ACADIA Pharmaceuticals Inc. Files Definitive Proxy Statement

TL;DR

<b>ACADIA Pharmaceuticals Inc. has filed its Definitive Proxy Statement for the 2024 period, detailing executive compensation and corporate governance.</b>

AI Summary

ACADIA PHARMACEUTICALS INC (ACAD) filed a Proxy Statement (DEF 14A) with the SEC on April 26, 2024. The filing is a Definitive Proxy Statement (DEF 14A) for ACADIA Pharmaceuticals Inc. The report is for the period ending May 29, 2024, and was filed on April 26, 2024. The company's principal executive offices are located at 12830 El Camino Real, Suite 400, San Diego, CA 92130. The filing includes information related to executive compensation adjustments and equity awards for the fiscal years 2020-2023. ACADIA Pharmaceuticals Inc. is incorporated in Delaware and operates in the Pharmaceutical Preparations industry (SIC 2834).

Why It Matters

For investors and stakeholders tracking ACADIA PHARMACEUTICALS INC, this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and potential changes, which can influence investment decisions. Shareholders will use this information to vote on proposals at the upcoming annual meeting, impacting the company's governance and strategic direction.

Risk Assessment

Risk Level: low — ACADIA PHARMACEUTICALS INC shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial results or significant operational updates that would immediately impact the company's risk profile.

Analyst Insight

Review the executive compensation details and any shareholder proposals to inform voting decisions and assess management alignment.

Key Numbers

• 2024-04-26 — Filing Date (DEF 14A filing date)
• 2024-05-29 — Period of Report (DEF 14A period of report)
• 1231 — Fiscal Year End (Company's fiscal year end)
• 2023 — Fiscal Year Data (Data pertains to fiscal year 2023 for compensation adjustments)
• 2020-2023 — Compensation Data Range (Range of fiscal years for which compensation adjustments are detailed)

Key Players & Entities

• ACADIA PHARMACEUTICALS INC (company) — Filer name
• ACAD (company) — Ticker symbol
• DEF 14A (filing) — Form type
• 2024-04-26 (date) — Filing date
• 2024-05-29 (date) — Period of report
• 12830 EL CAMINO REAL SUITE 400 SAN DIEGO CA 92130 (address) — Business address
• 0000950170-24-049182 (filing) — Accession number
• 2834 (industry) — Standard Industrial Classification

FAQ

Industry Context

ACADIA Pharmaceuticals Inc. operates within the pharmaceutical preparations industry, focusing on the development and commercialization of innovative treatments for central nervous system disorders.

Regulatory Implications

The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

1. Analyze the executive compensation tables for PEO and Non-PEO members.
2. Review any proposals presented for shareholder vote.
3. Note the fiscal years covered by the compensation adjustment data.

Key Dates

• 2024-04-26: Filing of DEF 14A — Definitive Proxy Statement filed with the SEC.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure. No prior filing details are available in this extract for comparison.

Filing Documents

• acad-20240426.htm (DEF 14A) — 2741KB
• img237201744_0.jpg (GRAPHIC) — 11KB
• img237201744_1.jpg (GRAPHIC) — 11KB
• img237201744_2.jpg (GRAPHIC) — 2KB
• img237201744_3.jpg (GRAPHIC) — 1122KB
• img237201744_4.jpg (GRAPHIC) — 243KB
• img237201744_5.jpg (GRAPHIC) — 204KB
• img237201744_6.jpg (GRAPHIC) — 195KB
• img237201744_7.jpg (GRAPHIC) — 244KB
• img237201744_8.jpg (GRAPHIC) — 345KB
• 0000950170-24-049182.txt (&nbsp;) — 9357KB
• acad-20240426.xsd (EX-101.SCH) — 28KB
• acad-20240426_htm.xml (XML) — 294KB

Forward-Looking Statements

Forward-Looking Statements 8 Proposal 1: Election of Directors 9 Information Regarding the Board of Directors and Corporate Governance 10 Proposal 2: Advisory Vote on Executive Compensation 28 Proposal 3: Approval of the Company's 2024 Equity Incentive Plan 29 Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm 45

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 47

Executive Compensation – Compensation Discussion and Analysis

Executive Compensation – Compensation Discussion and Analysis 50 Pay Versus Performance 74 Director Compensation 79 Transactions with Related Persons 82 Other Information for Stockholders 84 Other Matters 86 ACADIA 2024 PROXY Acadia Pharmaceuticals Inc. STATEMENT 12830 El Camino Real, Suite 400 San Diego, California 92130 PROXY ST ATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS To be held on May 29, 2024 Questions and Answers About these Proxy Materials and Voting Why am I receiving these materials? Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), we have sent you these proxy materials because the Board of Directors (sometimes referred to as the "Board") of Acadia Pharmaceuticals Inc., a Delaware corporation (sometimes referred to as "Acadia," the "Company," "we," "our" or "us"), is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders, including at any adjournments or postponements of the meeting. The annual meeting will be held virtually on May 29, 2024 at 9:00 a.m. Pacific time. You are invited to attend the annual meeting online to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to submit your proxy over the phone or through the internet. We intend to first mail these proxy materials on or about April 29, 2024 to all stockholders of record entitled to vote at the annual meeting. Why are we holding a virtual annual meeting? This year, like in previous years, we have implemented a virtual format for our annual meeting, which will be conducted via live audio webcast and online stockholder tools. We believe a virtual format helps to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This proxy statement contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, relating to future events, including, without limitation, our beliefs regarding the determinations of NYSE with respect to the proposals in this proxy statement. Such statements are only predictions and involve risks and uncertainties, resulting in the possibility that the actual events or performance will differ materially from such predictions. For a nonexclusive list of major factors which could cause the actual results to differ materially from the predicted results in the forward-looking statements, please refer to the "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (our "Annual Report") and in our subsequently filed periodic or current reports on Form 10-Q and Form 8-K. 8 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 II, whose terms of office expire in 2024. Upon the recommendation of the Nominating and Corporate Governance Committee (the "NCG Committee"), the Board has considered and nominated the following incumbent Class II directors: Julian C. Baker, Stephen R. Biggar, M.D., Ph.D., and Daniel B. Soland. Each Board nominee is currently a director of the