock units reward executives for long-term performance. In 2024, performance stock units (“PSUs”) represented 50% of our former CEO’s annual equity grant value, 50% of our current CEO’s new hire equity grant value, and 25% of all other senior management’s annual equity grant value. With the exception of our current CEO, new hires during 2024 received an alternative equity mix, as discussed further below. The PSUs granted prior to 2024 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. In August 2024, the Compensation Committee determined that two goals (NUPLAZID net product sales and DAYBUE net product sales) were achieved in 2024 with respect to the PSUs granted in 2022 and 2023. With respect to the 2022 PSUs, such achievement earned a total of five (5) points towards the performance measurement, resulting in the vesting of one-quarter of the number of target performance awards. With respect to the 2023 PSUs, such achievement earned a total of six (6) points towards the performance measurement, resulting in the vesting of one-half of the number of target performance awards. NUPLAZID net product sales goal achieved was exceeding $550 million in a trailing four (4) quarter period, and DAYBUE net product sales goal achieved was exceeding $300 million in a trailing four (4) quarter period. NUPLAZID net product sales during the four (4) quarter period ended March 31, 2024 was $560.7 million, and DAYBUE net product sales during the four (4) quarter period ended June 30, 2024 was $314.4 million. Additional points may be earned with respect to both the 2022 PSUs and the 2023 PSUs for achieving higher NUPLAZID net product sales and DAYBUE net product sales, consistent with the Company’s policy to reward executives for long-term performance. As of the end of 2024, 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 were earned over their respective performance periods. Currently, additional vesting of PSUs granted in 2020-2024 remains possible. For the PSUs granted beginning in 2024, based on stockholder feedback, the Compensation Committee replaced the operational objectives with a relative total stockholder return (“TSR”) approach. See “Stockholder Engagement – 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 2024. With the exception of our current CEO, new hires during 2024 received an alternative equity mix, as discussed further below. As of April 10, 2025, all of the outstanding annual 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 2024, except neither our former CEO nor our current CEO were granted RSUs. Other new hires during 2024 received an alternative equity mix, as discussed further below.

  10. Stockholder Engagement

    | WHAT WE HEARD | HOW WE RESPONDED | | • 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 beginning in 2024, the Compensation Committee replaced the operational goals with a relative TSR approach. • In addition, in 2024, PSUs represented 50% of our former 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 “Executive Compensation Objectives and Philosophy – “At-risk” compensation focuses executives on achievement of short- and long-term goals ”. |

  11. Stockholder Engagement

    2024 PSU Program Changes. 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, after a review of peer practices, and taking into account input from the Compensation Committee’s independent compensation consultant, 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 a three-year measurement period 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:

  12. Stockholder Engagement

    | | Acadia’s TSR vs. Peer Companies | % of Target Earned(1) | | Maximum | 75th Percentile | 150% | | Target | 50th Percentile | 100% | | Threshold | 25th Percentile | 50% | | | Below 25th Percentile | 0% |

  13. Stockholder Engagement

    (1) Straight-line interpolation is used to calculate earnouts for performance between threshold and target and target and maximum. 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 former 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. Our new CEO’s new hire grant similarly consisted of 50% relative TSR PSUs, which may be earned as described above, and 50% stock options.

  14. 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. 2024 Peer Group. In the fall of 2023, 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 2024 compensation. 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. In establishing the peer group for 2024, the Compensation Committee considered potential peer companies’ stage of development and size (especially market capitalization) relative to Acadia. The resulting peer group used for 2024 compensation decisions consisted of:

  15. Peer Group and Benchmarking

    | Alkermes | Ionis Pharmaceuticals | | Amicus Therapeutics | Jazz Pharmaceuticals | | Apellis Pharmaceuticals | Neurocrine Biosciences | | Axsome Therapeutics | Pacira BioSciences | | Biocryst Pharmaceuticals | PTC Therapeutics | | Blueprint Medicines | Sage Therapeutics | | Corcept Therapeutics | Sarepta Therapeutics | | Exelixis | Supernus Pharmaceuticals | | Insmed | Ultragenyx | | Intra-Cellular Therapies | |

  16. Peer Group and Benchmarking

    When the 2024 peer group was selected in September 2023, Acadia’s market capitalization of approximately $4.4 billion was at the 61st percentile of the peer group when measuring the peers over the last fiscal year on average (to align with their most recent compensation disclosure). In the summer of 2024, with the assistance of FW Cook, the Compensation Committee approved an updated peer group to be used as context for 2025 compensation decisions. The following changes were made to the peer group: Catalyst Pharmaceuticals, Dynavax Technologies, Harmony Biosciences, Ironwood Pharmaceuticals, and Rhythm Pharmaceuticals were added, and Sarepta Therapeutics was removed. The updated peer group results in a peer group with the Company’s market capitalization of $2.6 billion at the time slightly below the median and revenue in the upper quartile.

