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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

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.

Financial Performance Measure Used for Linking Compensation to Company Performance

As required by Item 402(v), below is the financial performance measure our Compensation Committee used to link compensation actually paid to our NEOs (as calculated in accordance with Item 402(v), “compensation actually paid” or “CAP”) to Company performance for 2023.

 

Total Revenue (calculated in accordance with GAAP), which consists of NUPLAZID net product sales and DAYBUE net product sales

Pay Versus Performance Table

In accordance with Item 402(v), we provide below the tabular information for the PEO and the average of our NEOs other than the PEO for 2023, 2022, 2021 and 2020.

 

 

 

 

 

 

 

 

 

 

 

 

 

Value of Initial Fixed $100 Investment based on:(4)

 

 

 

 

 

 

 

Year

 

Summary Compensation Table Total for PEO(1)(2) 
($)

 

 

Compensation Actually Paid to PEO(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)

 

2023

 

 

7,587,014

 

 

 

20,950,587

 

 

 

2,955,758

 

 

 

6,414,487

 

 

 

73.19

 

 

 

115.42

 

 

 

(61

)

 

 

726

 

2022

 

 

14,028,139

 

 

 

7,676,975

 

 

 

4,287,387

 

 

 

2,536,716

 

 

 

37.21

 

 

 

111.27

 

 

 

(214

)

 

 

517

 

2021

 

 

9,793,289

 

 

 

(21,520,275

)

 

 

3,049,310

 

 

 

(3,835,336

)

 

 

54.56

 

 

 

124.89

 

 

 

(168

)

 

 

484

 

2020

 

 

7,763,187

 

 

 

15,653,628

 

 

 

2,934,638

 

 

 

3,898,370

 

 

 

124.96

 

 

 

125.69

 

 

 

(282

)

 

 

442

 

 

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

 

2020

2021

2022

2023

Srdjan R. Stankovic

Srdjan R. Stankovic

Srdjan R. Stankovic

Douglas J. Williamson

Austin D. Kim

Austin D. Kim

Austin D. Kim

Austin D. Kim

Elena H. Ridloff

Elena H. Ridloff

Mark C. Schneyer

Mark C. Schneyer

Michael J. Yang

Mark C. Schneyer

Brendan P. Teehan

Brendan P. Teehan

 

Brendan P. Teehan

 

 

 

(2)
The dollar amounts reported in column (b) are the amounts reported in the “Total” column of the Summary Compensation Table for the PEO for the applicable year. The dollar amounts reported in column (d) 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.”
(3)
In accordance with the requirements of Item 402(v), CAP reflects the exclusions and inclusions of certain amounts for the PEO 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:

 

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
($)

 

2023

 

 

7,587,014

 

 

 

5,813,669

 

 

 

19,177,241

 

 

 

20,950,587

 

 

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
($)

 

2023

 

 

2,955,758

 

 

 

2,100,937

 

 

 

5,559,665

 

 

 

6,414,487

 

 

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; and (iv) 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:

 

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

 

 

10,301,694

 

 

 

7,499,432

 

 

 

1,376,116

 

 

 

 

 

 

19,177,241

 

 

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

 

 

3,754,856

 

 

 

1,498,992

 

 

 

305,818

 

 

 

 

 

 

5,559,665

 

 

(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, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Nasdaq Biotechnology Index, respectively, and calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price and the Nasdaq Biotechnology Index share price, respectively, at the end and the beginning of the measurement period by the Company’s share price and the Nasdaq Biotechnology Index share price, respectively, at the beginning of the measurement period. Historical stock performance is not necessarily indicative of future stock performance.
(5)
The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(6)
We determined Total Revenue (calculated in accordance with GAAP), which consists of NUPLAZID net product sales and DAYBUE net product sales, to be the most important financial performance measure used to link CAP to Company performance in 2023.
     
Company Selected Measure Name Total Revenue      
Named Executive Officers, Footnote
(1)
Stephen R. Davis was our PEO in 2023, 2022, 2021, and 2020. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

 

2020

2021

2022

2023

Srdjan R. Stankovic

Srdjan R. Stankovic

Srdjan R. Stankovic

Douglas J. Williamson

Austin D. Kim

Austin D. Kim

Austin D. Kim

Austin D. Kim

Elena H. Ridloff

Elena H. Ridloff

Mark C. Schneyer

Mark C. Schneyer

Michael J. Yang

Mark C. Schneyer

Brendan P. Teehan

Brendan P. Teehan

 

Brendan P. Teehan

 

 

     
Peer Group Issuers, Footnote
(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, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Nasdaq Biotechnology Index, respectively, and calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price and the Nasdaq Biotechnology Index share price, respectively, at the end and the beginning of the measurement period by the Company’s share price and the Nasdaq Biotechnology Index share price, respectively, at the beginning of the measurement period. Historical stock performance is not necessarily indicative of future stock performance.
     
