DEF 14A of Acadia Pharmaceuticals Inc, Apr 24, 2026

DEF 14A of Acadia Pharmaceuticals Inc

Filed Apr 24, 2026 · FY20250001193125-26-174163

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 I, whose terms of office expire in 2026. Upon the recommendation of the Nominating and Corporate Governance Committee (the “NCG Committee”), the Board has considered and nominated the following incumbent Class I directors: James M. Daly, Edmund P. Harrigan, M.D. and Adora Ndu, Pharm.D., J.D. (each, a “director nominee” and, collectively, the “director nominees”). Each of the director nominees is currently a director of the Company who was previously elected by the Company’s stockholders. If elected at the annual meeting, each of these nominees would serve until the 2029 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 II and III expire at our 2027 and 2028 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 three attended the 2025 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, or if elected, decline 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 24, 2026 for our directors and executive officers:

  4. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Name | Age | Position | | Stephen R. Biggar | 55 | Chair of the Board and Director | | Julian C. Baker | 59 | Director | | Laura A. Brege | 68 | Director | | James M. Daly | 64 | Director | | Elizabeth A. Garofalo | 68 | Director | | Edmund P. Harrigan | 73 | Director | | Adora Ndu | 45 | Director | | Jonathan Poole | 51 | Director | | Catherine Owen Adams | 55 | Director and Chief Executive Officer | | Thomas Garner | 50 | Executive Vice President, Chief Commercial Officer | | Jennifer J. Rhodes | 56 | Executive Vice President, Chief Legal Officer and Secretary | | Mark C. Schneyer | 52 | Executive Vice President, Chief Financial Officer | | Elizabeth H.Z. Thompson, Ph.D. | 51 | 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 44% of directors representing underrepresented groups, including 44% gender diversity and 11% diversity of demographic background.

  6. NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING

    NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2029 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, Cytokinetics, Incorporated 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. Previously, Dr. Harrigan 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 from 2019 to 2025. 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. 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 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 Denali 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. Within the past five years, Mr. Baker served on the board of directors of Prelude Therapeutics, Inc. and Alumis, Inc. 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. Jonathan Poole has served as a director of the Company since March 2026. Since March 2020, Mr. Poole has served as Senior Vice President, Finance at Vertex Pharmaceuticals, Inc., where he leads the global finance team supporting corporate, commercial, research and development, manufacturing and other functions, overseeing significant business growth and the execution and integration of various acquisitions. Previously, from July 2018 through March 2020, Mr. Poole served as a director of Codiak Biosciences, Inc. and as the chair of Codiak’s audit committee. From March 2018 to March 2020, Mr. Poole also served as Chief Financial Officer of Evelo Biosciences, Inc., a biotechnology company developing orally delivered product candidates designed to act on the small intestinal axis, and from April 2014 to March 2018, Mr. Poole was Chief Financial Officer of Genocea Biosciences, Inc., a biotechnology company developing neoantigen cancer vaccines. Mr. Poole received a B.Sc. in Biological Sciences from Durham University in the United Kingdom and an M.B.A. from London Business School. The NCG Committee believes that Mr. Poole is qualified to serve as a member of our board of directors based on his extensive executive leadership experience, financial expertise and deep knowledge of the biotechnology industry.

  8. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING

    DIRECTORS CONTINUING IN OFFICE UNTIL 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. 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. and T-knife Therapeutics, Inc. Previously, Ms. Brege 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. During the past five years, she also chaired the board of the Institute for Advanced Clinical Trials for Children. 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.

  9. Non-Employee Director Compensation Limit

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

  10. Peer Group and Market Data

    Peer Group and Market Data 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, the committee targets executive officer compensation at the median relative to compensation provided by the companies in the peer group, while also taking 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. 2025 Peer Group. In 2024, 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 2025 compensation. 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. Sarepta Therapeutics was not included in the updated peer group because it was outside the size criteria (i.e., market capitalization was too high). In establishing the peer group for 2025, the Compensation Committee considered potential peer companies’ stage of development and size (especially market capitalization) relative to Acadia. The resulting peer group used for 2025 compensation decisions consisted of:

  11. Peer Group and Market Data

    | Alkermes | Intra-Cellular Therapies | | Amicus Therapeutics | Ionis Pharmaceuticals | | Apellis Pharmaceuticals | Ironwood Pharmaceuticals | | Axsome Therapeutics | Jazz Pharmaceuticals | | Biocryst Pharmaceuticals | Neurocrine Biosciences | | Blueprint Medicines | Pacira BioSciences | | Catalyst Pharmaceuticals | PTC Therapeutics | | Corcept Therapeutics | Rhythm Pharmaceuticals | | Dynavax Technologies | Sage Therapeutics | | Exelixis | Supernus Pharmaceuticals | | Harmony Biosciences | Ultragenyx | | Insmed | |

