Pay vs Performance Disclosure, Table

Pay Versus Performance

The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how our Company or the Compensation Committee view the link between Company performance and executive compensation for our principal executive officer (“PEO”) and our non-PEO NEOs. For additional information about our pay-for-performance philosophy and how we align executive compensation with Company performance, see our Compensation Discussion and Analysis beginning on page 82 of this proxy statement.

Required Tabular Disclosure of Pay Versus Performance

The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and, as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually earned, realized or received by the individuals and the compensation decisions described in our Compensation Discussion and Analysis beginning on page 82 of this proxy statement.


	Summary		Compensation		Average Summary Compensation		Average Compensation Actually		Value of Initial Fixed $ 100 Investment Based on:(3)
Year	Compensation Table Total for PEO(1) ($)		Actually Paid to PEO(1)(2) ($)		Table Total for Non-PEO NEOs(1) ($)		Paid to Non-PEO NEOs(1)(2) ($)		TSR ($)		Peer Group TSR ($)		GAAP Net Income (Loss) ($ Millions)			Non-GAAP Net Income(4) ($ Millions)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)			(i)
2023		9,442,066		8,983,892		4,033,464		4,190,097		138.19		118.87		355.8			243.7
2022		10,314,172		8,321,591		4,155,421		4,206,760		128.09		113.65		(158.3	)		57.9
2021		8,846,588		11,225,263		2,942,671		2,882,217		114.02		126.45		(48.2	)		129.1
2020		8,041,702		6,883,292		2,882,616		2,656,656		97.79		126.42		(110.9	)		68.6

(1)

Richard F. Pops was our PEO for each year presented. The individuals comprising the non-PEO NEOs for each year presented are listed below.


2020	2021	2022	2023
James M. Frates	Iain M. Brown	Iain M. Brown	Iain M. Brown
David J. Gaffin	James M. Frates	David J. Gaffin	David J. Gaffin
Craig C. Hopkinson, M.D.	David J. Gaffin	Craig C. Hopkinson, M.D.	Craig C. Hopkinson, M.D.
Michael J. Landine	Craig C. Hopkinson, M.D.	Blair C. Jackson	Blair C. Jackson
	Blair C. Jackson

(2)

For 2023, the amounts shown reflect the exclusion and inclusion of those certain amounts for the PEO and the non-PEO NEOs shown in the following tables. Equity values are calculated in accordance with ASC 718. Amounts shown in each of the Exclusion of Stock Awards and Option Awards columns are equal to the total amounts from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table on page 112 of this proxy statement. See the section entitled “Pay Versus Performance” on page 130 of the proxy statement for the 2023 Annual Meeting for the adjustments made to determine compensation actually paid amounts for prior years.


Year	Summary Compensation Table Total for PEO ($)		Exclusion of Stock Awards and Option Awards for PEO ($)			Inclusion of Equity Values for PEO ($)		Compensation Actually Paid to PEO ($)
2023		9,442,066		(6,831,832	)		6,373,658		8,983,892


Year	Average Summary Compensation Table Total for Non-PEO NEOs ($)		Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($)			Average Inclusion of Equity Values for Non-PEO NEOs ($)		Average Compensation Actually Paid to Non-PEO NEOs ($)
2023		4,033,464		(2,902,745	)		3,059,378		4,190,097

The amounts shown in the Inclusion of Equity Values column in each of the above tables are derived from the following amounts:


Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($)		Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($)		Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($)		Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($)		Total - Inclusion of Equity Values for PEO ($)
2023		3,934,846		2,022,849		415,963		—		6,373,658


Year	Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($)		Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($)		Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($)		Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($)		Total - Average Inclusion of Equity Values for Non-PEO NEOs ($)
2023		2,453,179		437,482		168,717		—		3,059,378

(3)

The peer group TSR shown in this table utilizes the Nasdaq Biotechnology Index (also known as the IBB Index), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report. The comparison assumes $100 was invested in the Company and in the Nasdaq Biotechnology Index, respectively, for the period starting December 31, 2019 through the end of the year shown. Historical share price performance is not necessarily indicative of future share price performance.

(4)

We determined non-GAAP net income to be the most important financial performance measure used to link Company performance to compensation actually paid to our PEO and non-PEO NEOs in 2023. This financial performance measure may not have been the most important financial performance measure for certain prior years shown and we may determine a different financial performance measure to be the most important financial performance measure in future years. See Appendix B for information regarding this non-GAAP financial measure.

