DEF 14A of Supernus Pharmaceuticals, Inc.
Filed Apr 30, 2026 · FY20250001104659-26-053111
PROPOSAL 1 ELECTION OF DIRECTORS
PROPOSAL 1 ELECTION OF DIRECTORS In April 2012, our stockholders approved the Company’s Amended and Restated Certificate of Incorporation, which divided the Board of Directors into three classes, as nearly equal in number as possible with one class standing for election each year for a three-year term. The term of the Class I directors will expire at the 2028 Annual Meeting of Stockholders, the term of the Class II directors will expire at the 2026 Annual Meeting of Stockholders, and the term of the Class III directors will expire at the 2027 Annual Meeting of Stockholders. At each Annual Meeting of Stockholders, the successors of the class of directors whose term expires shall be elected to hold office for a term expiring at the Annual Meeting of Stockholders to be held in the third year following the year of their election, with each director in each such class to hold office until his or her successor is duly elected and qualified. Our Board of Directors shall not be fewer than five and not more than 15 members. At our Annual Meeting, two directors are to be elected. The Board of Directors recommends that stockholders elect Frederick M. Hudson and Charles W. Newhall, III to hold office until the 2029 Annual Meeting of Stockholders or until their respective successors have been elected and qualified. This slate of directors, recommended and approved by the Board of Directors, was determined following an assessment by the Board of Directors of the skill set and experience of such persons. Each of the nominees named below was re-elected as a director at the Annual Meeting of Stockholders held on June 16, 2023. The persons designated as proxies in the accompanying proxy card intend to vote “FOR” each such nominee, unless a contrary instruction is indicated on the proxy card. If for any reason the nominee should become unavailable for election, the persons designated as proxies in the proxy card may vote the proxy for the election of another person nominated as a substitute by the Board of Directors, if any person is so nominated. We have no reason to believe that the nominees will be unable or unwilling to serve if elected, and the nominees have expressed their intention to serve the entire term for which election is sought. The proxies cannot be voted for a greater number of persons than the number of nominees named, which is two nominees. The following table sets forth below the name, age, and service dates of each member of our Board of Directors:
PROPOSAL 1 ELECTION OF DIRECTORS
| Name | Age | Director Since | | Class I Directors (Term maturing in 2028) | | | | Carrolee Barlow, M.D., Ph.D.(1)(4) | 62 | 2018 | | Jack A. Khattar | 64 | 2005 | | Class II Directors (Term maturing in 2026): | | | | Frederick M. Hudson(2)(3) | 80 | 2010 | | Charles W. Newhall, III(3)(4) | 81 | 2005 | | Class III Directors (Term maturing in 2027): | | | | Georges Gemayel, Ph.D.(1)(2)(3)(4) | 65 | 2015 | | Bethany L. Sensenig(2) | 50 | 2023 |
PROPOSAL 1 ELECTION OF DIRECTORS
The following table sets forth the committee composition of our Board of Directors:
PROPOSAL 1 ELECTION OF DIRECTORS
| | Independent Director | Audit | Governance And Nominating | Science | Compensation | | Charles W. Newhall III | | | | | | | Carrolee Barlow, M.D., Ph.D. | | | | | | | Georges Gemayel Ph.D | | | | | | | Frederick M. Hudson | | | | | | | Jack A. Khattar | | | | | | | Bethany L. Sensenig | | | | | |
PROPOSAL 1 ELECTION OF DIRECTORS
= Independent Director = Chairperson = Member = Chairman of the Board
Biographical Information
Biographical Information The following is a brief biography of each nominee for election of director and a discussion of the specific experience, qualifications, attributes or skills that led the Board of Directors to select that director for nomination. Class II Directors with Term of Office Expiring in 2026: Frederick M. Hudson has served as a member of our Board of Directors and chair of the Audit Committee since 2010. Mr. Hudson retired as a partner in the accounting firm of KPMG LLP in 2006 after a 37 year career with the firm. During Mr. Hudson’s career with KPMG, he was the partner in charge of the health care audit practice for the Washington — Baltimore business unit, and held leadership positions for serving the middle market practice and due diligence and mergers and acquisitions services. He was also a leader of the health care audit practice for the Mid-Atlantic area of KPMG, and served as national account lead partner and venture capital liaison partner. From 2018 to 2025, Mr. Hudson was on the board of directors of scPharmaceuticals, Inc., a publicly traded pharmaceutical company acquired by MannKind Corporation, and was also chair of the audit committee. From 2014 to 2019, Mr. Hudson was on the board of directors of Aradigm Corporation, a publicly traded specialty pharmaceutical company, and was also chair of the audit committee and a member of several other board committees. He is a director of GBMC Healthcare, Inc. and its affiliate, Greater Baltimore Medical Center, serving as chair of the board from 2019-2022, and previously as chair of the finance committee and audit committee. He was previously on the board of directors and the audit committee chair of Educate, Inc., Woodhaven Holding Corp., Vicor Technologies, Inc., and Paradigm Management Services LLC; and as a member of the board of directors and the compliance committee of Maxim Healthcare Services, Inc. Mr. Hudson received a B.S. in Accounting from Loyola University Maryland and is a Certified Public Accountant (retired). Mr. Hudson’s extensive accounting and health care audit experience qualifies him to serve as a director. Charles W. Newhall, III has served as a member of our Board of Directors since 2005 and has served as Chairman of the Board since August 2016. In 1977, Mr. Newhall co-founded New Enterprise Associates (NEA), a venture capital firm that focuses on the medical and life sciences and information technology industries, from which he retired effective December 31, 2012. To date, Mr. Newhall has served as a director of over approximately 60 venture-backed companies. In 1986, he founded the Mid-Atlantic Venture Capital Association (MAVA). He served as an advisor to Greenspring Associates from 2012 to 2021. Before NEA, Mr. Newhall was a Vice President of T. Rowe Price. He served in Vietnam commanding an independent platoon including an initial reconnaissance of Hamburger Hill. His decorations include the Silver Star, Bronze Star V (1st OLC) and the Purple Heart. He earned an Honors Degree in English from the University of Pennsylvania and an MBA from Harvard Business School. Mr. Newhall’s substantial experience with companies in the healthcare sector and his venture capital, financial and business experience qualify him to serve as a director. The Board of Directors recommends a vote “FOR” the election of the Class I nominees to the Board of Directors named above. Class I Directors Continuing for Term of Office Expiring in 2028: Carrolee Barlow, M.D., Ph.D., has served as a member of our Board of Directors since 2018. Dr. Barlow is a renowned expert in neuroscience and neurodegeneration, rare diseases and clinical development of new therapies. Dr. Barlow serves as Consulting Chief Medical Officer to several companies. Most recently, she was the Chief Medical Officer of Arialys, a position she held from August 2023 to March 2024. Prior to assuming that role, she served as Chief Medical Officer of EScape Bio, a position she held from January 2019 to August 2022. Prior to EScape, Dr. Barlow served as Chief Executive Officer of the Parkinson’s Institute and Clinical Center (Parkinson’s Institute), an independent nonprofit organization providing research, clinical trials and patient care for Parkinson’s and related disorders. There, she led all aspects of basic research, clinical research, and clinical care, as well as partnerships with biotech and pharmaceutical companies. She remained a member of the board of directors for the Parkinson’s Institute until 2019. Before joining the Parkinson’s Institute in 2014, since 2008 Dr. Barlow has also served as a consultant and advisor to a variety of biotechnology companies addressing neurologic, psychiatric, metabolic and rare genetic diseases. She was acting Chief Medical Officer at Amicus Therapeutics leading the execution, analysis and regulatory interactions that resulted in the approval of the first small-molecule therapy for Fabry disease (migalastat). She also led efforts that resulted in the first proof-of-concept clinical studies in patients for two novel biologic programs for Pompe and Fabry diseases. Previously, Dr. Barlow was a co-founder, Chief Scientific Officer and Chief Medical Officer of BrainCells Inc., advancing new therapeutic approaches for neurological and psychiatric disease, and worked at Merck Research Laboratories as Director of Molecular Neuroscience and worldwide leader of the Stroke and Neurodegeneration therapeutic areas. Earlier in her career, Dr. Barlow was a professor at the Salk Institute for Biological Studies, where she was a pioneer in the nascent field of neurogenomics. Dr. Barlow served as a member of the board of directors of Orphazyme A/S, a publicly traded company, and on the scientific advisory boards of ReCode Therapeutics, Kainos Medicine, CIONIC, and Rune Biosciences, each a private company. Dr. Barlow received her M.D. from the University of Utah and completed her residency in internal medicine at The New York Hospital, Cornell Medical Center. She went on to earn a Ph.D. in molecular and developmental biology at the Karolinska Medical Nobel Institute in Stockholm, Sweden. Shortly thereafter, she joined the National Institutes of Health and completed specialty training in endocrinology and a postdoctoral fellowship in neurogenetics at the National Human Genome Research Institute. Dr. Barlow is an author of approximately 100 peer-reviewed research papers, review articles and book chapters, and is an inventor on numerous U.S. patents. Dr. Barlow’s extensive executive and pharmaceutical research experience with various neurological and psychiatric diseases qualifies her to serve as a director.
