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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 Acadia Pharmaceuticals Inc. 10-K 12/31/23 88:14M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.81M
3: EX-10.13 Material Contract HTML 40K
4: EX-10.17 Material Contract HTML 610K
5: EX-10.18 Material Contract HTML 32K
6: EX-10.19 Material Contract HTML 31K
7: EX-10.20 Material Contract HTML 44K
8: EX-10.35 Material Contract HTML 355K
9: EX-10.36 Material Contract HTML 289K
10: EX-10.37 Material Contract HTML 63K
11: EX-10.38 Material Contract HTML 366K
2: EX-10.5 Material Contract HTML 97K
12: EX-21.1 Subsidiaries List HTML 26K
13: EX-23.1 Consent of Expert or Counsel HTML 28K
18: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 39K
Awarded Compensation
14: EX-31.1 Certification -- §302 - SOA'02 HTML 30K
15: EX-31.2 Certification -- §302 - SOA'02 HTML 30K
16: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
17: EX-32.2 Certification -- §906 - SOA'02 HTML 27K
20: R1 Document and Entity Information HTML 99K
21: R2 Consolidated Balance Sheets HTML 126K
22: R3 Consolidated Balance Sheets (Parenthetical) HTML 45K
23: R4 Consolidated Statements of Operations HTML 94K
24: R5 Consolidated Statements of Comprehensive Loss HTML 48K
25: R6 Consolidated Statements of Cash Flows HTML 120K
26: R7 Consolidated Statements of Stockholders' Equity HTML 77K
27: R8 Pay vs Performance Disclosure HTML 38K
28: R9 Insider Trading Arrangements HTML 46K
29: R10 Organization and Business HTML 29K
30: R11 Summary of Significant Accounting Policies HTML 185K
31: R12 Investments HTML 151K
32: R13 Fair Value Measurements HTML 132K
33: R14 Balance Sheet Details HTML 91K
34: R15 Stockholders' Equity HTML 124K
35: R16 401(k) Plan HTML 33K
36: R17 Income Taxes HTML 199K
37: R18 Commitments and Contingencies HTML 64K
38: R19 Leases HTML 92K
39: R20 Selected Quarterly Financial Data (Unaudited) HTML 89K
40: R21 SCHEDULE II - Valuation and Qualifying Accounts HTML 54K
41: R22 Summary of Significant Accounting Policies HTML 239K
(Policies)
42: R23 Summary of Significant Accounting Policies HTML 131K
(Tables)
43: R24 Investments (Tables) HTML 148K
44: R25 Fair Value Measurements (Tables) HTML 130K
45: R26 Balance Sheet Details (Tables) HTML 93K
46: R27 Stockholders' Equity (Tables) HTML 81K
47: R28 Income Taxes (Tables) HTML 193K
48: R29 Leases (Tables) HTML 84K
49: R30 Selected Quarterly Financial Data (Unaudited) HTML 88K
(Tables)
50: R31 Summary of Significant Accounting Policies - HTML 35K
Schedule of Reconciliation of Cash, Cash
Equivalents and Restricted Cash (Detail)
51: R32 Summary of Significant Accounting Policies - HTML 76K
Additional Information (Detail)
52: R33 Summary of Significant Accounting Policies - HTML 36K
Schedule of Estimated Useful Lives by Major Asset
Category (Detail)
53: R34 Summary of Significant Accounting Policies - HTML 37K
Schedule of Revenues consist of product sales to
customers (Details)
54: R35 Summary of Significant Accounting Policies - HTML 36K
Weighted-Average Assumptions Used to Estimate Fair
Value of Employee Stock Options (Detail)
55: R36 Summary of Significant Accounting Policies - HTML 44K
Weighted-Average Assumptions Used to Estimate Fair
Value of Employee Stock Purchase Plan Rights
(Detail)
56: R37 Summary of Significant Accounting Policies - HTML 35K
Summary of Stock-based Compensation Expense
Included in Statements of Operations (Detail)
57: R38 Investments - Carrying Value and Amortized Cost of HTML 58K
Company's Investments Summarized by Major Security
Type (Detail)
58: R39 Investments - Additional Information (Detail) HTML 35K
59: R40 Investments - Summary of Gross Unrealized Losses HTML 53K
and Fair Value of Available-For-Sale Investment
Securities in Unrealized Loss Position (Detail)
60: R41 Fair Value Measurements - Fair Value Measurements HTML 62K
of Cash Equivalents, Available-For-Sale Investment
Securities and Equity Securities (Detail)
61: R42 Fair value measurement - Changes in estimated fair HTML 34K
value of contingent cash award (Details)
62: R43 Balance Sheet Details - Schedule of Inventory HTML 38K
(Detail)
63: R44 Balance Sheet Details - Property and Equipment, HTML 40K
Net (Detail)
64: R45 Balance Sheet Details - Additional Information HTML 29K
(Detail)
65: R46 Balance Sheet Details - Schedule of Accrued HTML 42K
Liabilities (Detail)
66: R47 Stockholders' Equity - Additional Information HTML 141K