  12. Peer Group and Market Data

    When the 2025 peer group was selected in August 2024, Acadia’s market capitalization of approximately $2.6 billion was at the 40th 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 fall of 2025, with the assistance of FW Cook, the Compensation Committee approved an updated peer group to be used as context for 2026 compensation decisions. The following changes were made to the peer group: BioCryst Pharmaceuticals, Dynavax Technologies, Ironwood Pharmaceuticals, Pacira BioSciences, and Sage Therapeutics were removed, and BridgeBio Pharma and Madrigal Pharmaceuticals were added. The updated peer group results in a peer group with the Company’s market capitalization of $4.3 billion at the time slightly below the median and revenue was slightly below the upper quartile.

  13. Performance Evaluation

    Performance Evaluation Historically, our CEO 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 2025, our CEO 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. Our CEO did not participate in, and was not present during, any deliberations or determinations of the Compensation Committee regarding her compensation or her performance.

  14. 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 2025, the annual incentive performance goals were set at the beginning of 2025. 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 2025 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. If the threshold, or minimum, performance level of a particular goal is not achieved, there is no payout. If a particular corporate 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 corporate or individual 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. Also, in 2025, the Compensation Committee included in the annual cash incentive opportunity for each of our named executive officers, except the CEO, a component based on the named executive officer’s individual performance to incentivize achievement of goals that are critical to the Company’s success. As a result, each such named executive officer’s annual cash incentive opportunity for 2025 was weighted 20% for the individual performance component and 80% for the corporate performance component. The CEO’s bonus continued to be based solely on corporate performance.

  15. Annual Incentive Bonuses

    | Name | Base Salary Paid in 2025 | Target Bonus (as % of Base Salary) | Target Bonus | | Catherine Owen Adams | $930,000 | 80% | $744,000 | | Mark C. Schneyer | $546,428 | 50% | $273,214 | | Jennifer J. Rhodes | $538,783 | 50% | $269,392 | | Elizabeth H.Z. Thompson | $647,325 | 50% | $323,663 | | Thomas Garner | $525,000 | 50% | $262,500 |

  16. Annual Incentive Bonuses

    For 2025, the Board established corporate goals related to the following categories:

  17. Annual Incentive Bonuses

    | 2025 Corporate Annual Cash Incentive Plan Goals(1) | | Target Points | Achievement | | 1. | DAYBUE US net product sales(2) | 24.0 | 14.4 | | 2. | Develop validated cross-functional go to market plan for EU Markets by Q3 2025 to ensure rapid launch execution; launch managed access plan in 3 or more countries | 3.0 | 5.0 | | 3. | DAYBUE STIX PDUFA submission by end of February 2025, and application accepted by review | 3.0 | 5.0 | | 4. | NUPLAZID US net product sales(3) | 25.0 | 20.7 | | 5. | Complete enrollment in ACP-101 Prader Willi Syndrome trial by December 31, 2025(4) | 2.0 | 3.0 | | 6. | Reach 80% enrollment in ACP-204 Alzheimer’s Disease Psychosis trial by December 31, 2025(4) | 2.0 | 3.0 | | 7. | Initiate ACP-211 MDD Phase 1b study by September 30, 2025 | 1.0 | — | | 8. | Complete IND activities for at least 1 program; license/acquire IND-ready asset | 1.0 per program | 3.0 | | 9. | Initiate at least one Phase 2 or Phase 3 study; license/acquire Phase 2 or Phase 3 asset | 2.0 per program | 6.0 | | 10. | License/acquire asset with strong “proof-of-concept” or demonstrate an internal program with “proof-of-concept” for human therapeutic use | 4.0 per program | — | | 11. | Operating expense management objective | 5.0 | 5.0 | | 12. | Employee engagement measured by Gallup survey | 10.0 | 15.0 | | | Total: | 100.0 | 110.1 |

  18. 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 DAYBUE net product sales threshold, target and outperform levels were as follows:

  19. Annual Incentive Bonuses

    | | 2025 DAYBUE US Net Product Sales (in millions) and Points | | | | Net Product Sales (in millions) | Points | | Threshold | $375 | 12 | | Target | $395 | 24 | | Outperform at 150% | $415 | 36 | | Outperform at 200% | $435 | 48 |

  20. Annual Incentive Bonuses

    The actual full-year 2025 net product sales of DAYBUE were $391 million, and the Board determined achievement of 14.4 points after deducting the non-US sales. 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 NUPLAZID net product sales threshold, target and outperform levels were as follows:

  21. Annual Incentive Bonuses

    | | 2025 NUPLAZID US Net Product Sales (in millions) and Points | | | | Net Product Sales (in millions) | Points | | Threshold | $675 | 12.5 | | Target | $701 | 25.0 | | Outperform at 150% | $726 | 37.5 | | Outperform at 200% | $751 | 50.0 |