Biographical Information
Jack A. Khattar is the founder of our Company and has served as our President, Chief Executive Officer and Secretary and a Director since 2005. From 1999 to 2005, Mr. Khattar served in various positions during that time as a board member, President and Chief Executive Officer of Shire Laboratories Inc., the drug delivery subsidiary of Shire plc. From 1999 to 2004, he also served as a member of Shire plc’s executive committee. Prior to that, Mr. Khattar served as an executive officer and the Chairman of the management committee at CIMA Labs Inc. (CIMA), a drug delivery company where he was also responsible for business development, corporate alliances and strategic planning. Prior to joining CIMA in 1995, Mr. Khattar held several marketing and business development positions at Merck & Co., Novartis, Playtex and Kodak in various locations, including the United States, Europe and the Middle East. Mr. Khattar currently serves on the boards of directors of Navitor Pharmaceuticals, LLC a privately-held development stage biotechnology company, and on the advisory board of New Rhein Healthcare, a private equity firm. Mr. Khattar also serves as Chairman of the board of directors of Cognition Therapeutics Inc., a publicly traded pharmaceutical company. He previously served as Chairman of the board of Directors of scPharmaceuticals, a publicly traded pharmaceutical company acquired by MannKind Corporation. Mr. Khattar earned his degrees in Marketing with a BBA from American University of Beirut and an MBA from the Wharton School of the University of Pennsylvania. Mr. Khattar’s leadership and his executive, managerial, business and pharmaceutical company experience, along with his more than 35 years of industry experience in the development and commercialization of pharmaceutical products and drug delivery technologies, qualify him to be a director. Class III Directors Continuing for Term of Office Expiring in 2027: Bethany L. Sensenig has served as a member of our Board of Directors since August 2023. Ms. Sensenig was most recently Chief Financial Officer and Head of Operations of Radius Health, Inc., a commercial stage company focused on osteoporosis and bone health, where she played a critical leadership role in the growth, financial performance, and sale of the company. As of April 2026, Ms. Sensenig serves on the Board of Directors of Alpha Cognition, a publicly traded company. Since 2025, Ms. Sensenig also serves as a member of the Board of Directors of Kalvista Pharmaceuticals, Inc., a publicly traded corporation. From January 2022 through July 2023, she was Chief Financial Officer and Interim Chief Executive Officer of 9 Meters Biopharma, a clinical-stage biotechnology company. 9 Meters Biopharma filed for bankruptcy in July 2023. Prior to that, Ms. Sensenig was Chief Financial Officer and Head of U.S. Operations of Minovia Therapeutics, Ltd., a clinical-stage cell therapy company, where she played a critical leadership role in building the company’s business and financing strategy. She spent 13 years at Biogen Inc., a multinational biotechnology company, where she held several positions of increasing responsibility, the latest of which was Vice President of Finance and Commercial Operations. Ms. Sensenig has led or played key roles in numerous transactions and acquisition-related deals throughout her career and had direct P&L accountability at Biogen for upwards of $1 billion in annual revenue across 30 countries spanning the U.S., Asia-Pacific, Latin America and Europe. Earlier in her career, Ms. Sensenig held financial management and analyst roles at Merck & Co. Inc. and Nexus Technologies, Inc. Ms. Sensenig holds a Bachelor of Science in Accounting and Business Management from Montreat College, a Master of Business Administration from Western Carolina University and is a Certified Management Accountant. Ms. Sensenig’s substantial business and strategic financial leadership experience in the pharmaceutical and biotechnology sectors qualifies her to serve as a director. Georges Gemayel, Ph.D., has served as a member of our Board of Directors since 2015. From February 2011 to December 2012, Dr. Gemayel served as Executive Chairman of Syndexa Pharmaceuticals Corp., a privately held drug development company. Prior to that, in 2010, Dr. Gemayel served as Executive Chairman of FoldRx until its acquisition by Pfizer. From June 2008 until November 2009, Dr. Gemayel served as President and Chief Executive Officer of Altus Pharmaceuticals, a publicly traded pharmaceutical company. From 2003 to 2008, he was Executive Vice President at Genzyme Corporation where he was responsible for Genzyme’s global therapeutics, transplant, renal and biosurgery businesses. From 2000 to 2003, Dr. Gemayel was employed as Vice President National Specialty Care for Hoffmann La-Roche, responsible for its U.S. business for dermatology, oncology, transplantation, hepatitis and HIV. Dr. Gemayel joined Hoffmann-La Roche in 1988 and served in various positions of increasing responsibility over his tenure there. Dr. Gemayel received his doctorate in pharmacy from St. Joseph University in Beirut, Lebanon and his Ph.D. in Pharmacology from Paris-Sud University in Paris. France. Dr. Gemayel currently serves as Chairman of the board of directors of GlycoEra AG a privately held company, as well as serving as a director of Disc Medicine Inc., a publicly traded company. He was previously a director of Flamingo Therapeutics, a privately held company, Adolor Corporation, a publicly traded company, acquired by Cubist Pharmaceuticals. Inc., a director at Prosensa, acquired by Biomarin, a director at NPS, acquired by Shire, a director of Epitherapeutics, acquired by Gilead, a director of Raptor Pharmaceutical Corp., acquired by Horizon Pharma plc, the Chairman of Enterome Bioscience SA and Dimension Therapeutics, acquired by Ultragenyx, a director of Momenta Pharmaceuticals, a publicly traded company acquired by Johnson and Johnson, the Executive Chairman of Gemini Therapeutics, which merged with Disc Medicine Inc., the Chairman of Dynacure, which merged with Flamingo Therapeutics, and the Chairman of Vascular Magnetics and Oxthera AB, both privately owned companies. Dr. Gemayel’s substantial experience on the boards of directors of life science and healthcare companies and his over 35 years of experience in the pharmaceutical industry, including management and executive positions spanning the United States, Europe and the Middle East, qualify him to serve as a director.
Compensation Program Design
Compensation Program Design We believe our executive compensation program is reasonable and appropriate because it is aligned with our business goals, research and development programs for future product development and our goal of delivering value to our stockholders. We rely on the expertise of our executive management team to drive overall company performance. The Compensation Committee believes that the design and operation of our CEO compensation program is appropriate given the impact the CEO has on the development of strategic programs designed to reach long-term goals, internal assets, and the achievement of Corporate Objectives. These components provide important future benefits for the Company and its stockholders. Our overall compensation program is designed to attract, retain and motivate key employees by providing competitive, equitable compensation, based on their performance, in the form of base salary plus short-term (cash bonus) and long-term incentives including equity awards with vesting tied to the achievement of defined performance goals. The Compensation Committee believes that the design of our executive compensation program, with its emphasis on reward for achievement of the key goals that comprise our annual and long-term business plan, does not create incentives for our executives to take excessive or unnecessary risks that could threaten the value of the Company or are reasonably likely to cause a material adverse effect on the Company. As discussed in greater detail under the heading “Compensation Discussion and Analysis — Role of Compensation Consultant,” the Compensation Committee’s independent compensation consultant, the Human Capital Solutions practice of Aon plc (“Aon”), annually performs a risk assessment of our executive compensation programs.