(Detail)
67: R48 Summary of Company's Stock Option Activity HTML 68K
(Detail)
68: R49 Summary of Company's RSU Activity (Detail) HTML 51K
69: R50 401 (k) Plan - Additional Information (Detail) HTML 33K
70: R51 Income Taxes - Summary of Domestic and Foreign HTML 34K
Pre-tax Loss (Detail)
71: R52 Income Taxes - Schedule of Income Tax Provision HTML 40K
(Details)
72: R53 Income Taxes - Additional Information (Detail) HTML 62K
73: R54 Income Taxes - Components of Deferred Tax Assets HTML 61K
(Detail)
74: R55 Income Taxes - Reconciliation of Income Taxes to HTML 60K
Amount Computed by Applying Statutory Federal
Income Tax Rate to Pretax Loss (Detail)
75: R56 Income Taxes - Unrecognized Tax Benefits (Detail) HTML 34K
76: R57 Commitments and Contingencies - Additional HTML 95K
Information (Detail)
77: R58 Leases - Additional Information (Detail) HTML 88K
78: R59 Leases - Summary of Operating Lease Costs (Detail) HTML 31K
79: R60 Leases - Supplemental Cash Flow Information HTML 29K
Related to the Company's Leases (Detail)
80: R61 Leases - Summary of Balance Sheet Classification HTML 33K
of Lease Liabilities (Detail)
81: R62 Leases - Summary of Maturities of Lease HTML 46K
Liabilities (Detail)
82: R63 Selected Quarterly Financial Data (Unaudited) - HTML 72K
Selected Quarterly Financial Data (Detail)
83: R64 SCHEDULE II - Valuation and Qualifying Accounts HTML 37K
(Detail)
85: XML IDEA XML File -- Filing Summary XML 147K
88: XML XBRL Instance -- acad-20231231_htm XML 2.93M
84: EXCEL IDEA Workbook of Financial Report Info XLSX 167K
19: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 3.61M
Linkbases Document -- acad-20231231
86: JSON XBRL Instance as JSON Data -- MetaLinks 566± 903K
87: ZIP XBRL Zipped Folder -- 0000950170-24-021473-xbrl Zip 988K
| EX-97.1 |
Exhibit 97.1
ACADIA PHARMACEUTICALS INC. DODD-FRANK CLAWBACK POLICY
Acadia Pharmaceuticals Inc. (“Company”) has adopted this clawback policy (the “Policy”) as an amendment and restatement of any other clawback policies in effect now at the Company. To the extent this Policy applies to compensation payable to a person covered by this Policy, it shall be the only clawback policy applicable to such compensation and no other clawback policy shall apply. Other than with respect to Section 6 hereof, this Policy shall be interpreted to comply with the clawback rules found in 17 C.F.R. §240.10D and the related listing rules of the national securities exchange or national securities association (“Exchange”) on which the Company has listed securities, and, to the extent this Policy is in any manner deemed inconsistent with such rules, this Policy shall be treated as retroactively amended to be compliant with such rules.
1. Definitions. 17 C.F.R. §240.10D-1(d) defines the terms “Executive Officer,” “Financial Reporting Measure,” “Incentive-Based Compensation,” and “Received.” As used herein, these terms shall have the same meaning as in that regulation.
2. Application of the Policy. This Policy shall only apply in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
3. Recovery Period. The Incentive-Based Compensation subject to clawback is the Incentive-Based Compensation Received during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement as described in Section 2, provided that the person served as an Executive Officer at any time during the performance period applicable to the Incentive-Based Compensation in question. The date that the Company is required to prepare an accounting restatement shall be determined pursuant to 17 C.F.R. §240.10D-1(b)(1)(ii).
(a) Notwithstanding the foregoing, the Policy shall only apply if the Incentive-Based Compensation is Received (1) while the Company has a class of securities listed on an Exchange and (2) on or after October 2, 2023 (the “Effective Date”).
(b) See 17 C.F.R. §240.10D-1(b)(1)(i) for certain circumstances under which the Policy will apply to Incentive-Based Compensation received during a transition period arising due to a change in the Company’s fiscal year.
4. Erroneously Awarded Compensation. The amount of Incentive-Based Compensation subject to the Policy (“Erroneously Awarded Compensation”) is the amount of Incentive-Based Compensation Received that exceeds the amount of Incentive Based-Compensation that otherwise would have been Received had it been determined based on the restated amounts and shall be computed without regard to any taxes paid.