  22. Annual Incentive Bonuses

    The final achievement measurement is subject to the adjustments that the Board reserved the right to make at its discretion at the time the goals were set, including based on any unplanned or unexpected changes in weighted average cost associated with price increases or discounts, which the Board determined should not affect measurement of achievement. The actual full-year 2025 net product sales of NUPLAZID were $680 million, but the Board deemed it appropriate to adjust the achievement of objective 4 to exclude the accounting impact of certain inflation cap rebates on NUPLAZID US net product sales in periods prior to 2025 and determined achievement of 20.7 points. Straight-line interpolation is used to measure the achievement for performance between threshold and target and target and the final outperform performance level. (4) Subject to the Board’s discretion, one (1) additional point was available if the achievement of the goal was accelerated. The 2025 individual objectives assigned to our named executive officers (other than our CEO) include the following:

  23. Annual Incentive Bonuses

    | Name | Goals | | Mark C. Schneyer | Objectives focused on enterprise systems implementation and modernization; improving financial efficiency and discipline; supporting investor engagement and communications and effective leadership of our manufacturing, pharmaceutical sciences and quality organizations, aligned with Acadia’s leadership competencies and values. | | Jennifer J. Rhodes | Objectives focused on legal and organizational effectiveness, including organizational and talent development, support of business development activities, oversight of compliance and risk management, engagement in government affairs and patient advocacy, employee engagement, and leadership aligned with the Company’s leadership competencies and values. | | Elizabeth H.Z. Thompson | Objectives related to scientific excellence and organizational effectiveness within the research & development organization, including support of corporate priorities, portfolio governance and prioritization, disciplined budget management, employee engagement and talent development, and leadership aligned with Acadia’s scientific standards, competencies, and values. | | Thomas Garner | Objectives focused on driving strong commercial execution across Acadia’s portfolio; providing commercial support for asset and business development activities; improving operational efficiency, governance, and organizational effectiveness; maintaining disciplined management of commercial expenditure; and leading in alignment with Acadia’s competencies and values. |

  24. Annual Incentive Bonuses

    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 criteria to determine the amount of our named executive officers’ 2025 annual incentives. Both DAYBUE and NUPLAZID net product sales were below target; however, the objectives 2 and 3 above were outperformed. Also, the Company advanced certain R&D objectives at target and outperform levels. In addition, the Company met its operating expense management goal and outperformed on its employee engagement goal. The Compensation Committee awarded points accordingly at appropriate achievement levels. The total annual cash incentive percentage, therefore, was 110% of target for the corporate performance component of each named executive officer’s 2025 annual incentive. In addition, the individual performance component of the annual cash incentives for our named executive officers (other than our CEO) was paid out at a range of 115% to 135% of target as set forth below. The resulting individual bonus payouts were as follows:

  25. Annual Incentive Bonuses

    | Name | Corporate Goal Achieved (as % of Target) | Individual Goal Achieved (as % of Target) | Actual Bonus for 2025 | Award as a % of Target | Actual Bonus for 2025 (as % of Prorated Base Salary) | | Catherine Owen Adams | 110% | ‒— | $818,559 | 110% | 88.0% | | Mark C. Schneyer | 110% | 115% | $303,341 | 111% | 55.5% | | Jennifer J. Rhodes | 110% | 115% | $299,104 | 111% | 55.5% | | Elizabeth H.Z. Thompson | 110% | 135% | $372,272 | 115% | 57.5% | | Thomas Garner | 110% | 130% | $299,250 | 114% | 57.0% |

  26. 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 experience level of the executive in his or her current position, the Company’s overall financial and strategic performance, the performance and contribution of the executive during the year relative to such executive's individual, pre-defined goals and objectives, and the executive’s potential for continued sustained contributions to the Company’s success. For newly hired 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 market data on peer long-term incentive grant values as provided by FW Cook. In light of the fact that Mr. Garner had received new hire equity awards in December 2024, the Compensation Committee determined that he would not receive any annual equity awards for 2025. For each of our other named executive officers, the Compensation Committee set a 2025 target annual equity grant value determined based on the factors described above, and each such named executive officer’s target grant value was near the 50th percentile of the peer group. Individual 2025 annual equity grant values are as follows:

  27. Long-Term Incentives

    | Name | 2025 Target Long-Term Incentive Value | 2025 Actual Grant Date Fair Value(1) | | Catherine Owen Adams | $6,500,000.00 | $6,475,355.00 | | Mark C. Schneyer | $2,250,000.00 | $2,241,465.00 | | Jennifer J. Rhodes | $2,077,900.00 | $2,070,020.00 | | Elizabeth H.Z. Thompson | $1,856,600.00 | $1,849,569.00 | | Tom Garner | $— | $— |