  17. 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 2024, Ms. Owen Adams provided guidance to the Compensation Committee on the Company’s achievement of corporate goals, based on her 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. Ms. Owen Adams did not participate in, and was not present during, any deliberations or determinations of the Compensation Committee regarding her compensation or her performance.

  18. 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 annual incentive performance goals for the current year that are prepared by management. For 2024, if those goals are achieved in full, 75% of the executives’ annual target incentive awards would be earned. In early 2024, 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 25% of the executives’ annual target incentive awards being earned. Beginning with the 2025 performance-based cash bonus plan, all annual incentive performance goals are set at the beginning of the year with no mid-year holdback. 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 2024 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.

  19. Annual Incentive Bonuses

    | Name | Base Salary Paid in 2024 | Target Bonus (as % of Base Salary) | Target Bonus | | Catherine Owen Adams(1) | $245,769 | 80% | $196,615 | | Mark C. Schneyer | $518,470 | 50% | $259,235 | | Jennifer J. Rhodes(1) | $478,026 | 50% | $239,013 | | Elizabeth H.Z. Thompson(1) | $281,884 | 50% | $140,942 | | Thomas Garner(2) | N/A | N/A | N/A | | Stephen R. Davis(3) | $648,599 | 80% | $518,879 |

  20. Annual Incentive Bonuses

    (1) Because Mses. Owen Adams and Rhodes and Dr. Thompson began employment with the Company during 2024, their annual cash bonuses were prorated such that their target bonus percentage was applied to the salary they were paid in 2024. (2) Mr. Garner was not eligible to receive an annual cash bonus in 2024. (3) Mr. Davis was not eligible to receive an annual cash bonus in 2024 as further described under “Executive Transition Agreement with Mr. Davis”. For 2024, the Board established corporate goals related to the following categories:

  21. Annual Incentive Bonuses

    | 2024 Corporate Annual Cash Incentive Plan Goals(1) | | Target Points | Achievement | | 1. | NUPLAZID net product sales(2) | 10.0(2) | 16.3(2) | | 2. | NUPLAZID Profitability | 5.0 | 7.5 | | 3. | DAYBUE net product sales(3) | 45.0(3) | 17.6(3) | | 4. | Enrollment in ACP-204 Phase 2/3 study in Alzheimer’s disease psychosis | 10.0 | 8.5 | | 5. | Enrollment in ACP-101 Phase 3 study in Prader-Willi syndrome | 10.0 | 9.4 | | 6. | Early-stage research and development goals | 5.0 | 7.5 | | 7. | Positive top-line results in pimavanserin NSS Phase 3 study(4) | — | — | | 8. | Business development transactions | 15.0 | 20.6 | | | Total: | 100 | 87.4 |

  22. 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:

  23. Annual Incentive Bonuses

    | | 2024 NUPLAZID Net Product Sales (in millions) and Points | | | | Beginning-of-Year Goals | Mid-Year Goals | | Threshold | $565 (3.75 points) | $590 (1.25 points) | | Target | $585 (7.5 points) | $600 (2.5 points) | | Outperform at 150% | $605 (11.25 points) | $610 (3.75 points) | | Outperform at 200% | $625 (15.0 points) | $625 (5.0 points) |

  24. 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, noting that the Board determined that any unplanned changes in weighted average cost associated with price increases or discounts and unbudgeted year-end inventory levels should not affect measurement of achievement. The actual full-year 2024 net product sales of NUPLAZID were $609.4 million and this figure was used to measure the achievement. Straight-line interpolation is used to measure the achievement for performance between threshold and target and target and the final outperform performance level. (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:

  25. Annual Incentive Bonuses

    | | 2024 DAYBUE Net Product Sales (in millions) and Points | | | | Beginning-of-Year Goals | Mid-Year Goals | | Threshold | $360 (11.25 points) | $340 (11.25 points) | | Target | $403 (22.5 points) | $355 (22.5 points) | | Outperform at 150% | $446 (33.75 points) | $365 (33.75 points) | | Outperform at 200% | $489 (45.0 points) | $375 (45.0 points) |