PEO Total Compensation Amount $ 7,587,014 $ 14,028,139 $ 9,793,289 $ 7,763,187
PEO Actually Paid Compensation Amount $ 20,950,587 7,676,975 (21,520,275) 15,653,628
Adjustment To PEO Compensation, Footnote

 

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
($)

 

2023

 

 

7,587,014

 

 

 

5,813,669

 

 

 

19,177,241

 

 

 

20,950,587

 

 

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
($)

 

2023

 

 

2,955,758

 

 

 

2,100,937

 

 

 

5,559,665

 

 

 

6,414,487

 

 

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; and (iv) 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:

 

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

 

 

10,301,694

 

 

 

7,499,432

 

 

 

1,376,116

 

 

 

 

 

 

19,177,241

 

 

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

 

 

3,754,856

 

 

 

1,498,992

 

 

 

305,818

 

 

 

 

 

 

5,559,665

 

 

     
Non-PEO NEO Average Total Compensation Amount $ 2,955,758 4,287,387 3,049,310 2,934,638
Non-PEO NEO Average Compensation Actually Paid Amount $ 6,414,487 2,536,716 (3,835,336) 3,898,370
Adjustment to Non-PEO NEO Compensation Footnote

 

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
($)

 

2023

 

 

7,587,014

 

 

 

5,813,669

 

 

 

19,177,241

 

 

 

20,950,587

 

 

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
($)

 

2023

 

 

2,955,758

 

 

 

2,100,937

 

 

 

5,559,665

 

 

 

6,414,487

 

 

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; and (iv) 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:

 

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

 

 

10,301,694

 

 

 

7,499,432

 

 

 

1,376,116

 

 

 

 

 

 

19,177,241

 

 

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

 

 

3,754,856

 

 

 

1,498,992

 

 

 

305,818

 

 

 

 

 

 

5,559,665

 

 

     
Compensation Actually Paid vs. Total Shareholder Return

Relationship between CAP, Cumulative TSR and Cumulative Peer Group TSR

The chart below describes the relationship between CAP to the PEO and the average CAP to the non-PEO NEOs as a group versus our four-year cumulative TSR and the four-year cumulative Peer Group TSR.

img237201744_4.jpg 

     
Compensation Actually Paid vs. Net Income

Relationship between CAP and Net Income

The chart below describes the relationship between CAP to the PEO and the average CAP to the non-PEO NEOs as a group versus our Net Income (calculated in accordance with GAAP).

img237201744_5.jpg202

     
Compensation Actually Paid vs. Company Selected Measure

Relationship between CAP and Total Revenue (our Company-Selected Measure)

The chart below describes the relationship between the CAP to the PEO and the average CAP to the non-PEO NEOs as a group versus our Total Revenue (calculated in accordance with GAAP).

Pay Versus Revenue 2020-2022

img237201744_6.jpg 

     
Tabular List, Table

Financial Performance Measure Used for Linking Compensation to Company Performance

As required by Item 402(v), below is the financial performance measure our Compensation Committee used to link compensation actually paid to our NEOs (as calculated in accordance with Item 402(v), “compensation actually paid” or “CAP”) to Company performance for 2023.

 

Total Revenue (calculated in accordance with GAAP), which consists of NUPLAZID net product sales and DAYBUE net product sales
     
Total Shareholder Return Amount $ 73.19 37.21 54.56 124.96
Peer Group Total Shareholder Return Amount 115.42 111.27 124.89 125.69
Net Income (Loss) $ (61,000,000) $ (214,000,000) $ (168,000,000) $ (282,000,000)
Company Selected Measure Amount 726,000,000 517,000,000 484,000,000 442,000,000
PEO Name Stephen R. Davis Stephen R. Davis Stephen R. Davis Stephen R. Davis
Measure:: 1        
Pay vs Performance Disclosure        
Name Total Revenue      
Non-GAAP Measure Description
(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 2023.
     
PEO | Adjustment To Compensation Exclusion of Reported Stock and Option Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 5,813,669      
PEO | Adjustment To Compensation Inclusion of Equity Values [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 19,177,241      
PEO | Adjustment To Compensation Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 7,499,432      
PEO | Adjustment To Compensation Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,376,116      
PEO | Adjustment To Compensation Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Adjustment To Compensation Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 10,301,694      
Non-PEO NEO | Adjustment To Compensation Exclusion of Reported Stock and Option Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,100,937      
Non-PEO NEO | Adjustment To Compensation Inclusion of Equity Values [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 5,559,665      
Non-PEO NEO | Adjustment To Compensation Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,498,992      
Non-PEO NEO | Adjustment To Compensation Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 305,818      
Non-PEO NEO | Adjustment To Compensation Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Adjustment To Compensation Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 3,754,856