(a) For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an accounting restatement: (1) the amount shall be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was
received; and (2) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange.
5. Recovery of Erroneously Awarded Compensation. The Company shall recover reasonably promptly any Erroneously Awarded Compensation except to the extent that the conditions of paragraphs (a), (b), or (c) below apply. The Compensation Committee (the “Committee”) shall determine the repayment schedule for each amount of Erroneously Awarded Compensation in a manner that complies with this “reasonably promptly” requirement. Such determination shall be consistent with any applicable legal guidance, by the Securities and Exchange Commission (the “SEC”), judicial opinion, or otherwise. The determination of “reasonably promptly” may vary from case to case and the Committee is authorized to adopt additional rules to further describe what repayment schedules satisfy this requirement.
(a) Erroneously Awarded Compensation need not be recovered if the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered and the Committee has made a determination that recovery would be impracticable. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company shall make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the Exchange.
(b) Erroneously Awarded Compensation need not be recovered if recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company shall obtain an opinion of home country counsel, acceptable to the Exchange, that recovery would result in such a violation and shall provide such opinion to the Exchange.
(c) Erroneously Awarded Compensation need not be recovered if recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the registrant, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
6. Recovery of Additional Covered Compensation. Notwithstanding anything to the contrary in this Policy, and in addition to the other provisions within this Policy, in the event that the Committee determines that any current or former Executive Officer committed Misconduct in connection with an accounting restatement, then, in addition to any Erroneously Awarded Compensation otherwise subject to forfeiture and/or repayment pursuant to this Policy, the Committee may, in its discretion, seek forfeiture and/or repayment of all or a portion of any Additional Covered Compensation received by such person during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement as described in Section 2. For purposes of this Section 6, Additional Covered Compensation will be treated as received when such compensation is granted, earned, vested, paid or settled. For the avoidance of doubt, the Committee may seek forfeiture and/or repayment of Additional Covered Compensation for Misconduct by such person in connection with an accounting restatement even if such accounting restatement did not result in an award or payment greater than would have been awarded absent such accounting restatement. “Additional Covered Compensation” means incentive compensation, whether
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cash-based or equity-based, which may be discretionary, service-based or performance-based, but not including salary or employee retirement or welfare benefits, computed without regard to any taxes paid (i.e., on a pre-tax basis), that was received (a) on or after the Effective Date, (b) after the person became an Executive Officer and (c) at a time that the Company had a class of securities listed on a national securities exchange or a national securities association. “Misconduct” means any of the following that causes or could reasonably be expected to cause material harm to the Company: (1) a material act of dishonesty, fraud or misrepresentation, (2) a willful violation of a material Company policy or law, (3) knowing violation of SEC rules or regulations, or (4) intentional breach of fiduciary duty or duty of loyalty to the Company, in each case that causes the applicable accounting restatement.”
7. Committee decisions. Decisions of the Committee with respect to this Policy shall be final, conclusive and binding on all Executive Officers subject to this policy, unless determined to be an abuse of discretion.
8. No Indemnification. Notwithstanding anything to the contrary in any other policy of the Company or any agreement between the Company and an Executive Officer, no Executive Officer shall be indemnified by the Company against the loss of any Erroneously Awarded Compensation.
9. Agreement to Policy by Executive Officers. The Committee shall take reasonable steps to inform Executive Officers of this Policy and obtain their agreement to this Policy, which steps may constitute the inclusion of this Policy as an attachment to any award that is accepted by the Executive Officer.
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Acadia Pharmaceuticals Inc.
Dodd-Frank Clawback Policy
Form of Executive Acknowledgment
I, the undersigned, agree and acknowledge that I am bound by, and subject to, the Acadia Pharmaceuticals Inc. Dodd-Frank Clawback Policy, as may be amended, restated, supplemented or otherwise modified from time to time (the “Policy”). In the event of any inconsistency between the Policy and the terms of any employment agreement, offer letter or other individual agreement with Acadia Pharmaceuticals Inc. (the “Company”) to which I am a party, or the terms of any compensation plan, program or agreement, whether or not written, under which any compensation has been granted, awarded, earned or paid to me, the terms of the Policy shall govern.
In the event that the Committee (as defined in the Policy) determines that any compensation granted, awarded, earned or paid to me must be forfeited or reimbursed to the Company pursuant to the Policy, I will promptly take any action necessary to effectuate such forfeiture and/or reimbursement. I further agree and acknowledge that I am not entitled to indemnification, and hereby waive any right to advancement of expenses, in connection with any enforcement of the Policy by the Company.
Agreed and Acknowledged:
Executive Officer
By:
Name:
Title:
Date:
Acadia Pharmaceuticals Inc.
By:
Name:
Title:
Date:
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 2/28/24 | |||
| Filed on: | 2/27/24 | 4, 8-K | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||