  26. 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 changes in price, which the Board determined should not affect measurement of achievement. The actual full-year 2024 net product sales of DAYBUE were $384.4 million and this figure was used to measure the achievement. Straight-line interpolation is used to measure the achievement for performance between threshold and target and target and the final outperform performance level. (4) No target points were assigned. However, subject to the Board’s discretion, ten (10) additional points were available if topline results in pimavanserin NSS Phase 3 study were positive. As such results were negative, 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 2024 annual incentives. Both NUPLAZID net product sales and profitability exceeded target, as detailed above, while DAYBUE net product sales were below target. Advanced R&D objectives were achieved below the target levels, and accordingly the Compensation Committee awarded points at below the target levels. Early R&D objectives were achieved at an outperform level, and accordingly the Compensation Committee awarded points at an outperform level. Finally, in the business development category, the execution of several transactions, most notably the exclusive, worldwide license to ACP-711, was deemed by the Compensation Committee to warrant points being earned at an outperform level. The total annual cash incentive percentage, therefore, was 87.4% of target for each executive. The resulting individual bonus payouts were as follows:

  27. Annual Incentive Bonuses

    | Name | 2024 Annual Bonus Achieved (as % of Target) | Actual Bonus for 2024 | Actual Bonus for 2024 (as % of Prorated Base Salary) | | Catherine Owen Adams(1)(2) | 100% | $196,721 | 80.0% | | Mark C. Schneyer | 87.4% | $226,719 | 43.7% | | Jennifer J. Rhodes(1) | 87.4% | $207,933 | 43.7% | | Elizabeth H.Z. Thompson(1) | 87.4% | $117,399 | 43.7% | | Thomas Garner(3) | N/A | N/A | N/A | | Stephen R. Davis(4) | N/A | N/A | N/A |

  28. Annual Incentive Bonuses

    Because Mses. Owen Adams and Rhodes and Dr. Thompson began employment with the Company during 2024, their annual cash bonuses were prorated. (2) Ms. Owen Adams was entitled to a prorated bonus at target for her services in 2024 under an employment agreement with the Company. (3) Mr. Garner was not eligible to receive an annual cash bonus in 2024. (4) Mr. Davis was not eligible to receive annual cash bonus in 2024 as further described under “Executive Transition Agreement with Mr. Davis”.

  29. Long-Term Incentives

    Long-Term Incentives The target grant value of equity awards 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. For new executive officers, the target value of equity awards is established through arm’s-length negotiation at the time of hire, taking into account such executive’s qualifications, experience, and competitive market salary information for similar positions in the biotechnology industry. The Compensation Committee also considers benchmarking of peer long-term incentive grant values as provided by FW Cook. The Compensation Committee set the 2024 target annual equity grant values near or below the 50th percentile of the peer group for each of the named executive officers eligible to receive annual equity award in 2024. Individual 2024 annual and new hire equity grant values are as follows:

  30. Long-Term Incentives

    | Name | Grant Type | 2024 Target Long-Term Incentive Value | 2024 Actual Grant Date Fair Value(1) | | Catherine Owen Adams(2) | New Hire | $6,500,000 | $6,638,167 | | Mark C. Schneyer | Annual | $2,250,000 | $1,725,613 | | Jennifer J. Rhodes(3) | New Hire | $3,000,000 | $2,579,358 | | Elizabeth H.Z. Thompson(4) | New Hire | $4,500,000 | $3,847,322 | | Tom Garner(5) | New Hire | $3,000,000 | $3,438,089 | | Stephen R. Davis(6) | Annual | $8,000,000 | $6,135,523 |

  31. Long-Term Incentives

    (1) Value differs from target Long-Term Incentive value because the number of awards granted is calculated using the 30-trading day volume weighted average price prior to grant, rather than the fair value computed in accordance with FASB ASC Topic 718. (2) In connection with the commencement of her employment, Ms. Owen Adams received a new hire equity award consisting of 50% in time-based stock options and 50% in performance-based PSUs, which may be earned based on three-year relative TSR achievement. Ms. Owen Adams was not eligible to receive an annual grant in 2024. In connection with the commencement of her employment, Ms. Rhodes received a new hire equity award consisting of 75% in time-based stock options and 25% in time-based RSUs. Ms. Rhodes was not eligible to receive an annual grant in 2024. In connection with the commencement of her employment, Dr. Thompson received a new hire equity award consisting of 75% in time-based stock options and 25% in time-based RSUs. Dr. Thompson was not eligible to receive an annual grant in 2024. (5) In connection with the commencement of his employment, Mr. Garner received a new hire equity award consisting of 75% in time-based stock options and 25% in time-based RSUs. Mr. Garner was not eligible to receive an annual grant in 2024. (6) Following his termination of employment, Mr. Davis’s awards were subject to vesting in accordance with the Executive Transition Agreement, as described in further detail below. In March 2024, annual grants were made to Messrs. Davis and Schneyer. For Mr. Davis, the grant consisted of 50% time-based stock options and 50% PSUs. For Mr. Schneyer, the grant consisted of 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 2024, please see the Grants of Plan-Based Awards table below. Time-Based Stock Options. 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. Beginning with 2024 grants, PSUs are earned for the Company’s TSR performance over a three-year measurement period 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. The Company believes that these awards provide alignment with shareholders in the context of the performance of relatively similar companies. Earnouts under the re-designed PSUs, which were granted on March 25, 2024, range from 0% to 150% of target as follows:

  32. Long-Term Incentives

    | | Acadia’s TSR vs. Peer Companies | % of Target Earned(1) | | Maximum | 75th Percentile | 150% | | Target | 50th Percentile | 100% | | Threshold | 25th Percentile | 50% | | | Below 25th Percentile | 0% |

  33. Long-Term Incentives

    Straight-line interpolation is used to calculate earnouts for performance between threshold and target and target and maximum. Time-Based Restricted Stock Units. 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.

  34. 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 2024 Plan (or, in the case of new hire grants, under our 2024 Inducement 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 generally 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. The new hire grant awarded to our current CEO in 2024 included both time-based stock options and PSUs, but not RSUs. 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.

  35. 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 in 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 executives’ interests with the best interests of the stockholders.

  36. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table shows, for the fiscal years ended December 31, 2024, 2023, and 2022, 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, 2024, as well as our former Chief Executive Officer who was our principal executive officer for a portion of 2024 (the “Named Executive Officers” or “NEOs”).

  37. Summary Compensation Table

    Summary Compensation Table

  38. Summary Compensation Table

    | Name | Title | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Catherine Owen | Chief Executive Officer | 2024 | 245,769 | 196,721 | 3,321,364 | 3,316,803 | — | 513,450 | 7,594,107 | | Adams(4) | | 2023 | — | — | — | — | — | — | — | | | | 2022 | — | — | — | — | — | — | — | | Mark C. | Executive Vice President, | 2024 | 518,470 | — | 881,810 | 843,803 | 226,719 | 46,711 | 2,517,513 | | Schneyer(5) | Chief Financial Officer | 2023 | 484,842 | — | 592,883 | 1,176,507 | 313,494 | 23,478 | 2,591,204 | | | | 2022 | 467,283 | — | 543,351 | 1,108,825 | 218,515 | 15,230 | 2,353,204 | | Jennifer J. | Executive Vice President, | 2024 | 478,026 | — | 666,383 | 1,912,975 | 207,933 | 2,031 | 3,267,348 | | Rhodes | Chief Legal Officer | 2023 | — | — | — | — | — | — | — | | | and Secretary | 2022 | — | — | — | — | — | — | — | | Elizabeth H.Z. | Executive Vice President, | 2024 | 281,884 | — | 986,878 | 2,860,444 | 117,399 | 15,339 | 4,261,944 | | Thompson(6) | Head of Research | 2023 | — | — | — | — | — | — | — | | | and Development | 2022 | — | — | — | — | — | — | — | | Thomas Garner(7) | Executive Vice President, | 2024 | 32,813 | — | 851,179 | 2,586,910 | — | 200,049 | 3,670,951 | | | Chief Commercial Officer | 2023 | — | — | — | — | — | — | — | | | | 2022 | — | — | — | — | — | — | — | | Stephen R. | Former Chief Executive | 2024 | 648,599 | — | 4,911,872 | 3,516,219 | — | 3,130,226 | 12,206,915 | | Davis(8) | Officer | 2023 | 856,593 | — | 1,948,017 | 3,865,652 | 886,184 | 30,568 | 7,587,014 | | | | 2022 | 822,316 | — | 8,926,598 | 3,643,271 | 615,810 | 20,144 | 14,028,139 |