  28. 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. The 2025 Target Long-Term Incentive Value for each of Ms. Rhodes and Dr. Thompson were prorated based on the date they began employment with us in 2024. In March 2025, annual grants were made to Ms. Owen Adams, Mr. Schneyer, Dr. Thompson, and Ms. Rhodes, and each such 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 2025, 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. The PSUs granted to our named executive officers in March 2025 are earned for the Company’s TSR performance over a three-year measurement period relative to a subset consisting of the approximately 55% 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 stockholders in the context of the performance of relatively similar companies. Earnouts under these PSUs range from 0% to 150% of target as follows:

  29. 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% |

  30. Long-Term Incentives

    (1) Straight-line interpolation is used to calculate earnouts for performance between threshold and target and target and maximum. In addition, earnouts under the PSUs granted in March 2025 are capped at 100% of target if the Company’s TSR performance over the three-year measurement period is negative. 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.

  31. 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 of our stock 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. 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.

  32. 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.

  33. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table shows, for the fiscal years ended December 31, 2025, 2024, and 2023, 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, 2025 (the “Named Executive Officers” or “NEOs”).

  34. Summary Compensation Table

    Summary Compensation Table

  35. 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 | 2025 | 930,000 | — | 3,240,558 | 3,234,797 | 818,559 | 32,604 | 8,256,518 | | Adams(4) | | 2024 | 245,769 | 196,721 | 3,321,364 | 3,316,803 | — | 513,450 | 7,594,107 | | | | 2023 | — | — | — | — | — | — | — | | Mark C. | Executive Vice President, | 2025 | 546,428 | — | 1,121,727 | 1,119,738 | 303,341 | 28,174 | 3,119,408 | | Schneyer(5) | Chief Financial Officer | 2024 | 518,470 | — | 881,810 | 843,803 | 226,719 | 46,711 | 2,517,513 | | | | 2023 | 484,842 | — | 592,883 | 1,176,507 | 313,494 | 23,478 | 2,591,204 | | Jennifer J. | Executive Vice President, | 2025 | 538,783 | — | 1,035,929 | 1,034,091 | 299,104 | 19,990 | 2,927,897 | | Rhodes(6) | Chief Legal Officer | 2024 | 478,026 | — | 666,383 | 1,912,975 | 207,933 | 2,031 | 3,267,348 | | | and Secretary | 2023 | — | — | — | — | — | — | — | | Elizabeth H.Z. | Executive Vice President, | 2025 | 647,325 | — | 925,611 | 923,958 | 372,272 | 19,217 | 2,888,383 | | Thompson(7) | Head of Research | 2024 | 281,884 | — | 986,878 | 2,860,444 | 117,399 | 15,339 | 4,261,944 | | | and Development | 2023 | — | — | — | — | — | — | — | | Thomas Garner(8) | Executive Vice President, | 2025 | 525,000 | — | — | — | 299,250 | 32,773 | 857,023 | | | Chief Commercial Officer | 2024 | 32,813 | — | 851,179 | 2,586,910 | — | 200,049 | 3,670,951 | | | | 2023 | — | — | — | — | — | — | — |

  36. 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, 2025 for the assumptions used to determine the valuation of RSUs and PSUs. The grant date fair value of the PSUs granted in 2025 assumes the probable outcome of the performance conditions on the date of grant. The value of the PSUs granted in 2025 assuming achievement of the maximum performance level of 150% would be: Ms. Owen Adams – $2,430,399; Mr. Schneyer – $841,285; Ms. Rhodes – $776,930; and Dr. Thompson – $694,194. 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 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, 2025 for the assumptions used to determine the valuation of stock option awards. (3) Amounts for each year are annual incentive bonuses. (4) For 2025, “All Other Compensation” includes $17,500 in employer 401(k) matching. (5) For 2025, “All Other Compensation” includes $17,500 in employer 401(k) matching. (6) For 2025, “All Other Compensation” includes $17,500 in employer 401(k) matching. (7) For 2025, “All Other Compensation” includes $17,500 in employer 401(k) matching. (8)

  37. 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, 2025:

  38. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025

  39. Grants of Plan-Based Awards in Fiscal 2025

    | | | 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 | — | 744,000 | 1,116,000 | — | — | — | — | — | — | — | | Owen | 3/24/2025(7) | — | — | — | — | — | — | — | 319,976 | 17.23 | 3,234,797 | | Adams | 3/24/2025(7) | — | — | — | — | — | — | 94,039 | | — | 1,620,292 | | | 3/24/2025(7) | — | — | — | 37,111 | 74,222 | 111,333 | — | — | — | 1,620,266 | | Mark C. | N/A | — | 273,214 | 409,821 | — | — | — | — | — | — | — | | Schneyer | 3/24/2025(7) | — | — | — | — | — | — | — | 110,761 | 17.23 | 1,119,738 | | | 3/24/2025(7) | — | — | — | — | — | — | 32,552 | — | — | 560,871 | | | 3/24/2025(7) | — | — | — | 12,846 | 25,692 | 38,538 | — | — | — | 560,856 | | Jennifer J. | N/A | — | 269,392 | 404,087 | — | — | — | — | — | — | — | | Rhodes | 3/24/2025(7) | — | — | — | — | — | — | — | 102,289 | 17.23 | 1,034,091 | | | 3/24/2025(7) | — | — | — | — | — | — | 30,062 | — | — | 517,968 | | | 3/24/2025(7) | — | — | — | 11,863 | 23,727 | 35,590 | | | | 517,960 | | Elizabeth | N/A | — | 323,663 | 485,494 | — | — | — | — | — | — | — | | H.Z. | 3/24/2025(7) | — | — | — | — | — | — | — | 91,395 | 17.23 | 923,958 | | Thompson | 3/24/2025(7) | — | — | — | — | — | — | 26,861 | — | — | 462,815 | | | 3/24/2025(7) | — | — | — | 10,600 | 21,200 | 31,800 | | | | 462,796 | | Thomas | N/A | — | 262,500 | 393,750 | — | — | — | — | — | — | — | | Garner | N/A | — | — | — | — | — | — | — | — | — | — | | | N/A | — | — | — | — | — | — | — | — | — | — |

  40. Grants of Plan-Based Awards in Fiscal 2025

    (1) Amounts reported represent the potential short-term incentive compensation amounts payable for our 2025 fiscal year under our annual cash incentive program. The amounts reported represent each NEO’s target and maximum possible payments for 2025. 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 2025 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. (6) Represents value of all equity awards granted in 2025. The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. (7) Granted under the 2024 Equity Incentive Plan.

  41. 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, 2025 for the Named Executive Officers:

  42. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025

  43. Outstanding Equity Awards at December 31, 2025

    | | 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 | 110,393 | 242,868 | 16.29 | 9/22/2034 | | — | — | — | — | | | — | — | | | 9/23/2024 | — | — | 160,763 | 4,293,980 | | | — | 319,976 | 17.23 | 3/23/2035 | | — | — | — | — | | | — | — | | | 3/24/2025 | 94,039 | 2,511,782 | — | — | | | — | — | | | 3/24/2025 | — | — | 74,222 | 1,982,470 | | | 110,393 | 562,844 | | | | 94,039 | 2,511,782 | 234,985 | 6,276,449 | | Mark C. Schneyer | 41,066 | — | 46.81 | 6/7/2030 | | — | — | — | — | | | 19,927 | — | 49.74 | 2/22/2031 | | — | — | — | — | | | — | — | | | 2/23/2021 | — | — | 5,411 | 144,528 | | | 66,379 | 6,035 | 25.75 | 4/4/2032 | | — | — | — | — | | | — | — | | | 4/5/2022 | 5,276 | 140,922 | — | — | | | — | — | | | 4/5/2022 | — | — | 5,276 | 140,922 | | | 58,083 | 31,853 | 21.75 | 4/30/2033 | | — | — | — | — | | | — | — | | | 5/1/2023 | 13,630 | 364,057 | — | — | | | — | — | | | 5/1/2023 | — | — | 6,815 | 182,029 | | | 35,246 | 45,318 | 17.84 | 3/24/2034 | | — | — | — | — | | | — | — | | | 3/25/2024 | 18,536 | 495,097 | — | — | | | — | — | | | 3/25/2024 | — | — | 19,544 | 522,020 | | | — | 110,761 | 17.23 | 3/23/2035 | | — | — | — | — | | | — | — | | | 3/24/2025 | 32,552 | 869,464 | — | — | | | — | — | | | 3/24/2025 | — | — | 25,692 | 686,233 | | | 220,701 | 193,967 | | | | 69,994 | 1,869,540 | 62,738 | 1,675,732 | | Jennifer J. Rhodes | 58,019 | 68,570 | 25.74 | 2/5/2034 | | — | — | — | — | | | — | — | | | 2/6/2024 | 25,889 | 691,495 | — | — | | | — | 102,289 | 17.23 | 3/23/2035 | | — | — | — | — | | | — | — | | | 3/24/2025 | 30,062 | 802,956 | — | — | | | — | — | | | 3/24/2025 | — | — | 23,727 | 633,748 | | | 58,019 | 170,859 | | | | 55,951 | 1,494,451 | 23,727 | 633,748 | | Elizabeth H.Z. Thompson | 114,955 | 209,627 | 15.29 | 8/11/2034 | | — | — | — | — | | | — | — | | | 8/12/2024 | 64,544 | 1,723,970 | — | — | | | — | 91,395 | 17.23 | 3/23/2035 | | — | — | — | — | | | — | — | | | 3/24/2025 | 26,861 | 717,457 | — | — | | | — | — | | | 3/24/2025 | — | — | 21,200 | 566,252 | | | 114,955 | 301,022 | | | | 91,405 | 2,441,428 | 21,200 | 566,252 | | Thomas Garner | 58,962 | 176,887 | 18.76 | 12/8/2034 | | — | — | — | — | | | — | — | | | 12/9/2024 | 45,372 | 1,211,886 | — | — | | | 58,962 | 176,887 | | | | 45,372 | 1,211,886 | — | — |

