XML 36 R15.htm IDEA: XBRL DOCUMENT v3.24.0.1
Stockholders' Equity
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Stockholders' Equity

6. Stockholders’ Equity

Equity Awards

The Company’s 2010 Equity Incentive Plan, as amended to date (the 2010 Plan), permits the grant of options to employees, directors and consultants. In addition, the 2010 Plan permits the grant of stock bonuses, rights to purchase restricted stock, and other stock awards. The exercise price of options granted under the 2010 Plan cannot be less than 100 percent of the fair market value of the common stock on the date of grant and the maximum term of any option is 10 years. Options granted under the 2010 Plan generally vest over a four-year period. All shares that remained eligible for grant under the Company’s 2004 Equity Incentive Plan (the 2004 Plan) at the time of approval of the 2010 Plan were transferred to the 2010 Plan. The 2010 Plan share reserve also has been, and may be, increased by the number of shares that otherwise would have reverted to the 2004 Plan reserve after June 2010. In June 2015, June 2016, June 2017, June 2018, June 2019 and June 2022, the Company’s stockholders approved amendments to its 2010 Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the plan by 5,000,000 shares, 3,000,000 shares, 5,500,000 shares, 6,700,000 shares, 8,300,000 shares and 6,000,000 shares, respectively. At December 31, 2023, there were 30,490,486 shares of common stock authorized for issuance, of which 7,731,848 shares were available for new grants under the 2010 Plan.

Stock Options

The 2010 Plan provided for the grant of options to employees, directors and consultants. The exercise price of options granted under the 2010 Plan was at 100 percent of the fair market value of the common stock on the date of grant and the maximum term of any option was 10 years. Options granted under the 2010 Plan generally vested over a four-year period.

The following table summarizes the Company’s stock option activity during the year ended December 31, 2023:

 

 

Number of
Shares

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Contractual
Term
(years)

 

 

Aggregate
Intrinsic Value
(in thousands)

 

Outstanding at December 31, 2022

 

 

16,339,465

 

 

$

29.83

 

 

 

 

 

 

 

Granted

 

 

3,157,634

 

 

$

21.99

 

 

 

 

 

 

 

Exercised

 

 

(1,046,035

)

 

$

19.42

 

 

 

 

 

 

 

Cancelled/forfeited

 

 

(1,825,035

)

 

$

32.07

 

 

 

 

 

 

 

Outstanding at December 31, 2023

 

 

16,626,029

 

 

$

28.75

 

 

 

5.6

 

 

$

90,962

 

Vested and exercisable at December 31, 2023

 

 

11,152,607

 

 

$

31.12

 

 

 

4.2

 

 

$

44,951

 

Unvested at December 31, 2023

 

 

5,473,422

 

 

$

23.92

 

 

 

8.4

 

 

$

46,012

 

The aggregate intrinsic value of options exercisable as of December 31, 2023 is calculated as the difference between the exercise price of the underlying options and the closing market price of the Company’s common stock on that date, which was $31.31 per share. The aggregate intrinsic value of options exercised during the years ended December 31, 2023, 2022, and 2021 was approximately $7.9 million, $1.7 million, and $8.0 million, respectively, determined as of the date of exercise. The Company received approximately $20.3 million, $3.7 million and $12.9 million in cash from options exercised during the years ended December 31, 2023, 2022 and 2021, respectively.

The weighted average per share fair value of options granted during the years ended December 31, 2023, 2022, and 2021 was approximately $13.25, $13.66, and $24.07, respectively. As of December 31, 2023, 2022 and 2021, total unrecognized compensation cost related to stock options was approximately $62.1 million, $63.9 million and $66.0 million, and the weighted average period over which this cost is expected to be recognized is approximately 2.6 years, 2.7 years and 2.3 years, respectively.

Restricted Stock

The Company grants RSUs and PSUs, both of which are considered restricted stock, pursuant to the 2010 Plan and satisfies such grants through the issuance of new shares. RSUs are share awards that, upon vesting, will deliver to the holder shares of the Company’s common stock. RSUs generally vest over a four-year period. Certain RSUs also have an accelerated vesting clause based on a specified market condition target and continued employment through the vesting period. PSUs for which the number of shares issuable at the end of performance period can reach up to 200% of the shares approved in the award based on the achievement of certain pre-defined Acadia-specific performance criteria and continued employment through the vesting period.