  39. 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. See Note 2 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for the assumptions used to determine the valuation of RSUs and PSUs. 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 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. For PSUs granted in 2024, the grant date fair value is calculated based on a Monte Carlo simulation model, which is not subject to probable or maximum outcome assumptions. See Note 2 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for the assumptions used to determine the valuation of RSUs and PSUs. (2) 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, 2024 for the assumptions used to determine the valuation of stock option awards. (3) Amounts for each year are annual incentive bonuses. (4) For 2024, “Bonus” includes a prorated bonus at target for her services in 2024 under an employment agreement with the Company. For 2024, “All Other Compensation” includes $12,288 in employer 401(k) matching and a sign-on cash bonus of $500,000 paid to Ms. Owen Adams upon commencement of employment in September 2024. If Ms. Owen Adams voluntarily resigns without Good Reason or is terminated for Cause within two years of her start date, excluding termination due to death or disability, Ms. Owen Adams is required to repay a prorated portion of the sign-on bonus. The repayment amount will be based on the number of months remaining in the 24-month period following the start date. (5) For 2024, “All Other Compensation” includes (i) $17,250 in employer 401(k) matching and (ii) $11,540 in award travel associated with the Company’s incentive program for its commercial team and $6,504 in gross-up of payroll taxes associated with such award travel. Beginning in 2025, only the executive officer who is the head of the commercial team will be eligible to participate in such award travel and the Company will not provide any gross-up of payroll taxes associated with any such award travel. (6) For 2024, “All Other Compensation” includes $14,094 in employer 401(k) matching. For 2024, “All Other Compensation” includes a sign-on cash bonus of $200,000 paid to Mr. Garner in connection with the commencement of employment in December 2024. This bonus was provided to offset compensation forfeited from a prior employer and to incentivize Mr. Garner to join the Company. If, within 24 months of Mr. Garner’s date of hire, employment is terminated by the Company for Cause or by Mr. Garner other than for Good Reason, Mr. Garner is required to repay the full sign-on bonus and is liable for the repayment amount in accordance with the terms of the offer agreement. For 2024, “Stock Awards” includes (i) $3,135,321, which represents the value of RSU and PSU awards granted in 2024 as described in footnote (1) above and (ii) $1,776,551, which represents incremental fair value of modified RSU awards pursuant to the Executive Transition Agreement computed as of the modification date in accordance with FASB ASC Topic 718. For 2024, “Option Awards” includes (i) 3,000,202, which represents value of option awards granted in 2024 as described in footnote (2) above and (ii) $516,017, which represents incremental fair value of modified option awards pursuant to the Executive Transition Agreement computed as of the modification date in accordance with FASB ASC Topic 718. For 2024, “All Other Compensation” includes (i) $17,250 in employer 401(k) matching, (ii) $75,745 in vacation payout, (iii) $2,932,777 in severance, (iv) $53,044 in COBRA pay, and (v) $21,185 in award travel associated with the Company’s incentive program for its commercial team and $21,769 in gross-up of payroll taxes associated with such award travel. Beginning in 2025, only the executive officer who is the head of the commercial team will be eligible to participate in such award travel and the Company will not provide any gross-up of payroll taxes associated with any such award travel.

  40. 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, 2024:

  41. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024

  42. Grants of Plan-Based Awards in Fiscal 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: | All Other Option Awards: | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Securities Underlying RSUs (#)(3) | Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($)(5) | Grant Date Fair Value of Equity Awards ($)(6) | | Catherine | N/A | — | 196,615 | 294,923 | — | — | — | — | — | — | — | | Owen | 9/23/2024(7) | — | — | — | — | — | — | — | 353,261 | 16.29 | 3,316,803 | | Adams | 9/23/2024(7) | — | — | — | 80,381 | 160,763 | 241,144 | — | — | — | 3,321,364 | | Mark C. | N/A | — | 259,235 | 388,853 | — | — | — | — | — | — | — | | Schneyer | 3/25/2024(8) | — | — | — | — | — | — | — | 80,564 | 17.84 | 843,803 | | | 3/25/2024(8) | — | — | — | — | — | — | 24,714 | — | — | 440,898 | | | 3/25/2024(8) | — | — | — | 9,772 | 19,544 | 29,316 | — | — | — | 440,913 | | Jennifer J. | N/A | — | 239,013 | 358,520 | — | — | — | — | — | — | — | | Rhodes | 2/6/2024(8) | — | — | — | — | — | — | — | 126,589 | 25.74 | 1,912,975 | | | 2/6/2024(8) | — | — | — | — | — | — | 25,889 | — | — | 666,383 | | Elizabeth | N/A | — | 140,942 | 211,413 | — | — | — | — | — | — | — | | H.Z. | 8/12/2024(9) | — | — | — | — | — | — | — | 324,582 | 15.29 | 2,860,444 | | Thompson | 8/12/2024(9) | — | — | — | — | — | — | 64,544 | — | — | 986,878 | | Thomas | N/A | — | — | — | — | — | — | — | — | — | — | | Garner | 12/9/2024(9) | — | — | — | — | — | — | — | 235,849 | 18.76 | 2,586,910 | | | 12/9/2024(9) | — | — | — | — | — | — | 45,372 | — | — | 851,179 | | Stephen | N/A | — | 518,879 | 778,319 | — | — | — | — | — | — | — | | R. Davis | 3/25/2024(8) | — | — | — | — | — | — | — | 286,451 | 17.84 | 3,000,202 | | | 3/25/2024(8) | — | — | — | 69,489 | 138,977 | 208,465 | — | — | — | 3,135,321 | | | 9/23/2024(10) | — | — | — | — | — | — | — | 180,188 | — | 516,017 | | | 9/23/2024(11) | — | — | — | — | — | — | 109,058 | — | — | 1,776,551 |