  44. Outstanding Equity Awards at December 31, 2025

    (1) 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) 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 200% of targets for each award with goals described in clause (i) and 150% for each award with a goal described in clause (ii).

  45. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows for the fiscal year ended December 31, 2025, certain information regarding option exercises and stock vested during the last fiscal year with respect to the Named Executive Officers:

  46. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025

  47. Option Exercises and Stock Vested in Fiscal 2025

    | | 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 | — | $— | 46,262 | $945,985 | | Jennifer J. Rhodes | — | $— | — | $— | | Elizabeth H.Z. Thompson | — | $— | — | $— | | Thomas Garner | — | $— | — | $— |

  48. Option Exercises and Stock Vested in Fiscal 2025

    (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.

  49. 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.

  50. 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.

  51. 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 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 12 months in the case of our other Named Executive Officers. In the case of Ms. Owen Adams, the base compensation severance benefit amount and target bonus payment for the year are multiplied by 1.5. Only Ms. Owen Adams 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, 2025, 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 $2.9 million, in addition to cash compensation of approximately $3.3 million for a total of approximately $6.2 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, 2025 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, 2025, 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.

  52. 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 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, 2025 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 $14.4 million, $5.2 million, $3.2 million, $6.3 million and $2.6 million, respectively. In addition, the cash payout under the CIC Plan at December 31, 2025 for each such Named Executive Officer would have been approximately $4.2 million, $1.6 million, $1.5 million, $1.9 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.

  53. 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. 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 Ms. Owen Adams, as of December 31, 2025, 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 2025, and (C) the estimated accounting value of any equity awards granted during 2025 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 ratio of Ms. Owen Adams’ total compensation for 2025 of $8,256,518, as reported in the Summary Compensation Table, to the annual total compensation for our median employee in 2025 of $286,045, is approximately 28.9:1. 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.

  54. 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.

  55. 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 2025, 2024, 2023, 2022 and 2021.

  56. 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) ($) | Summary Compensation Table Total for PEO Catherine Owen Adams(1)(2) ($) | 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) | | 2025 | — | — | 8,256,528 | 16,412,238 | 2,448,178 | 4,965,594 | 49.96 | 119.92 | 391 | 1,072 | | 2024 | 12,206,915 | (919,393) | 7,594,107 | 8,776,144 | 3,429,439 | 2,570,741 | 34.32 | 90.58 | 226 | 958 | | 2023 | 7,587,014 | 20,950,587 | — | — | 2,955,758 | 6,414,487 | 58.57 | 91.84 | (61) | 726 | | 2022 | 14,028,139 | 7,676,975 | — | — | 4,287,387 | 2,536,716 | 29.78 | 88.53 | (214) | 517 | | 2021 | 9,793,289 | (21,520,275) | — | — | 3,049,310 | (3,835,336) | 43.66 | 99.37 | (168) | 484 |

  57. Pay Versus Performance Table

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

  58. Pay Versus Performance Table

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Srdjan R. Stankovic | Srdjan R. Stankovic | Douglas J. Williamson | Mark C. Schneyer | Mark C. Schneyer | | Austin D. Kim | Austin D. Kim | Austin D. Kim | Jennifer J. Rhodes | Jennifer J. Rhodes | | Elena H. Ridloff | Mark C. Schneyer | Mark C. Schneyer | Elizabeth H.Z. Thompson | Elizabeth H.Z. Thompson | | Mark C. Schneyer | Brendan P. Teehan | Brendan P. Teehan | Thomas Garner | Thomas Garner | | Brendan P. Teehan | | | | |

  59. 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:

  60. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO ($) | Exclusion of Reported Stock and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 8,256,528 | 6,475,355 | 14,631,065 | 16,412,238 |

  61. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,448,178 | 1,540,264 | 4,057,680 | 4,965,594 |

  62. 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:

  63. Pay Versus Performance Table

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value of Vested Awards Granted and Vested in Current Fiscal Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2025 | 10,704,132 | 3,476,002 | 450,931 | — | — | 14,631,065 |

  64. 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 2,546,143 | 1,234,040 | 277,498 | — | — | 4,057,680 |

  65. Pay Versus Performance Table

    (4) The TSR of the peer group determined in accordance with Item 402(v) (“Peer Group TSR”) set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 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, and calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price and the Nasdaq Biotechnology Index share price, respectively, at the end and the beginning of the measurement period by the Company’s share price and the Nasdaq Biotechnology Index share price, respectively, at the beginning of the measurement period. Historical stock performance is not necessarily indicative of future stock performance. The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (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 2025.