Role of Compensation Consultant
Role of Compensation Consultant The Compensation Committee retains an independent compensation consulting firm to provide advisory services concerning our executive compensation programs. In 2025, Aon assisted the Compensation Committee by providing the following services: • Assisting in establishing a peer group of publicly-traded companies to help assess our executive compensation program; • Preparing a competitive comparison of peer groups and market data analysis, including data used for reviewing the compensation of our CEO, CFO, the other NEOs and other members of our executive management team; • Reviewing and advising on certain materials provided to the Compensation Committee for discussion and approval; • Participating in certain of the Compensation Committee’s meetings in 2025; • Assisting in the pay for performance assessment of the CEO’s performance relative to the CEO’s entire compensation package; • Assisting in the assessment of the Board of Directors compensation; • Conducting a risk assessment on our overall executive compensation programs; and • Reporting on certain governance and regulatory trends. The members of the Aon team provide data and advice to the Compensation Committee, including with respect to the development of the pay for performance assessment of the CEO. Other than providing the information identified above, the Aon team does not provide any other services unless specifically requested by the Compensation Committee. Aon follows its internal guidelines and practices to guard against any conflict of interest and to ensure the objectivity of its advice. The Compensation Committee analyzed whether Aon was independent pursuant to SEC and Nasdaq listing rules and whether the work of Aon as a compensation consultant raised any conflict of interest. Based on its analysis, the Compensation Committee determined that Aon was independent and that the work of Aon and the individual compensation advisors employed by Aon does not create any conflict of interest.
Use of Peer Group Data
Use of Peer Group Data Our executive compensation program seeks to provide total compensation at pay levels of executives with similar roles at comparable companies when targeted levels of performance are achieved. Use of peer group survey data provided by Aon plays a significant role in the structure of the compensation program. It is an important input in setting base salaries and target levels for cash bonuses and equity awards and to establish target compensation levels that are market competitive in order to attract and retain talent. The Company participates in compensation surveys conducted by Aon each year. The Company has access to the resulting Aon reports, which are specific to the pharmaceutical and biotechnology industries and provide data on salaries, cash bonuses and equity awards for specific job functions. Aon’s input is a significant input for assessing our executive compensation program. With the guidance of Aon, the Compensation Committee determined the Peer Group for use and reference in 2025. The Compensation Committee used the peer data and the assistance of Aon to identify a reasonable reference point for base salaries, cash bonuses and equity awards. The Committee then analyzed overall company and individual executive performance to make final compensation decisions, which were recommended to the Board of Directors for approval (in the case of the CEO). The criteria the Committee used for selecting peers included: • Public commercial biopharmaceutical companies with a product on the market; • Market capitalization values generally between $800 million and $7.3 billion; • Companies with annual revenue generally between $220 million and $2 billion; and • Companies with 225-2,000 employees reflecting other organizations of similar scale and complexity. Using these criteria, the following companies were determined to comprise the Company’s peer group (the “Peer Group”):
Use of Peer Group Data
| ACADIA Pharmaceuticals Inc. | ANI Pharmaceuticals, Inc. | Corcept Therapeutics Incorporated | Pacira Biosciences, Inc. | | Alkermes Plc | Axsome Therapeutics, Inc. | Dynavax Technologies Corporation | PTC Therapeutics, Inc. | | Amicus Therapeutics, Inc. | Catalyst Pharmaceuticals, Inc. | Harmony Biosciences Holdings, Inc. | Ultragenyx Pharmaceutical Inc. | | Amphastar Pharmaceuticals, Inc. | Collegium Pharmaceutical, Inc. | Ligand Pharmaceuticals Incorporated | Xeris Biopharma Holdings, Inc. |
Use of Peer Group Data
Compared to the Peer Group, for 2025, the Company was at the 44th percentile of revenues, 52nd percentile of market capitalization, 53rd percentile for 1 year total shareholder return, and the 58th percentile of Peer Group headcount.
Elements of Executive Compensation
Elements of Executive Compensation The main components of our executive compensation program are: • Base salary; • Annual cash bonus; and • Long-term incentives — equity awards in the form of options, restricted stock units (“RSUs”), and performance stock units (“PSUs”). The following discussion describes how each of these elements of compensation fit into our overall compensation objectives and describes how and why compensation decisions were made with respect to each element based on our year-end analysis of competitive market data and our annual review of Corporate Objectives and individual performance. Base Salaries Base salaries are paid in order to provide a fixed component of compensation for the CEO, CFO, other NEOs and other members of executive management. For 2025, on February 19, 2025, the Compensation Committee reviewed the base salaries of the CEO and the CFO, other NEOs and the other executive officers, in the context of its assessment of performance, the CEO’s recommendations, and comparative data from the Aon report. Each executive officer’s individual performance and tenure were also evaluated. For each of these executive officers, based on the CEO’s recommendation (other than with respect to the CEO) and the executive officer’s individual performance and contribution to the achievement of Corporate Objectives, the Compensation Committee approved an increase in the respective base salary from the 2024 level (other than with respect to the CEO) to be within a range that is competitive with salaries paid to comparable officers at companies in the Peer Group. With respect to the CEO, based on the foregoing, the Compensation Committee recommended the Board of Directors approve an increase of the CEO’s base salary from the 2024 level to be within a range that is competitive with salaries paid to comparable CEOs at companies in the Peer Group. The full Board of Directors reviewed the approved increase and approved an increase in the CEO’s base salary based on its review and the Compensation Committee’s recommendation. Additionally, on May 30, 2025, the Compensation Committee recommended, and the Board of Directors approved increasing Mr. Mottola’s annual base salary for 2025 from $392,500 to $412,500 in connection with his appointment as the Company’s Chief Technical Operations Officer. The table below sets forth our NEOs base salaries for 2024 and 2025.