  43. Grants of Plan-Based Awards in Fiscal 2024

    (1) Amounts reported represent the potential short-term incentive compensation amounts payable for our 2024 fiscal year under our annual cash incentive program. The amounts reported represent each NEO’s target and maximum possible payments for 2024. 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 2024 is reported in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table above. (2) 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. (3) 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 2024 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. Represents value of all equity awards granted in 2024. The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Granted under the 2024 Inducement Plan. (8) Granted under the 2010 Equity Incentive Plan. (9) Granted under the 2024 Equity Incentive Plan. (10) Represents modified option awards pursuant to the Executive Transition Agreement and the incremental fair value of such awards computed as of the modification date in accordance with FASB ASC Topic 718. (11) Represents modified RSU awards pursuant to the Executive Transition Agreement and the incremental fair value of such awards computed as of the modification date in accordance with FASB ASC Topic 718.

  44. 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, 2024 for the Named Executive Officers:

  45. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024

  46. Outstanding Equity Awards at December 31, 2024

    | | Option Awards | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date(1) | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Catherine Owen Adams | — | 353,261 | 16.29 | 9/22/2034 | | — | — | — | — | | | — | — | | | 9/23/2024 | — | — | 160,763 | 2,950,001 | | | — | 353,261 | | | | — | — | 160,763 | 2,950,001 | | Mark C. Schneyer | 41,066 | — | 46.81 | 6/7/2030 | | — | — | — | — | | | 19,096 | 831 | 49.74 | 2/22/2031 | | — | — | — | — | | | — | — | | | 2/23/2021 | 1,353 | 24,828 | — | — | | | — | — | | | 2/23/2021 | — | — | 5,411 | 99,292 | | | — | — | | | 11/17/2021(4) | 19,826 | 363,807 | — | — | | | 48,275 | 24,139 | 25.75 | 4/4/2032 | | — | — | — | — | | | — | — | | | 4/5/2022 | 10,551 | 193,611 | — | — | | | — | — | | | 4/5/2022 | — | — | 5,276 | 96,815 | | | 35,599 | 54,337 | 21.75 | 4/30/2033 | | — | — | — | — | | | — | — | | | 5/1/2023 | 20,445 | 375,166 | — | — | | | — | — | | | 5/1/2023 | — | — | 13,630 | 250,111 | | | — | 80,564 | 17.84 | 3/24/2034 | | — | — | — | — | | | — | — | | | 3/25/2024 | 24,714 | 453,502 | — | — | | | — | — | | | 3/25/2024 | — | — | 19,544 | 358,632 | | | 144,036 | 159,871 | | | | 76,889 | 1,410,913 | 43,861 | 804,849 | | Jennifer J. Rhodes | — | 126,589 | 25.74 | 2/5/2034 | | — | — | — | — | | | — | — | | | 2/6/2024 | 25,889 | 475,063 | — | — | | | — | 126,589 | | | | 25,889 | 475,063 | — | — | | Elizabeth H.Z. Thompson | — | 324,582 | 15.29 | 8/11/2034 | | — | — | — | — | | | — | — | | | 8/12/2024 | 64,544 | 1,184,382 | — | — | | | — | 324,582 | | | | 64,544 | 1,184,382 | — | — | | Thomas Garner | — | 235,849 | 18.76 | 12/8/2034 | | — | — | — | — | | | — | — | | | 12/9/2024 | 45,372 | 832,576 | — | — | | | — | 235,849 | | | | 45,372 | 832,576 | — | — | | Stephen R. Davis | 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 | — | 29.59 | 8/2/2027 | | — | — | — | — |

  47. Outstanding Equity Awards at December 31, 2024

    | | Option Awards | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date(1) | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | | 243,750 | — | 35.80 | 9/6/2027 | | — | — | — | — | | | 40,625 | — | 35.80 | 9/6/2027 | | — | — | — | — | | | 135,000 | — | 19.98 | 4/17/2028 | | — | — | — | — | | | 23,750 | — | 21.28 | 10/14/2028 | | — | — | — | — | | | 95,000 | — | 21.28 | 10/14/2028 | | — | — | — | — | | | 219,298 | — | 25.12 | 4/28/2029 | | — | — | — | — | | | 138,304 | — | 42.81 | 1/5/2030 | | — | — | — | — | | | — | — | | | 1/6/2020(5) | — | — | — | — | | | 161,230 | — | 49.74 | 2/22/2031 | | — | — | — | — | | | — | — | | | 2/23/2021(5) | — | — | — | — | | | 218,103 | 19,828 | 25.75 | 4/4/2032 | | — | — | — | — | | | — | — | | | 4/5/2022 | 17,334 | 318,079 | — | — | | | — | — | | | 4/5/2022(5) | — | — | — | — | | | — | — | | | 4/5/2022(4) | 69,333 | 1,272,261 | — | — | | | 190,845 | 104,658 | 21.75 | 4/30/2033 | | — | — | — | — | | | — | — | | | 5/1/2023 | 44,782 | 821,750 | — | — | | | — | — | | | 5/1/2023(5) | — | — | — | — | | | 125,321 | 161,130 | 17.84 | 3/24/2034 | | — | — | — | — | | | — | — | | | 3/25/2024 | — | — | 138,977 | 2,550,228 | | | 2,420,601 | 285,616 | | | | 131,449 | 2,412,089 | 138,977 | 2,550,228 |