  66. Director Compensation

    Director Compensation Under the director compensation program, for the period from January 1, 2025 through April 13, 2025, we provided each of our non-employee directors with cash compensation solely in the form of annual retainers, as set forth in the table below.

  67. Director Compensation

    | Annual Retainer | $50,000 | | Annual Retainer for Board Chair | $30,000 | | Annual Retainer for Audit Committee Chair | $20,000 | | Annual Retainer for Audit Committee Member (non-Chair) | $10,000 | | Annual Retainer for Compensation Committee Chair | $20,000 | | Annual Retainer for Compensation Committee Member (non-Chair) | $10,000 | | Annual Retainer for Nominating and Corporate Governance Committee Chair | $10,000 | | Annual Retainer for Nominating and Corporate Governance Committee Member (non-Chair) | $5,000 | | Annual Retainer for Scientific Committee Chair | $20,000 | | Annual Retainer for Scientific Committee Member (non-Chair) | $10,000 |

  68. Director Compensation

    For the period from January 1, 2025 through April 13, 2025, non-employee directors who served on our Board received dollar-denominated (rather than share-denominated) annual awards having a total fair market value of $300,000: (i) a stock option to purchase shares of the Company’s common stock with a fair value of $150,000 and (ii) a restricted stock unit award with a fair value of $150,000 (calculating the value of such awards based on the grant date fair value thereof for financial reporting purposes). The shares subject to each stock option were to vest quarterly over one year following the date of grant, with the final tranche vesting upon the earlier of one year following the date of grant or the next annual meeting date, and the restricted stock units were to vest in full upon the earlier of one year following the date of grant or the next annual meeting date, in each case subject to the director’s continuous service on each such vesting date. Each new non-employee director who joined the Board was to be granted a similar inducement award having a total fair market value at the date of grant of $300,000 upon initial election or appointment to the Board, except that the shares subject to each stock option and the restricted stock units were to vest in equal annual installments over two years following the date of grant, subject to the director’s continuous service on each such vesting date. In April 2025, the Board approved an amendment to the director compensation program. Under such amended director compensation program, effective on and after April 14, 2025, we provide each of our non-employee directors with annual cash compensation in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in which the service occurred as set forth below, pro-rated based on days served in the applicable fiscal quarter, as applicable. Annual Board Service Retainer:

  69. Director Compensation

    | All Non-Employee Directors | $50,000 | | Board Chair (in addition to Non-Employee Director Board Service Retainer) | $35,000 |

  70. Director Compensation

    Annual Committee Member Service Retainer:

  71. Director Compensation

    | Member of the Audit Committee | $12,500 | | Member of the Compensation Committee | $10,000 | | Member of the Nominating and Corporate Governance Committee | $5,000 | | Member of the Scientific Committee | $10,000 |

  72. Director Compensation

    Annual Committee Chair Service Retainer (in addition to Committee Member Service Retainer):

  73. Director Compensation

    | Chair of Audit Committee | $12,500 | | Chair of Compensation Committee | $10,000 | | Chair of Nominating and Corporate Governance Committee | $5,000 | | Chair of Scientific Committee | $10,000 |