Elements of Executive Compensation
Annual Cash Bonuses Annual cash bonuses are intended to reward individual performance by providing executive officers with an opportunity to receive additional cash compensation based primarily on the Company’s performance and, secondarily, for the executive officer’s achievement of individual goals. As described in greater detail below, performance is measured by the achievement of Corporate Objectives approved by the Board of Directors, and the assessment of the Compensation Committee, based on recommendations from the CEO, of how well the executive officer performed his or her role in contributing to stockholder value during the applicable year and achieved his or her individual goals. Target Setting Cash bonus targets, expressed as a percentage of base salary, for the CEO, CFO, the other NEOs and all other members of executive management, were set within a range that is competitive with cash bonuses paid to comparable officers at the companies in our Peer Group. While the CEO recommends each officer’s cash bonus target (other than for the CEO) to the Compensation Committee, the Compensation Committee has the discretion to adjust each officer’s target as it deems appropriate. Potential reasons for adjusting cash bonus targets include the impact of the officer’s position on the Company’s results and how the officer’s base salary, upon which the bonus is based, has increased historically. The length of time an officer has been in his or her current role and how the officer’s role fits within the hierarchy of the Company are also considered. On May 30, 2025, the Compensation Committee recommended, and the Board of Directors approved increasing Mr. Mottola’s bonus target from 35% to 40% in connection with his appointment as the Company’s Chief Technical Operations Officer. None of the other NEOs cash bonus targets as a percentage of their respective base salaries increased in 2025 as compared to 2024. Elements of Cash Bonus Each cash bonus target opportunity consists of two elements: (i) a Company performance element and (ii) an individual performance element (other than for the CEO whose cash bonus is based solely on Company performance elements). The targets and the relative weighting of objectives for the NEOs in 2025 were as follows:
Elements of Executive Compensation
| | Target Bonus as a % of Base Salary) | Weighting of Objectives | | | Name | | Company | Individual | | Jack A. Khattar | 75% | 100% | 0%(1) | | Timothy C. Dec | 45% | 60% | 40% | | Padmanabh P. Bhatt, Ph.D. | 35% | 60% | 40% | | Jonathan Rubin, M.D. | 40% | 60% | 40% | | Frank Mottola | 40% | 60% | 40% |
Elements of Executive Compensation
(1) The CEO’s performance is measured by reference to the overall performance of the Company, specifically the achievement of Corporate Objectives. Corporate Performance Goals Each year, we measure our annual corporate performance against our achievement of the key objectives and goals set forth in our annual business plan, which we refer to as our Corporate Objectives. The achievement of specified financial measures, such as annual operating income or revenue growth targets, are also considered to be important measures as a result of the growth and maturity of our company and our emergence as a long term, sustainably profitable business. In evaluating the overall performance of the Company, the Compensation Committee takes into account our strategic focus, which is to develop and commercialize products for the treatment of central nervous system (CNS) diseases. This strategy is anchored around the continued growth of our current commercial products and selective investments in our research and development pipeline, in-licensed technology and technology platforms which are designed to realize long-term growth for our Company. The strategy is also based on appropriate acquisitions of corporate assets. At the beginning of 2025, the CEO recommended, and the Compensation Committee and Board of Directors approved and assigned weights to certain Corporate Objectives for 2025 covering various key projects and financial goals including the following: • SPN-812 • Prepare and submit a specified regulatory meeting request and package to the FDA • Complete clinical trial material availability for a specified study • Complete final data analysis on a specified study • SPN-820/821 • Topline data from a specified Phase 2b study • Submit meeting package for an end of Phase 2 meeting with the FDA • Initiate specified chronic toxicology studies • SPN-817 • Complete a specified pharmacokinetics study • Initiate a specified preclinical study for a new formulation • Achieve specified enrollment target in a Phase 2b study Complete a specified Phase 2a study Obtain FDA approval • Launch product • Financials • Achieve specific gross or net revenue objectives • Achieve adjusted EBITDA objective • R&D Discovery Program • Complete final analysis of a specified first-in-human study • Complete a specified go/no-go decision on a development program • Complete manufacture of a specified Good Manufacturing Practice batch to support a first-in-human study • Complete all IND-enabling toxicology studies for a specified development candidate The cash bonus program has various payout levels depending on the Company’s performance measured against the Corporate Objectives. The payout of cash bonuses is primarily determined by the achievement of Corporate Objectives. For example, if 90% of our Corporate Objectives are achieved, 90% of the amount of each NEO’s cash bonus target attributable to the Corporate Objectives will be funded. The Board of Directors, based on the recommendation of the Compensation Committee and at its discretion, may adjust the payout levels. For 2025, the Corporate Objectives achievement level was determined by the Compensation Committee to be 109% of Corporate Objectives. Please refer to the “Summary Compensation Table” for information concerning the actual bonuses paid to each of our NEOs for the year ended December 31, 2025. Long Term Incentives — Equity Incentive Awards Equity incentive awards have the potential to be a significant component of each executive officer’s compensation package, particularly, if the Company’s stock price appreciates. We emphasize equity incentive awards to motivate our executive officers to drive both the short-term and long-term performance of the Company. Each executive officer has a significant role in developing and executing on the Company’s strategy and delivering financial performance year-over-year. We believe the emphasis on and mix of equity awards appropriately aligns their interests with those of our stockholders. Equity Incentive Grant Mechanics and Timing The Compensation Committee approves all grants for equity incentives to NEOs (other than the CEO) and other employees. Awards granted to the CEO must be recommended by the Compensation Committee to the Board of Directors for approval. At least 75% of the independent directors of the Board of Directors must approve grants for equity incentives to the CEO. For annual awards, the grant date is the date during the first calendar quarter when the Compensation Committee and the full Board of Directors meet. The procedure for timing of equity grants minimizes the risk that awards are granted opportunistically for the benefit of employees. This date is established by the Compensation Committee and the full Board of Directors well in advance and has historically occurred in late February or early March. This first quarter grant date timing coincides with the Company’s calendar-year-based performance management cycle, allowing managers to deliver the equity awards close in time to performance appraisals. The Company believes this timing increases the impact of the awards by strengthening the link between pay and performance. Additional information regarding the timing of grants of equity awards is available under the heading “Executive Compensation — Policies and Practices Related to the Timing of Grants of Certain Equity Awards.” The exercise price for all stock option awards to the CEO, the Board, and the executive officers is the fair market value of the Company’s Common Stock on the date the grant is approved by the Board of Directors. The fair market value of the Company’s Common Stock as of a particular date is defined as the closing price of the Company’s Common Stock on such date. Structure of Equity Award Compensation Program In order to determine the size of equity incentive awards to each executive during the annual grant process, the Compensation Committee reviews market data on how much equity similarly situated officers are receiving at companies in the Peer Group. This review focuses on how much equity and the mix of equity awards that should be granted to each officer in order to be competitive with equity awards provided to comparable officers at companies in the Peer Group for their performance. Options The Compensation Committee approves grants of stock options to provide a certain amount of equity to officers that will vest as long as the officer continues to serve at Supernus. These grants align the interests of our executive officers with those of our stockholders because the grants will only have value to the extent the market value of Supernus’ equity increases from the price per share on the date of grant. The exercise price of the stock options is equal to the closing price of the Company’s Common Stock on the date of the grant. Stock option awards for our executive officers were set within a range that is competitive with option awards granted to comparable officers at companies in the Peer Group for performance. Other considerations include the officer’s specific performance, how the officer’s role fits within the hierarchy of the organization, the impact of the officer’s position on the Company’s results, how the officer’s stock option awards have increased historically and how long an officer has been in his or her current role. The Compensation Committee has the discretion to adjust each officer’s award as it deems appropriate.
