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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): February 22, 2024
Supernus
Pharmaceuticals, Inc.
(Exact name of registrant
as specified in its charter)
Delaware |
001-35518 |
20-2590184 |
(State or other jurisdiction of
incorporation or organization) |
(Commission
File Number) |
(I.R.S.
Employer Identification No.) |
9715
Key West Ave |
Rockville |
MD |
20850 |
(Address
of Principal Executive Offices) |
|
|
(Zip
Code) |
Registrant’s telephone
number, including area code: (301) 838-2500
Not Applicable
(Former name or former address,
if changed since last report.)
Securities registered pursuant to Section 12(b)
of the Exchange Act
Title of
each class |
Trading Symbol |
Name of each
exchange on which registered |
Common
Stock, $0.001 par value per share |
SUPN |
The Nasdaq
Stock Market LLC |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Indicate by
check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) Modification of Compensatory Arrangements
with Executive Officers
On February 22, 2024,
the Compensation Committee (the “Committee”) of Supernus Pharmaceuticals, Inc. (“Supernus” or the “Company”)
recommended, and the Board of Directors (the “Board”) approved, modifications of the compensation of the Company’s executive
officers, as follows:
The annual base salary of
Jack A. Khattar, the Company’s President and Chief Executive Officer, was increased from $963,000 to $1,001,500. Mr. Khattar
was awarded a 2023 bonus of $830,588 and was granted options to purchase 322,000 shares of common stock and 193,200 performance share
units (PSUs), which will vest depending upon the level of achievement of specified performance goals. In addition, Mr. Khattar’s
bonus target for 2024 is unchanged from 2023 and is 75% of his base salary.
The annual base salary of
Timothy C. Dec, the Company’s Senior Vice President and Chief Financial Officer, was increased from $453,800 to $485,500. Mr. Dec
was awarded a 2023 bonus of $210,558, and was granted options to purchase 50,000 shares of common stock, 12,000 restricted stock units
(RSUs), and 12,000 PSUs, which will vest depending upon the level of achievement of specified performance goals. In addition, Mr. Dec’s
bonus target for 2024 is unchanged from 2023 and is 45% of his base salary.
The annual base salary of
Padmanabh P. Bhatt, Ph.D., the Company’s Senior Vice President, Intellectual Property and Chief Scientific Officer, was increased
from $427,700 to $440,500. Dr. Bhatt was awarded a 2023 bonus of $163,165 and was granted options to purchase 20,000 shares of common
stock, 5,000 RSUs and 5,000 PSUs, which will vest depending upon the level of achievement of specified performance goals. Dr. Bhatt’s
bonus target for 2024 is unchanged from 2023 and is 35% of his base salary.
The annual base salary of
Jonathan Rubin, M.D., the Company’s Senior Vice President and Chief Medical Officer, was increased from $440,000 to $466,400. Dr. Rubin
was awarded a 2023 bonus of $184,448 and was granted options to purchase 25,000 shares of common stock, 5,000 RSUs and 7,500 PSUs, which
will vest depending upon the level of achievement of specified performance goals. Dr. Rubin’s bonus target for 2024 is unchanged
from 2023 and is 40% of his base salary.
The annual base salary of
Tami T. Martin, R.N., Esq., the Company’s Senior Vice President, Regulatory Affairs, was increased from $356,700 to $367,400.
Ms. Martin was awarded a 2023 bonus of $125,834. Ms. Martin’s bonus target for 2024 is unchanged from 2023 and is 35%
of her base salary.
The annual base salary of
Frank Mottola, the Company’s Senior Vice President, Quality, GMP Operations and IT, was increased from $352,700 to $377,400. Mr. Mottola
was awarded a 2023 bonus of $129,361 and was granted options to purchase 25,000 shares of common stock, 5,000 RSUs and 7,500 PSUs, which
will vest depending upon the level of achievement of specified performance goals. Mr. Mottola’s bonus target for 2024 is unchanged
from 2023 and is 35% of his base salary.
These increases were the result
of the Committee’s annual compensation review for executive officers. These increases in annual base salary became effective as
of January 1, 2024, and are consistent with the Company’s industry peer group and were recommended to the Committee by the
Human Capital Solutions practice of Aon plc, its independent compensation consulting company.
The stock option grants and
RSU awards are subject to the terms and conditions of the Company’s form of Non-Statutory Time-Based Stock Option Agreement (the
“Option Agreement”) and Restricted Stock Unit Award Agreement (the “RSU Agreement”), respectively. Pursuant to
such agreements, vesting for all stock option grants and RSUs will occur annually in equal increments over a four year period. The exercise
price for the executive officer option grants is $27.94 per share, based on the closing price of February 22, 2024, the date of approval
of the grants by the Committee and the Board. All other terms and conditions of the Company’s compensatory arrangements with these
executive officers remain unchanged.
The PSU awards are subject
to the terms and conditions of the Company’s form of Performance Share Unit Award Agreement (a “PSU Award Agreement”).
The PSU Award Agreement provides for the vesting of PSUs based on the level of achievement of the performance goals for the individual
executive officer as approved by the Committee or Board. All determinations of whether the performance goals have been achieved and the
number of PSUs earned by the executive officer will be made by the Committee in its sole discretion. Upon certification of achievement
of the performance goal, the PSUs will vest and become nonforfeitable on the date that the Committee certifies the achievement of the
performance goal, subject to the executive officer’s continuous employment from the grant date through the date that the Committee
certifies the achievement of the performance goal.
The foregoing description
of the terms of the Option Agreement, RSU Agreement and PSU Award Agreement are only summaries, do not purport to be complete, and are
qualified in their entirety by reference to the Form of Option Agreement, Form of RSU Agreement and Form of PSU Award Agreement,
each of which was filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (incorporated
by reference to Exhibits 10.40, 10.42 and 10.44 to the Form 10-K filed on February 27, 2024, File No. 001-35518).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 - Form of Non-Statutory Time-Based Stock Option Agreement, under the Supernus Pharmaceuticals, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.40 to the Form 10-K filed on February 27, 2024, File No. 001-35518).
Exhibit 10.2 - Form of Restricted Stock Unit Award Agreement, under the Supernus Pharmaceuticals, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.42 to the Form 10-K filed on February 27, 2024, File No. 001-35518).
Exhibit 10.3 - Form of Performance Share Unit Award Agreement, under the Supernus Pharmaceuticals, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.44 to the Form 10-K filed on February 27, 2024, File No. 001-35518).
Exhibit 104 - The cover page from
this Current Report on Form 8-K, formatted in Inline XBRL.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
SUPERNUS PHARMACEUTICALS, INC. |
|
|
DATED: February 28, 2024 |
By: |
/s/ Timothy C. Dec |
|
|
Timothy C. Dec |
|
|
Senior Vice President and Chief Financial Officer |
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