  74. Director Compensation

    In addition to the foregoing annual cash retainers, the Board or the Compensation Committee at the recommendation of the Board, may approve annual committee member service retainers (and annual committee chair service retainers) for any newly created committee of the Board, including, for example an annual cash retainer of $20,000 for service as a member of the Board’s temporary Demand Review Committee. Under the amended director compensation program, effective on and after April 14, 2025, the equity awards referenced above were replaced such that non-employee directors would receive the following equity compensation for service on the Board: an initial equity grant consisting of a nonstatutory stock option (an “Initial Director Option Grant”) and a restricted stock unit award (an “Initial Director RSU Grant” and together with the Initial Director Option Grant, the “Initial Director Grant”) upon the initial election or appointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter), with an aggregate target fair value of the Initial Director Grant equal to $167,500 (the “Initial Grant Maximum Value”), with 50% of such dollar value awarded as an Initial Director Option Grant (as determined by dividing the Initial Grant Maximum Value attributable to such award by the Grant Valuation Methodology (as defined below)) and 50% of such dollar value awarded as an Initial Director RSU Grant (as determined by dividing the Initial Grant Maximum Value attributable to such award by the Grant Valuation Methodology); and • an annual equity grant consisting of a nonstatutory stock option (an “Annual Director Option Grant”) and restricted stock unit award (an “Annual Director RSU Grant” and together with the Annual Direction Option Grant, the “Annual Director Grant”) on the date of each annual meeting of the Company’s stockholders with an aggregate target fair value of the Annual Director Grant equal to $335,000 (the “Annual Grant Maximum Value”), with 50% of such dollar value awarded as an Annual Director Option Grant (as determined by dividing the Annual Grant Maximum Value attributable to such award by the Grant Valuation Methodology) and 50% of such dollar value awarded as an Annual director RSU Grant (as determined by dividing the Annual Grant Maximum Value attributable to such award by the Grant Valuation Methodology). As used herein, “Grant Valuation Methodology” means the product of (i) the fair value percentage of the applicable award, as determined by the Company under ASC 718 on the date of grant, and (ii) the volume-weighted average closing trading price of the common stock of the Company over the 15 consecutive trading days ending with the date of grant, rounding up to the nearest whole share. The shares subject to an Initial Director Grant will vest in equal annual installments over three years following the date of grant such that the Initial Director Grant will be fully vested on the third anniversary of the date of grant, subject to the non-employee director’s continuous service through each such vesting date. The shares subject to the Annual Director Option Grant will vest quarterly over one year following the date of grant, with the final tranche vesting upon the earlier of one year following the date of grant or the date of the next annual meeting of the Company’s stockholders, subject to the non-employee director’s continuous service through each such vesting date. The Annual Director RSU Grant will vest in full upon the earlier of one year following the date of grant or the date of the next annual meeting of the Company’s stockholders, subject to the non-employee director’s continuous service through each such vesting date. In addition to an Initial Director Grant, upon a non-employee director’s initial election or appointment to the Board, such new non-employee director shall receive an Annual Director Grant pro-rated by multiplying the Annual Grant Maximum value by a quotient, the numerator of which is equal to the number of days between the date such new non-employee director joins the Board and the one-year anniversary of the most recently held annual meeting of the Company’s stockholders, and the denominator of which is 365. However, in no event shall the aggregate value of all compensation granted or paid, as applicable, to any non-employee director exceed the limitations set forth in Section 3(d) of the 2024 Plan. In December 2025, the Board approved an amendment to the director compensation program, which applies on and after December 9, 2025, to permit a deferral program for grants of restricted stock units to non-employee directors. Such deferral program allows a non-employee director to defer receipt of shares that may vest under future grants of restricted stock unit awards until, at the non-employee director’s election: the earlier of (i) the fifth anniversary of the date of grant of such restricted stock unit award, (ii) the date that is 30 days following the date on which the director ceases to serve as a member of the Board or otherwise provide services to the Company and (iii) a change in control, subject to such rules, conditions and procedures as shall be determined by the Board, in its sole discretion; • the earlier of (i) the tenth anniversary of the date of grant of such restricted stock unit award, (ii) the date that is 30 days following the date on which the director ceases to serve as a member of the Board or otherwise provide services to the Company and (iii) a change in control, subject to such rules, conditions and procedures as shall be determined by the Board, in its sole discretion; or • the earlier of (i) the date that is 30 days following the date on which the director ceases to serve as a member of the Board or otherwise provide services to the Company and (ii) a change in control, subject to such rules, conditions and procedures as shall be determined by the Board, in its sole discretion. In March 2026, the Board approved an amendment to the director compensation program, which applies on and after March 3, 2026, which made no changes to the director compensation program in effect prior to such amendment, except that: • The additional annual cash retainer for services as Chair of the Board increased from $35,000 to $40,000; • The additional annual cash retainer for services as a member of the NCG Committee increased from $5,000 to $7,500; • The additional annual cash retainer for services as chair of the NCG Committee increased from $5,000 to $7,500; • The Initial Grant Maximum Value increased from $167,500 to $200,000; and • The Annual Grant Maximum Value increased from $335,000 to $400,000.

  75. 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) | $27,952 | $176,392 | $180,705 | $— | $385,049 | | Stephen R. Biggar(5) | $58,445 | $176,392 | $180,705 | $— | $415,542 | | Laura Brege(6) | $38,116 | $176,392 | $180,705 | $— | $395,212 | | James Daly(7) | $36,846 | $176,392 | $180,705 | $— | $393,942 | | Elizabeth A. Garofalo(8) | $35,575 | $176,392 | $180,705 | $— | $392,671 | | Edmund P. Harrigan(9) | $41,928 | $176,392 | $180,705 | $— | $399,024 | | Adora Ndu(10) | $43,199 | $176,392 | $180,705 | $— | $400,294 | | Daniel Soland(11) | $30,493 | $176,392 | $180,705 | $— | $387,589 |