Elements of Executive Compensation
On February 20, 2025, the Board of Directors approved, upon recommendation from the Compensation Committee, a grant of 331,600 stock options to Mr. Khattar. On February 19, 2025, the Compensation Committee approved the following grants of stock options: 40,000 to Mr. Dec, 20,000 to Dr. Bhatt, 20,000 to Dr. Rubin, and 20,000 to Mr. Mottola. For additional information regarding the (i) value of these awards, see “Executive Compensation — Grants of Plan-Based Awards,” and (ii) the timing of the grants of these awards, see “Executive Compensation — Policies and Practices Related to the Timing of Grants of Certain Equity Awards.” In determining the actual amounts of each executive officer’s stock option award, the Compensation Committee and Board of Directors considered the recommendations of the CEO and each executive’s individual performance. In the case of Mr. Khattar, the Board of Directors considered the benefit to stockholders of his performance and the recommendations of the Compensation Committee. All stock options vest over four years in four equal installments of 25% each on the first four anniversaries of the date of grant assuming the individual’s continued service during the vesting period. Performance Share Units Our Board of Directors and Compensation Committee include Performance Share Units in the mix of equity awards to the Company’s CEO, other NEOs and other executive officers to increase the relative weighting of performance-based compensation and to tie a more significant portion of total executive officer compensation to the achievement of performance goals that we believe drive the fundamentals of our business. Accordingly, all NEOs and other executive officers, in addition to receiving a grant of stock options and restricted stock units, received a portion of their equity award in the form of performance share units. Consistent with our emphasis on aligning pay for performance, each executive’s awarded performance share units vest upon the achievement of specific individual performance objectives, which are designed to support the long-term performance of the Company. Each of the performance share units have an objective that must be achieved within a defined performance period that must expire after no more than ten years. In connection with the foregoing, on February 20, 2025, Mr. Khattar received a grant of 198,996 performance share units, and on February 19, 2025, each of Drs. Bhatt and Rubin and Messrs. Dec and Mottola received a grant of 5,000 performance share units. Mr. Khattar’s grant of performance share units was increased in 2025 as compared to 2024 because the Committee believes this increase in equity tied to the achievement of performance goals will provide increased focus on Company performance and drive the fundamentals of the Company’s business. On May 3, 2025, the Compensation Committee, based on a recommendation from the CEO, established individual performance objectives for each executive and determined that the achievement of each objective would result in the vesting of a specified portion of the performance share units. With respect to Mr. Khattar: • Exceed non-GAAP operating earnings or net product sales guidance issued by the Company at the beginning of the year by a specified percentage for 2025 and 2026 combined; • Execute a corporate development transaction with specified characteristics; • In license or acquire an asset with specified characteristics; • Generate positive Phase II data on SPN-817 during a specified period; • Develop specified prototypes on a specific product candidate with specified data from one of them by the end of 2026; and • Conduct a Phase 2b study on SPN-821 with topline data during a specified period. • With respect to Mr. Dec: • Develop a comprehensive portfolio plan with multi-year timelines and costs, and minimize annual R&D estimate changes below a specified percentage in 2025, 2026 and 2027; • Complete a corporate development transaction with integration during a specified period; • Establish a tax planning strategy to reduce the overall effective corporate tax rate for specified years compared to a specified baseline; and • Secure financing for a corporate development transaction that meets specified revenue or pipeline criteria. • With respect to Dr. Rubin: • Develop a comprehensive portfolio plan with multi-year timelines and costs, and minimize annual R&D estimate changes below a specified percentage in 2025, 2026 and 2027; • Complete final tables, figures, and listings on a specific product candidate by a specified date; and • Conduct a Phase 2b study on SPN-821 with topline data during a specified period. • With respect to Dr. Bhatt: • Develop specified prototypes on a specific product candidate with specified data from one of them by the end of 2026; and • Issuance of a patent for the method of use of a specified chemical entity from the discovery platform by the end of 2027. • With respect to Mr. Mottola: • Manage IT infrastructure through a specified period without a cyber-attack that disrupts business continuity beyond a specified threshold; • Develop specified prototypes on a specific product candidate with specified data from one of them by a specified date; and • Improve and secure supply of a specific commercial product with adequate dating to ensure continuity of supply through a specified period. Restricted Stock Units The Company’s restricted stock units (“RSU”) awards vest in four equal installments of 25% each on the first four anniversaries of the date of grant provided the NEO continues to serve at Supernus on each such anniversary date. The Board of Directors believes that providing NEOs (other than the CEO) a mix of time-vesting and performance-vesting equity awards based on pre-established goals achieves a balance in our equity-based compensation program and further aligns the interests of such officer and our stockholders through the RSU award’s retention value. In connection with the foregoing, on February 19, 2025, each of Drs. Bhatt and Rubin and Messrs. Dec and Mottola received a grant of 4,500 RSUs. Other benefits Our executive officers are eligible to participate in all of our employee benefit plans, such as medical, dental, vision, group life insurance, disability insurance, Employee Stock Purchase Plan (“ESPP”) and our 401(k) plan, in each case on the same basis and subject to the same terms as our other employees. The Company makes a safe harbor match to the 401(k) Plan for all participants. There were no special benefits or perquisites provided to any executive officer in 2025. The Company does not maintain a pension program or a deferred compensation plan for executives or for any other employees, other than the Supernus Supplemental Executive Retirement Plan (SERP), which was established for the benefit of Jack Khattar for the sole purpose of receiving funds from a Shire (the former parent of the predecessor of the Company) SERP and providing a continuing deferral program under the Supernus SERP. No additional contributions have been made to the account by Supernus or by Mr. Khattar personally since the Supernus SERP was established.
Summary Compensation Table
Summary Compensation Table The following table shows the compensation earned by our CEO and other NEOs during the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Jack A. Khattar Chief Executive Officer, President & Secretary | 2025 | 1,036,000 | 6,535,029 | 7,031,545 | 846,930 | 52,053 | 15,501,557 | | | 2024 | 1,001,500(5) | 5,199,012 | 5,567,427 | 826,254 | 46,796(6) | 12,640,989(7) | | | 2023 | 963,000 | 4,760,000 | 6,675,200 | 830,588 | 49,305 | 13,278,093 | | Timothy C. Dec Senior Vice President, Chief Financial Officer | 2025 | 504,900 | 315,040 | 822,429 | 233,894 | 40,146 | 1,916,409 | | | 2024 | 485,500 | 658,200 | 864,507 | 229,160 | 40,264(6) | 2,277,631(7) | | | 2023 | 453,800 | 726,000 | 953,600 | 210,588 | 39,639 | 2,383,627(5) | | Jonathan Rubin, MD Senior Vice President, Chief Medical Officer Research and Development | 2025 | 485,100 | 315,040 | 411,214 | 197,843 | 39,534 | 1,448,731 | | | 2024 | 466,400 | 341,525 | 432,254 | 192,530 | 37,357(6) | 1,470,066(7) | | | 2023 | 440,000 | 448,000 | 476,800 | 184,448 | 38,081 | 1,587,329 | | Padmanabh P. Bhatt, Ph.D. Senior Vice President, Intellectual Property, Chief Scientific Officer | 2025 | 455,900 | 315,040 | 411,214 | 168,182 | 41,093 | 1,391,429 | | | 2024 | 440,500 | 274,250 | 345,803 | 163,434 | 37,564(6) | 1,261,551(7) | | | 2023 | 427,700 | 363,000 | 476,800 | 163,165 | 37,546 | 1,468,211 | | Frank Mottola Senior Vice President, Chief Technical Operations Officer | 2025 | 412,500 | 315,040 | 411,214 | 173,910 | 48,037 | 1,360,701 | | | 2024 | 377,400 | 341,525 | 432,254 | 140,001 | 43,765(6) | 1,334,945(7) | | | 2023 | 352,700 | 544,500 | 715,200 | 129,361 | 44,418 | 1,786,179 |
Summary Compensation Table
(1) Our CEO will only realize compensation to the extent performance share units vest depending upon the level of achievement of specified performance goals. Our other NEOs will only realize a portion of this compensation unless the stock awards comprised of performance share units vest, which is dependent upon the level of achievement of specified performance goals. For information regarding assumptions underlying the valuation of equity awards, see Note 10 to our consolidated financial statements included in our Annual Report to Stockholders. (2) Our NEOs will only realize compensation to the extent the market price of our common stock at date of exercise is greater than the exercise price of such stock options. For information regarding assumptions underlying the valuation of equity awards, see Note 10 to our consolidated financial statements included in our Annual Report to Stockholders. (3) Amounts represent annual performance bonus compensation earned for the years ended December 31, 2025, 2024 and 2023 based on pre-established performance objectives. Annual performance bonus compensation for 2025, 2024 and 2023 was paid in early 2026, early 2025 and early 2024, respectively. Amounts include (i) the premium amounts paid by us for life insurance, short-term and long-term disability coverage, and medical, dental and vision insurance for each NEO, (ii) the employer matching contributions made on behalf of each NEO to our 401(k) plan and (iii) the compensation expense related to participation in the Company’s ESPP for Drs. Bhatt and Rubin and Messrs. Dec and Mottola. Mr. Khattar’s other compensation also includes the value of certain expenses incurred in connection with participation by Mr. Khattar in the Company’s President’s Club award program for certain of the Company’s sales professionals, which was valued at $21,447 for fiscal year 2025. Drs. Bhatt and Rubin’s and Mr. Mottola’s other compensation also includes a reimbursement for certain membership fees of $225, $219 and $241 in the fiscal year 2025, respectively. Amount reflected has been updated to correct an inadvertent typographical error in the previously reported value that overstated Mr. Khattar’s and understated Mr. Dec’s salary. Amount reflected in the “All Other Compensation” column for 2024 has been updated to correct an inadvertent error in the previously reported value. The previously reported value was higher because it inadvertently included the imputed income attributed to the executive officer of the premium amounts paid by us for life insurance coverage for income tax purposes rather than the actual amount of such premium. Other than as described in this footnote and in footnotes 5 and 7, the amounts previously reported in all other columns were accurate. (7) Amount reflected in the “Total” column for 2024 has been updated to correct an inadvertent error in the previously reported value. The previously reported value was higher because it inadvertently included the value in the “Stock Awards” column for the executive officer twice when aggregating the executive officer’s compensation to calculate the value shown in the “Total” column. Other than as described in this footnote and in footnotes 6 and 7, the amounts previously reported in all other columns were accurate.