  48. Outstanding Equity Awards at December 31, 2024

    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) Other than as described in (4), 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. (3) Performance-based award. Vesting of performance-based unit awards depends on achievement of either (i) net product sales, research and development, and business development goals or (ii) relative TSR, in each case as described in proxy statements for the years of their grant. The amounts in this column reflect the unvested 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. (4) 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. (5) These performance-based unit awards were vested at 100% of target as part of Mr. Davis’s termination in accordance with the Management Severance Benefit Plan. As the maximum possible shares issuable is twice the target amount of each grant, the remaining upside of the award is still outstanding.

  49. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows for the fiscal year ended December 31, 2024, certain information regarding option exercises and stock vested during the last fiscal year with respect to the Named Executive Officers:

  50. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024

  51. Option Exercises and Stock Vested in Fiscal 2024

    | | 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) | | Catherine Owen Adams | — | $— | — | $— | | Mark C. Schneyer | — | $— | 64,615 | $1,089,866 | | Jennifer J. Rhodes | — | $— | — | $— | | Elizabeth H.Z. Thompson | — | $— | — | $— | | Thomas Garner | — | $— | — | $— | | Stephen R. Davis | — | $— | 455,656 | $7,513,996 |

  52. Option Exercises and Stock Vested in Fiscal 2024

    (1) The value realized on vesting of RSUs and PSUs 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.

  53. 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.

  54. 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.

  55. 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 former CEO and current CEO 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 Ms. Owen Adams and Mr. Davis and 12 months in the case of our other Named Executive Officers. In the case of Ms. Owen Adams and Mr. Davis, the base compensation severance benefit amount and target bonus payment for the year are multiplied by 1.5. Only Ms. Owen Adams and Mr. Davis 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, 2024, and 12 months of Ms. Owen Adams’s outstanding equity awards were deemed vested (with performance awards deemed vested at 100% of target), the value of the accelerated awards to Ms. Owen Adams would have been $0.2 million, in addition to cash compensation of approximately $3.2 million for a total of approximately $3.4 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, 2024 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, 2024, Mr. Schneyer, Ms. Rhodes, Dr. Thompson and Mr. Garner would have received payments of approximately $1.1 million, $1.1 million, $1.3 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. 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.

  56. 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 Ms. Owen Adams and Mr. Davis and 1.5 for Mr. Schneyer, Ms. Rhodes, Dr. Thompson and Mr. Garner. In addition, the Named Executive Officers are also eligible to receive a prorated 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, 2024 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 Ms. Owen Adams, Mr. Schneyer, Ms. Rhodes, Dr. Thompson and Mr. Garner would have been $3.7 million, $2.3 million, $0.5 million, $2.2 million and $0.8 million, respectively. In addition, the cash payout under the CIC Plan at December 31, 2024 for each such Named Executive Officer would have been approximately $4.0 million, $1.5 million, $1.5 million, $1.8 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.

  57. 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. Catherine Owen Adams, our CEO, is our PEO, succeeding our former CEO, Stephen R. Davis, as of September 20, 2024. 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 and Ms. Owen Adams, as of December 31, 2024, 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 2024, and (C) the estimated accounting value of any equity awards granted during 2024 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 Ms. Owen Adams and disclosed in the Summary Compensation Table above. The total compensation for our CEO, Ms. Owen Adams, for fiscal year 2024 as reported in the Summary Compensation Table was $7,594,107. In accordance with Item 402(u), we have annualized the salary, non-equity incentive plan compensation, and certain perquisite totals reported in the Summary Compensation Table in order to calculate the CEO Pay Ratio. The ratio of Ms. Owen Adams’ annualized total compensation for 2024 of $8,776,578 to the annual total compensation for our median employee in 2024 of $340,972, is approximately 25.7:1. 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.

  58. 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.

  59. Pay Versus Performance Table

    Pay Versus Performance Table In accordance with Item 402(v), we provide below the tabular information for the two PEOs and the average of our NEOs other than the PEOs for 2024, 2023, 2022, 2021 and 2020.