The following table summarizes the Company’s restricted stock activity during the year ended December 31, 2023:

 

 

Number of
Shares

 

 

Weighted
Average Grant
Date Fair Value

 

 

Aggregate
Intrinsic Value
(in thousands)

 

 

Outstanding at December 31, 2022

 

 

4,187,107

 

 

$

29.49

 

 

 

 

 

Granted

 

 

1,960,482

 

 

$

21.97

 

 

 

 

 

Vested

 

 

(1,190,814

)

 

$

28.09

 

 

 

 

 

Cancelled/forfeited

 

 

(571,030

)

 

$

28.23

 

 

 

 

 

Outstanding at December 31, 2023

 

 

4,385,745

 

 

$

26.67

 

 

$

134,440

 

 

There were 1,734,828, 2,055,574 and 1,276,936 PSUs outstanding at December 31, 2023, 2022 and 2021, respectively, of which 484,757, 1,057,741 and 639,700 were related to the RSUs with an accelerated vesting clause based on a specified market condition target and continued employment through the vesting period. During the years ended 2023, 2022 and 2021, 517,290, 986,739, and 918,434 PSUs were granted, respectively, of which 459,420 were vested during the year ended December 31, 2023. There was no vesting during the years ended December 31, 2022 and 2021. During the years ended December 31, 2023, 2022 and 2021, total intrinsic value of PSUs outstanding was $50.0 million, $32.7 million and $29.8 million, respectively. Total unrecognized compensation cost related to RSUs was approximately $46.7 million, $44.6 million and $39.8 million for the years ended December 31, 2023, 2022 and 2021, respectively, and the weighted average period over which the cost is expected to be recognized is approximately 2.9 years, 2.7 years and 2.3 years, respectively. Total unrecognized compensation cost related to PSUs was approximately $5.7 million, $12.7 million and $11.5 million for the years ended December 31, 2023, 2022 and 2021, respectively, and the weighted average remaining contractual term related to outstanding PSUs was 3.2 years, 3.0 years and 3.3 years, respectively.

Employee Stock Purchase Plan

The Company’s 2004 Employee Stock Purchase Plan (the Purchase Plan) became effective upon the closing of the Company’s initial public offering in June 2004. In June 2016, June 2019 and June 2020, the Company’s stockholders approved an amendment to the Purchase Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the Purchase Plan by 400,000 shares, 600,000 shares and 3,000,000 shares, respectively. At December 31, 2023, a total of 5,525,000 shares of common stock had been reserved for issuance under the Purchase Plan. At December 31, 2023, 2,131,122 shares of common stock remained available for issuance pursuant to the Purchase Plan. Eligible employees who elect to participate in an offering under the Purchase Plan may have up to 15 percent of their earnings withheld, subject to certain limitations, to purchase shares of common stock pursuant to the Purchase Plan. The price of common stock purchased under the Purchase Plan is equal to 85 percent of the lower of the fair market value of the common stock at the commencement date of each offering period or the relevant purchase date.

During the years ended December 31, 2023, 2022, and 2021, a total of 348,498, 330,525 and 296,850 shares of common stock were issued under the Purchase Plan at average per share prices of $13.83, $13.60, and $17.89, respectively. The weighted average per share fair value of purchase rights granted during the years ended December 31, 2023, 2022, and 2021 was $22.25, $13.91, and $23.97, respectively. During the years ended December 31, 2023, 2022, and 2021, the Company recorded cash received from the exercise of purchase rights of $4.8 million, $4.5 million, and $5.3 million, respectively.

Contingent Cash Awards

 

In November 2021, the Company established a plan whereby substantially all full-time employees excluding executive management are eligible to receive a series of cash bonuses over certain periods based on continued employment and the Company’s stock price reaching a pre-specified target. The maximum potential payout of the cash awards at the grant date was $15.1 million. The Company has determined that the cash awards were classified as liabilities pursuant to ASC Topic 718, Compensation – Stock Compensation. The Company estimates the fair value of the awards at each reporting period using the Monte Carlo simulation, which is recognized as compensation cost over the derived service period. Total fair value of the awards at the grant date was $4.4 million. The maximum potential payout at December 31, 2023 after adjusting for forfeitures was $10.1 million. The total fair value of the awards at December 31, 2023 was approximately $5.2 million, compared to $1.8 million at December 31, 2022. The estimated liability included on the December 31, 2023 and 2022 consolidated balance sheets was $4.5 million and $0.9 million. During years ended December 31, 2023 and 2022, the Company recorded a total of $3.6 million and $0.3 million compensation cost related to the awards.

2023 Inducement Plan

 

The Board adopted the Company’s 2023 Inducement Plan (the Inducement Plan) on February 1, 2023. The Inducement Plan permits the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards and other stock-related awards. Stock awards granted under the Inducement Plan may only be made to individuals who did not previously serve as employees or non-employee directors of the Company or an affiliate of the Company. In addition, stock awards must be approved by either a majority of the Company’s independent directors or the Compensation Committee. The terms of the Inducement Plan are otherwise substantially similar to the Company’s 2010 Equity Incentive Plan. The maximum number of shares of Company common stock that may be issued under the Inducement Plan is 1,750,000 shares. At December 31, 2023, there were 599,864 shares available for new grants.