Pension Benefits
Pension Benefits Our NEOs did not participate in or have account balances in any qualified or nonqualified defined benefit plans sponsored by us. Our Board of Directors or Compensation Committee may elect to adopt qualified or nonqualified benefit plans in the future if it determines that doing so is in the best interest of our shareholders.
Grants of Plan-Based Awards
Grants of Plan-Based Awards During fiscal year ended December 31, 2025, our CEO and other NEOs participated in our performance-based cash incentive plan and our equity award program in which each officer was eligible for the awards set forth in the following table. The following table also sets forth information regarding cash and equity awards granted to our CEO and other NEOs during the year ended December 31, 2025.
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| Name | Grant Date | Grant Type | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Exercise or Base Price of Option Awards ($/Sh)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold ($) | Target ($)(1) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jack A. Khattar | 2/20/2025 | Cash | — | 846,930 | 846,930 | — | — | — | — | — | | | 2/20/2025 | Options | — | | | — | 331,660 | 331,660 | 34.59 | 7,031,544 | | | 5/3/2025(4) | PSUs | — | | | — | 198,996 | 198,996 | 32.84 | 6,535,029 | | Timothy C. Dec | 2/19/2025 | Cash | — | 233,894 | 233,894 | — | | | | | | | 2/19/2025 | Options | — | | | — | 40,000 | 40,000 | 33.52 | 822,429 | | | 2/19/2025 | RSUs | — | | | — | 4,500 | 4,500 | 33.52 | 150,840 | | | 5/3/2025(4) | PSUs | — | | | — | 5,000 | 5,000 | 32.84 | 164,200 | | Jonathan Rubin, MD | 2/19/2025 | Cash | — | 197,843 | 197,843 | — | | | | | | | 2/19/2025 | Options | — | | | — | 20,000 | 20,000 | 33.52 | 411,214 | | | 2/19/2025 | RSUs | — | | | — | 4,500 | 4,500 | 33.52 | 150,840 | | | 5/3/2025(4) | PSUs | — | | | — | 5,000 | 5,000 | 32.84 | 164,200 | | Padmanabh P. Bhatt, Ph.D. | 2/19/2025 | Cash | — | 168,182 | 168,182 | — | | | | | | | 2/19/2025 | Options | — | | | — | 20,000 | 20,000 | 33.52 | 411,214 | | | 2/19/2025 | RSUs | — | | | — | 4,500 | 4,500 | 33.52 | 150,840 | | | 5/3/2025(4) | PSUs | — | | | — | 5,000 | 5,000 | 32.84 | 164,200 | | Frank Mottola | 2/19/2025 | Cash | — | 173,910 | 173,910 | — | | | | | | | 2/19/2025 | Options | — | — | — | — | 20,000 | 20,000 | 33.52 | 411,214 | | | 2/19/2025 | RSUs | — | — | — | — | 4,500 | 4,500 | 33.52 | 150,840 | | | 5/3/2025(4) | PSUs | — | — | — | — | 5,000 | 5,000 | 32.84 | 164,200 |
Grants of Plan-Based Awards
(1) Future payout amounts are based on the target bonus percentage recommended by the Compensation Committee and approved by the Board of Directors on February 19, 2025. (2) Amounts represent the closing market price of our common stock on the date of the grant. (3) Amounts reflect the aggregate grant date fair value of the awards calculated in accordance with ASC 718. The performance metric for this tranche of the performance share unit grant was approved by the Compensation Committee on May 3, 2025.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The table below sets forth certain information regarding the outstanding equity awards held by our NEOs as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | | Options Awards(1) | | | | Stock Awards | | | | | | | | | | | Restricted Stock Units | | Performance Share Units | | | Name and Grant Date | Award Type | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(3) | | Jack A. Khattar | | | | | | | | | | | 2/14/2018 | Option | 250,000 | — | 39.40 | 2/14/2028 | | | | | | 2/22/2019 | Option | 300,000 | — | 36.75 | 2/22/2029 | | | | | | 2/21/2020 | Option | 281,250 | — | 23.99 | 2/21/2030 | | | | | | 2/19/2021 | Option | 200,000 | — | 29.61 | 2/19/2031 | | | | | | 2/22/2022 | Option | 187,500 | 62,500 | 32.20 | 2/22/2032 | | | | | | 2/23/2023 | Option | 140,000 | 140,000 | 38.60 | 2/23/2033 | | | | | | 2/22/2024 | Option | 80,500 | 241,500 | 27.94 | 2/22/2034 | | | | | | 2/20/2025 | Option | — | 331,660 | 34.59 | 2/20/2035 | | | | | | 6/24/2024 | PSU | | | | | | | 96,600 | 4,801,020 | | 5/3/2025 | PSU | | | | | | | 198,996 | 9,890,101 | | Timothy C. Dec | | | | | | | | | | | 8/23/2021 | Option | 85,000 | — | 25.09 | 8/23/2031 | | | | | | 2/22/2022 | Option | 18,750 | 6,250 | 32.20 | 2/22/2032 | | | | | | 2/23/2023 | Option | 20,000 | 20,000 | 38.60 | 2/23/2033 | | | | | | 2/22/2024 | Option | 12,500 | 37,500 | 27.94 | 2/22/2034 | | | | | | 2/19/2025 | Option | — | 40,000 | 33.52 | 2/19/2035 | | | | | | 2/22/2022 | RSU | | | | | 500 | 24,850 | | | | 2/23/2023 | RSU | | | | | 5,000 | 248,500 | | | | 2/22/2024 | RSU | | | | | 9,000 | 447,300 | | | | 2/19/2025 | RSU | | | | | 4,500 | 223,650 | | | | 6/24/2024 | PSU | | | | | | | 10,200 | 506,940 | | 5/3/2025 | PSU | | | | | | | 5,000 | 248,500 | | Jonathan Rubin, MD | | | | | | | | | | | 2/21/2020 | Option | 15,000 | — | 23.99 | 2/21/2030 | | | | | | 2/19/2021 | Option | 25,000 | — | 29.61 | 2/19/2031 | | | | | | 2/22/2022 | Option | 18,750 | 6,250 | 32.20 | 2/22/2032 | | | | | | 2/23/2023 | Option | 10,000 | 10,000 | 38.60 | 2/23/2033 | | | | | | 2/22/2024 | Option | 6,250 | 18,750 | 27.94 | 2/22/2034 | | | | | | 2/19/2025 | Option | — | 20,000 | 33.52 | 2/19/2035 | | | | | | 2/22/2022 | RSU | | | | | 750 | 37,275 | | | | 2/23/2023 | RSU | | | | | 2,500 | 124,250 | | | | 2/22/2024 | RSU | | | | | 3,750 | 186,375 | | | | 2/19/2025 | RSU | | | | | 4,500 | 223,650 | | | | 6/12/2023 | PSU | | | | | | | 3,000 | 149,100 | | 5/3/2025 | PSU | | | | | | | 5,000 | 248,500 |
Outstanding Equity Awards at Fiscal Year-End