  60. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment based on:(4) | | | | | Year | Summary Compensation Table Total for PEO Stephen R Davis(1)(2) ($) | Compensation Actually Paid to PEO Stephen R Davis(1)(2)(3) ($) | Summary Compensation Table Total for PEO Catherine Owen Adams(1)(2) ($) | Compensation Actually Paid to PEO Catherine Owen Adams(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) | (j) | (k) | | 2024 | 12,206,915 | (919,393) | 7,594,107 | 8,776,144 | 3,429,439 | 2,570,741 | 42.89 | 152.89 | 226 | 958 | | 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 |

  61. Pay Versus Performance Table

    (1) Stephen R. Davis was our PEO in 2024, 2023, 2022, 2021, and 2020. Catherine Owen Adams was our PEO beginning in September 2024. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  62. Pay Versus Performance Table

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Srdjan R. Stankovic | Srdjan R. Stankovic | Srdjan R. Stankovic | Douglas J. Williamson | Mark C. Schneyer | | Austin D. Kim | Austin D. Kim | Austin D. Kim | Austin D. Kim | Jennifer J. Rhodes | | Elena H. Ridloff | Elena H. Ridloff | Mark C. Schneyer | Mark C. Schneyer | Elizabeth H.Z. Thompson | | Michael J. Yang | Mark C. Schneyer | Brendan P. Teehan | Brendan P. Teehan | Thomas Garner | | | Brendan P. Teehan | | | |

  63. Pay Versus Performance Table

    (2) The dollar amounts reported in column (b) and (d) are the amounts reported in the “Total” column of the Summary Compensation Table for the PEOs for the applicable year. The dollar amounts reported in column (f) 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 PEOs 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:

  64. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO Stephen R Davis ($) | Exclusion of Reported Stock and Option Awards for PEO Stephen R Davis ($) | Inclusion of Equity Values for PEO Stephen R Davis ($) | Compensation Actually Paid to PEO Stephen R Davis ($) | | 2024 | 12,206,915 | 8,428,091 | (4,698,217) | (919,393) |

  65. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO Catherine Owen Adams ($) | Exclusion of Reported Stock and Option Awards for PEO Catherine Owen Adams ($) | Inclusion of Equity Values for PEO Catherine Owen Adams ($) | Compensation Actually Paid to PEO Catherine Owen Adams ($) | | 2024 | 7,594,107 | 6,638,167 | 7,820,204 | 8,776,144 |

  66. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 3,429,439 | 2,897,596 | 2,038,898 | 2,570,741 |

  67. 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; (iv) for awards that are granted and vest in the applicable year, inclusion of the fair value of such awards as of the vesting date; and (v) 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:

  68. 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 Stephen R Davis ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO Stephen R Davis ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO Stephen R Davis ($) | Fair Value of Vested Awards Granted and Vested in Current Fiscal Year for PEO Stephen R Davis ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO Stephen R Davis ($) | Total - Inclusion of Equity Values for PEO Stephen R Davis ($) | | 2024 | 4,852,648 | (3,164,909) | (7,417,024) | 1,031,068 | — | (4,698,217) |

  69. 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 Catherine Owen Adams ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO Catherine Owen Adams ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO Catherine Owen Adams ($) | Fair Value of Vested Awards Granted and Vested in Current Fiscal Year for PEO Catherine Owen Adams ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO Catherine Owen Adams ($) | Total - Inclusion of Equity Values for PEO Catherine Owen Adams ($) | | 2024 | 7,820,204 | — | — | — | — | 7,820,204 |

  70. 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 ($) | Average Fair Value of Vested Awards Granted and Vested in Current Fiscal Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 2,849,001 | (419,412) | (390,691) | — | — | 2,038,898 |

  71. Pay Versus Performance Table

    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, 2024. 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. (5) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (6) 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 2024.

  72. 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, 2024.

  73. Reimbursement of Expenses

    | Name | Fees Earned or Paid in Cash(1) | Option Awards(2) | Stock Awards(3) | All Other Compensation | Total | | Julian C. Baker(4) | $65,000 | $138,894 | $137,238 | $— | $341,132 | | Stephen R. Biggar(5) | $110,000 | $138,894 | $137,238 | $— | $386,132 | | Laura Brege(6) | $127,083 | $138,894 | $137,238 | $— | $403,215 | | James Daly(7) | $122,083 | $138,894 | $137,238 | $— | $398,215 | | Elizabeth A. Garofalo(8) | $112,083 | $138,894 | $137,238 | $— | $388,215 | | Edmund P. Harrigan(9) | $122,083 | $138,894 | $137,238 | $— | $398,215 | | Adora Ndu(10) | $132,083 | $138,894 | $137,238 | $— | $408,215 | | Daniel Soland(11) | $122,083 | $138,894 | $137,238 | $— | $398,215 |