Company Selected Measure Name

Non-GAAP Net Income

Named Executive Officers, Footnote

(1)

Richard F. Pops was our PEO for each year presented. The individuals comprising the non-PEO NEOs for each year presented are listed below.


2020	2021	2022	2023
James M. Frates	Iain M. Brown	Iain M. Brown	Iain M. Brown
David J. Gaffin	James M. Frates	David J. Gaffin	David J. Gaffin
Craig C. Hopkinson, M.D.	David J. Gaffin	Craig C. Hopkinson, M.D.	Craig C. Hopkinson, M.D.
Michael J. Landine	Craig C. Hopkinson, M.D.	Blair C. Jackson	Blair C. Jackson
	Blair C. Jackson

Peer Group Issuers, Footnote

(3)

PEO Total Compensation Amount

$ 9,442,066

$ 10,314,172

$ 8,846,588

$ 8,041,702

PEO Actually Paid Compensation Amount

$ 8,983,892

8,321,591

11,225,263

6,883,292

Adjustment To PEO Compensation, Footnote

(2)


Year	Summary Compensation Table Total for PEO ($)		Exclusion of Stock Awards and Option Awards for PEO ($)			Inclusion of Equity Values for PEO ($)		Compensation Actually Paid to PEO ($)
2023		9,442,066		(6,831,832	)		6,373,658		8,983,892

The amounts shown in the Inclusion of Equity Values column in each of the above tables are derived from the following amounts:


Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($)		Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($)		Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($)		Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($)		Total - Inclusion of Equity Values for PEO ($)
2023		3,934,846		2,022,849		415,963		—		6,373,658

Non-PEO NEO Average Total Compensation Amount

$ 4,033,464

4,155,421

2,942,671

2,882,616

Non-PEO NEO Average Compensation Actually Paid Amount

$ 4,190,097

4,206,760

2,882,217

2,656,656

Adjustment to Non-PEO NEO Compensation Footnote

(2)


Year	Average Summary Compensation Table Total for Non-PEO NEOs ($)		Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($)			Average Inclusion of Equity Values for Non-PEO NEOs ($)		Average Compensation Actually Paid to Non-PEO NEOs ($)
2023		4,033,464		(2,902,745	)		3,059,378		4,190,097


Year	Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($)		Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($)		Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($)		Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($)		Total - Average Inclusion of Equity Values for Non-PEO NEOs ($)
2023		2,453,179		437,482		168,717		—		3,059,378

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Tabular List, Table

The most important financial performance measures used to link compensation actually paid to our NEOs for 2023 to Company performance are set forth below. For further information regarding these performance metrics and their function in our executive compensation program, see our Compensation Discussion and Analysis beginning on page 82 of this proxy statement.

      Proprietary Product Net Sales 

     

      Relative Total Shareholder Return 

     

      Non-GAAP Net Income* 

     

      Non-GAAP Net Income* as a Percentage of Total Revenue

     

      EBITDA* as a Percentage of Total Revenue

     

* See Appendix B for information regarding this non-GAAP financial target.

Total Shareholder Return Amount

$ 138.19

128.09

114.02

97.79

Peer Group Total Shareholder Return Amount

118.87

113.65

126.45

126.42

Net Income (Loss)

$ 355,800,000

$ (158,300,000)

$ (48,200,000)

$ (110,900,000)

Company Selected Measure Amount

243,700,000

57,900,000

129,100,000

68,600,000

PEO Name

Richard F. Pops

Measure:: 1

Proprietary Product Net Sales

Measure:: 2

Relative Total Shareholder Return

Measure:: 3

Non-GAAP Measure Description

Non-GAAP Net Income

(4)

Measure:: 4

Non-GAAP Net Income* as a Percentage of Total Revenue

Measure:: 5

PEO | Exclusion of Stock Awards and Option Awards [Member]

EBITDA* as a Percentage of Total Revenue

PEO | Yearend Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year [Member]

$ (6,831,832)

PEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member]

3,934,846

PEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]

2,022,849

PEO | Inclusion of Equity Values [Member]

415,963

Non-PEO NEO | Exclusion of Stock Awards and Option Awards [Member]

6,373,658

Non-PEO NEO | Yearend Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year [Member]

(2,902,745)

Non-PEO NEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member]

2,453,179

Non-PEO NEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]

437,482

Non-PEO NEO | Inclusion of Equity Values [Member]

168,717