| | | Options Awards(1) | | | | Stock Awards | | | | | | | | | | | Restricted Stock Units | | Performance Share Units | | | Name and Grant Date | Award Type | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(3) | | Padmanabh P. Bhatt, Ph.D. | | | | | | | | | | | 2/14/2018 | Option | 30,000 | — | 39.40 | 2/14/2028 | | | | | | 2/22/2019 | Option | 35,000 | — | 36.75 | 2/22/2029 | | | | | | 2/19/2021 | Option | 4,250 | — | 29.61 | 2/19/2031 | | | | | | 2/22/2022 | Option | 13,500 | 4,500 | 32.20 | 2/22/2032 | | | | | | 2/23/2023 | Option | 10,000 | 10,000 | 38.60 | 2/23/2033 | | | | | | 2/22/2024 | Option | 5,000 | 15,000 | 27.94 | 2/22/2034 | | | | | | 2/19/2025 | Option | — | 20,000 | 33.52 | 2/19/2035 | | | | | | 2/22/2022 | RSU | | | | | 750 | 37,275 | | | | 2/23/2023 | RSU | | | | | 2,500 | 124,250 | | | | 2/22/2024 | RSU | | | | | 3,750 | 186,375 | | | | 2/19/2025 | RSU | | | | | 4,500 | 223,650 | | | | 6/24/2024 | PSU | | | | | | | 3,350 | 166,495 | | 5/3/2025 | PSU | | | | | | | 5,000 | 248,500 | | Frank Mottola | | | | | | | | | | | 2/22/2019 | Option | 14,000 | — | 36.75 | 2/22/2029 | | | | | | 2/21/2020 | Option | 22,000 | — | 23.99 | 2/21/2030 | | | | | | 2/19/2021 | Option | 17,000 | — | 29.61 | 2/19/2031 | | | | | | 2/22/2022 | Option | 13,500 | 4,500 | 32.20 | 2/22/2032 | | | | | | 2/23/2023 | Option | 15,000 | 15,000 | 38.60 | 2/23/2033 | | | | | | 2/22/2024 | Option | 6,250 | 18,750 | 27.94 | 2/22/2034 | | | | | | 2/19/2025 | Option | — | 20,000 | 33.52 | 2/19/2035 | | | | | | 2/22/2022 | RSU | | | | | 750 | 37,275 | | | | 2/23/2023 | RSU | | | | | 3,750 | 186,375 | | | | 2/22/2024 | RSU | | | | | 3,750 | 186,375 | | | | 2/19/2025 | RSU | | | | | 4,500 | 223,650 | | | | 6/12/2023 | PSU | | | | | | | 3,750 | 186,375 | | 6/24/2024 | PSU | | | | | | | 3,750 | 186,375 | | 5/3/2025 | PSU | | | | | | | 5,000 | 248,500 |
Outstanding Equity Awards at Fiscal Year-End
All stock options and grants of restricted stock units vest over four years in four equal installments of 25% each on the first four anniversaries of the date of grant. (2) Equals the closing market price of our common stock on the date of grant. (3) Based on the closing market price of our common stock on December 31, 2025. All performance share units vest, if at all, upon the achievement of specific individual performance objectives, which are designed to support the long-term performance of the Company.
Option Exercises and Stock Vested
Option Exercises and Stock Vested
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired On Exercise (#) | Value Realized On Exercise ($) | Number of Shares Acquired On Vesting (#) | Value Realized On Vesting ($) | | Jack A. Khattar | 580,000 | 14,903,848 | 112,960 | 4,450,288 | | Timothy C. Dec | — | — | 9,800 | 320,128 | | Jonathan Rubin, MD | — | — | 7,000 | 267,463 | | Padmanabh P. Bhatt, Ph.D. | 12,750 | 128,359 | 7,650 | 290,495 | | Frank Mottola | 39,000 | 905,296 | 13,385 | 502,181 |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Assuming Mr. Khattar’s employment is terminated without cause or he resigns for good reason, or he resigns for good reason after a change of control, each such term as defined in Mr. Khattar’s employment agreement, on December 31, 2025, the estimated values of payments and benefits to Mr. Khattar are set forth in the following table. Assuming Messrs. Dec’s or Mottola’s or Dr. Rubin’s respective employment is terminated without cause or any of them resigns for good reason, or resigns for good reason after a change of control, each such term as defined in the Executive Retention Agreement, the estimated values of payments and benefits to these executives on December 31, 2025, are set forth in the following table. In addition, the following table also sets forth the amount payable upon a restructuring of Supernus that results in the elimination of Dr. Bhatt’s position assuming the restructuring occurred on December 31, 2025.
Potential Payments upon Termination or Change in Control
| Name | Benefit | Termination Upon a Restructuring | Termination Without Cause or Resignation for Good Reason | Resignation for Good Reason After a Change of Control | | Jack A. Khattar | Base salary continuation | $1,554,000 | $1,554,000 | $1,554,000 | | | Bonus(1) | $826,254 | $826,254 | $826,254 | | | Continuation of benefits(2) | $36,338 | $36,338 | $36,338 | | | Equity Awards(5) | — | — | $51,901,161 | | | Total | $2,416,592 | $2,416,592 | $54,317,753 | | Timothy C. Dec | Base salary continuation | $504,900 | $504,900 | $504,900 | | | Bonus(3) | $229,160 | $229,160 | $229,160 | | | Continuation of benefits(4) | $22,984 | $22,984 | $22,984 | | | Equity Awards(5) | | | $6,408,290 | | | Total | $757,044 | $757,044 | $7,165,334 | | Jonathan Rubin, MD | Base salary continuation | $485,100 | $485,100 | $485,100 | | | Bonus(3) | $192,530 | $192,530 | $192,530 | | | Continuation of benefits(4) | $24,225 | $24,225 | $24,225 | | | Equity Awards(5) | | | $4,086,005 | | | Total | $701,855 | $701,855 | $4,787,860 | | Padmanabh P. Bhatt, Ph.D. | Severance | $227,950 | | | | Frank Mottola | Base salary continuation | $412,500 | $412,500 | $412,500 | | | Bonus(3) | $140,001 | $140,001 | $140,001 | | | Continuation of benefits(4) | $35,425 | $35,425 | $35,425 | | | Equity Awards(5) | | | $3,983,225 | | | Total | $587,926 | $587,926 | $4,571,151 |
Potential Payments upon Termination or Change in Control
Amount shown for bonus in connection with a change in control represents the bonus payment Mr. Khattar would have earned under his employment agreement based on the assumption that his employment terminated as of the last day of fiscal year 2025. The amount set forth in the table reflects the bonus paid to Mr. Khattar during 2025 under our annual cash incentive plan, which pertained to the 2024 fiscal year. Amounts shown for continuation of benefits represent estimates for the continuation of COBRA insurance benefits afforded to Mr. Khattar and eligible family members in accordance with his employment agreement. (3) Amounts shown for bonus in connection with the Executive Retention Agreement represent the bonus payment to the executive based on a lump-sum payment equal to the most recent annual bonus received by the executive. The amount set forth in the table reflects the bonus paid to each executive during 2025 under our annual cash incentive plan, which pertained to the 2024 fiscal year. (4) Amounts shown for continuation of benefits represent estimates for the continuation of COBRA insurance benefits afforded to the executive officer and eligible family members in accordance with the Executive Retention Agreement. (5) Amounts shown for acceleration of outstanding equity awards.
CEO Pay Ratio
CEO Pay Ratio Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our principal executive officer to the annual total compensation of our median employee. During fiscal year 2025, the principal executive officer of Supernus was our President and Chief Executive Officer, Jack Khattar. For 2025, the annual total compensation of Mr. Khattar, as disclosed in the Summary Compensation Table, was $15,501,556, and for our median employee was $192,397, resulting in a pay ratio of approximately 81:1. In accordance with Item 402(u) of Regulation S-K, with the assistance of Aon we identified the median employee as of December 31, 2025 by (i) aggregating for each applicable employee (A) annual base salary, (B) the target bonus and commissions, and (C) the estimated grant date fair value of equity granted in 2025, and (ii) ranking this compensation measure for our employees from lowest to highest. This calculation was performed for all employees of Supernus, excluding Mr. Khattar. 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.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and our NEOs other than our PEO (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for Jack Khattar(1) ($) | Compensation Actually Paid to Jack Khattar(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(5) | | Net Earnings ($ Millions) | Gross Product Sales ($ Millions)(6) | | | | | | | Total Shareholder Return (“TSR”) ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 15,501,556 | 23,739,805 | 1,529,318 | 2,383,845 | 197.54 | 124.75 | (38.6) | 1,122 | | 2024(4) | 12,640,989 | 9,238,518 | 1,586,048 | 1,266,723 | 143.72 | 93.49 | 73.9 | 1,101 | | 2023 | 13,278,093 | 13,491,498 | 1,806,329 | 1,691,851 | 115.02 | 94.03 | 1.3 | 1,071 | | 2022 | 10,012,717 | 11,056,323 | 1,167,214 | 1,433,071 | 141.77 | 89.90 | 60.7 | 1,181 | | 2021 | 8,116,721 | 7,914,950 | 979,005 | 601,468 | 115.90 | 100.02 | 53.4 | 1,021 |
PAY VERSUS PERFORMANCE
1. Jack Khattar was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
PAY VERSUS PERFORMANCE
| 2021 | 2022-2025 | | Timothy C. Dec | Timothy C. Dec | | Jonathan Rubin, MD | Jonathan Rubin, MD | | Padmanabh P. Bhatt, Ph.D. | Padmanabh P. Bhatt, Ph.D. | | Tami Martin, R.N., Esq. | Frank Mottola | | James P. Kelly | — |
PAY VERSUS PERFORMANCE
2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Inclusion of Equity Values column are set forth in the table further below. 4. The dollar amounts for 2024 reflects the corrections described in footnotes 5-7 to the Summary Compensation Table.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for Jack Khattar ($) | Exclusion of Stock Awards and Option Awards for Jack Khattar ($) | Inclusion of Equity Values for Jack Khattar ($) | Compensation Actually Paid to Jack Khattar ($) | | 2025 | 15,501,556 | (13,566,573) | 21,804,822 | 23,739,805 | | 2024(4) | 12,640,989 | (10,766,439) | 7,363,968 | 9,238,518 |
PAY VERSUS PERFORMANCE
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,529,318 | (829,058) | 1,683,585 | 2,383,845 | | 2024(4) | 1,586,048 | (922,579) | 603,254 | 1,266,723 |
PAY VERSUS PERFORMANCE
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
PAY VERSUS PERFORMANCE
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Jack Khattar ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Jack Khattar ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Jack Khattar ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Jack Khattar ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Jack Khattar ($) | Total − Inclusion of Equity Values for Jack Khattar ($) | | 2025 | 15,241,468 | 4,405,898 | — | 2,157,456 | — | 21,804,822 | | 2024 | 10,504,593 | (2,103,882) | 1,375,198 | (2,411,941) | — | 7,363,968 |
PAY VERSUS PERFORMANCE
| 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 Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total − Average Inclusion of Equity Values for Non- PEO NEOs ($) | | 2025 | 1,102,446 | 513,390 | — | 105,717 | (37,968) | 1,683,585 | | 2024 | 1,006,487 | (168,509) | 58,719 | (293,443) | — | 603,254 |
PAY VERSUS PERFORMANCE
5. The 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, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Nasdaq Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. Cumulative TSR is calculated by dividing (i) the sum of (a) the cumulative amount of any dividends for the measurement period and (b) the change in the company’s share price during the measurement period by (ii) the share price at the beginning of the measurement period. This assumes dividend reinvestment. 6. We determined Gross Product Sales to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025, 2024, 2023, and 2022. This performance measure may not have been the most important financial performance measure for years prior and we may determine a different financial performance measure to be the most important financial performance measure in future years. The Company’s net revenues consist of net product sales and royalties, licensing and other revenues. The Company recognizes revenue from product sales in an amount that reflects the consideration the Company expects to ultimately receive in exchange for those goods. The Company recognizes gross product sales when its customers take control of its products, including title and ownership. Product sales are recorded net of various forms of variable consideration, including: provision for estimated rebates; provision for estimated future product returns; and an estimated provision for discounts. These are collectively considered “sales deductions.” These amounts are treated as variable consideration, estimated and recognized as a reduction of the transaction price at the time of sale.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the Nasdaq Biotechnology Index TSR over the same period.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR
PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Earnings
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Earnings The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Earnings (Loss) during the four most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Earnings (Loss)
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Earnings (Loss) Net Earnings (Loss) included in the preceding chart is calculated in accordance with GAAP (Generally Accepted Accounting Principles). During 2022, 2023, 2024 and 2025, the Company recorded amortization expenses for intangible assets of $82.6 million, $82.4 million, $78.0 million and $89.5 million, respectively.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Gross Product Sales
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Gross Product Sales The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Gross Product Sales during the four most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Gross Product Sales
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Gross Product Sales
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The elements of director compensation consist of annual cash retainers and equity awards, as well as customary and usual expense reimbursement in attending Board of Director or committee meetings. In an effort to align the long-term interests of our stockholders and non-employee directors, the mix of cash and equity compensation has historically been, and is currently, weighted more heavily to equity. The equity compensation has historically taken the form of stock options, which we believe motivates the non- employee directors to help us achieve our business objectives by tying incentives to the appreciation of our common stock over the long term. Our Compensation Committee regularly assesses our non-employee director compensation program in consultation with Aon, its independent compensation consultant, who provides analysis and input on prevailing market practices and recommends any changes to the program to our Board of Directors, which ultimately approves non-employee director compensation. The 2025 director compensation structure was recommended by the Compensation Committee and approved by the Board of Directors following the review of peer practices from Aon. The 2025 director compensation structure did not change from the 2024 director compensation structure. Under our director compensation structure for 2025, non-chairman members of the Board of Directors received an annual retainer of $50,000 and the Chairman of the Board received an additional $45,000, paid annually. The chairman and members of the Company’s standing committees received the following retainers for their committee service:
DIRECTOR COMPENSATION
| Committee | Chairman ($) | Member ($) | | Audit Committee | 25,000 | 12,500 | | Compensation Committee | 20,000 | 10,000 | | Governance and Nominating Committee | 12,000 | 6,000 | | Science Committee | 20,000 | 10,000 |
DIRECTOR COMPENSATION
Our employee director receives no compensation for serving as a director. The following table sets forth a summary of the compensation we paid to each non-employee director in 2024.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Total ($) | | Georges Gemayel | 98,500(2) | 150,002 | 150,011 | 398,513 | | Frederick M. Hudson | 85,000(3) | 150,002 | 150,011 | 385,013 | | Charles W. Newhall, III | 117,000(4) | 150,002 | 150,011 | 417,013 | | Carrolee Barlow, M.D., Ph.D. | 76,000(5) | 150,002 | 150,011 | 376,013 | | Bethany L. Sensenig | 62,500(6) | 150,002 | 150,011 | 362,513 |
DIRECTOR COMPENSATION
(1) Amounts represent the grant date fair value of our common stock calculated in accordance with ASC 718. The grant date of each stock and option award was February 19, 2025. (2) Dr. Gemayel received a $50,000 annual Board retainer and $12,500 for his service as a member of the Audit Committee, $20,000 for his service as Chairman of the Compensation Committee, $10,000 for his service as a member of the Science Committee, and $6,000 for his service as a member of the Governance and Nominating Committee. (3) Mr. Hudson received a $50,000 annual Board retainer, $25,000 for service as Chairman of the Audit Committee, and $10,000 for his service as a member of the Compensation Committee. Mr. Newhall received a $50,000 annual Board retainer, a $45,000 retainer for his service as Chairman of the Board, $12,000 for his service as Chairman of the Governance and Nominating Committee, and $10,000 for his service as a member of the Compensation Committee. Dr. Barlow received a $50,000 annual Board retainer, $20,000 for her service as Chairman of the Science Committee, and $6,000 for her service as a member of the Governance and Nominating Committee. (6) Ms. Sensenig received a $50,000 annual Board retainer and $12,500 for her service as a member of the Audit Committee.