false000135657600013565762025-02-242025-02-24

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 24, 2025
 
Supernus Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)
Delaware
001-3551820-2590184
(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 classTrading SymbolName of each exchange on which registered
Common Stock, $0.001 par value per shareSUPNThe 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 19, 2025, 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 other than the Chief Executive Officer, as follows:

The annual base salary of Timothy C. Dec, the Company’s Senior Vice President and Chief Financial Officer, was increased from $485,500 to $504,900. Mr. Dec was awarded a 2024 bonus of $229,160, and was granted options to purchase 40,000 shares of common stock, 4,500 restricted stock units (RSUs), and 5,000 performance share units (PSUs), which will vest depending upon the level of achievement of specified performance goals. In addition, Mr. Dec’s bonus target for 2025 is unchanged from 2024 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 $440,500 to $455,900. Dr. Bhatt was awarded a 2024 bonus of $163,434 and was granted options to purchase 20,000 shares of common stock, 4,500 RSUs and 5,000 PSUs, which will vest depending upon the level of achievement of specified performance goals. Dr. Bhatt’s bonus target for 2025 is unchanged from 2024 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 $466,400 to $485,100. Dr. Rubin was awarded a 2024 bonus of $192,530 and was granted options to purchase 20,000 shares of common stock, 4,500 RSUs and 5,000 PSUs, which will vest depending upon the level of achievement of specified performance goals. Dr. Rubin’s bonus target for 2025 is unchanged from 2024 and is 40% of his base salary.

The annual base salary of Frank Mottola, the Company’s Senior Vice President, Quality, GMP Operations and IT, was increased from $377,400 to $392,500. Mr. Mottola was awarded a 2024 bonus of $140,001 and was granted options to purchase 20,000 shares of common stock, 4,500 RSUs and 5,000 PSUs, which will vest depending upon the level of achievement of specified performance goals. Mr. Mottola’s bonus target for 2025 is unchanged from 2024 and is 35% of his base salary.

On February 20, 2025, the Committee recommended, and the Board approved, modifications of the compensation of the Company’s executive officers other than the Chief Executive Officer, as follows:

The annual base salary of Jack A. Khattar, the Company’s President and Chief Executive Officer, was increased from $1,001,500 to $1,036,000. Mr. Khattar was awarded a 2024 bonus of $826,254 and was granted options to purchase 331,6600 shares of common stock and 198,996 PSUs, which will vest depending upon the level of achievement of specified performance goals. In addition, Mr. Khattar’s bonus target for 2025 is unchanged from 2024 and is 75% 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, 2025, 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 prices for the executive officer option grants are $33.52 per share and $34.59 per share, based on the closing prices of February 19, 2025 and February 20, 2025, respectively, the dates 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.

2

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 is incorporated herein. The Form of Option Agreement and Form of RSU Agreement were 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 and 10.42 to the Form 10-K filed on February 27, 2024, File No. 001-35518).


Item 9.01                                           Financial Statements and Exhibits.
 
(d)                                Exhibits
 



Exhibit 104 - The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

3

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 24, 2025By:/s/ Timothy Dec
  Timothy Dec
  Senior Vice-President and Chief Financial Officer

4

SUPERNUS PHARMACEUTICALS, INC.
2021 EQUITY INCENTIVE PLAN
PERFORMANCE SHARE UNIT AWARD AGREEMENT
This Performance Share Unit Award Agreement (the “Agreement”) is made and entered into as of , (the “Grant Date”). This Agreement evidences a performance share unit Award granted by Supernus Pharmaceuticals, Inc. (the “Company”) to the undersigned (“Participant”) pursuant to and subject to the terms of the Supernus Pharmaceuticals, Inc. 2021 Equity Incentive Plan (the “Plan”), which is incorporated herein by reference. To the extent this Agreement evidences an Award with more than one tranche, each tranche has been assigned a Performance Period (as defined below) during which time the unique Performance Goal (as defined in Exhibit A attached hereto) can be achieved. Each tranche and the applicable Performance Period and Performance Goal are set forth in Exhibit A hereto. As set forth more fully below, the vesting of performance share units (“PSUs”) under each Award tranche is conditioned on, among other things, the Administrator’s review and certification in writing of the timely achievement of the Performance Goals applicable to such Award tranche during the pre-established Performance Period. Capitalized terms not explicitly defined in this Agreement shall have the meaning set forth in the Plan.
1.    Grant of the Performance Share Unit Award. Pursuant to the Plan, the Company hereby issues to Participant on the Grant Date an Award for a target number of [NUMBER] PSUs. The number of PSUs that Participant actually earns will be determined by the level of achievement of the Performance Goal[s] applicable to such tranche, but the number of PSUs actually earned shall not exceed [NUMBER] PSUs. Each PSU represents the right to receive one share of Stock (a “Share”), subject to the terms and conditions set forth in this Agreement and the Plan.
2.    Performance Period. For purposes of this Agreement, the term “Performance Period” with respect to a particular tranche of an Award shall be the period commencing and ending on the dates set forth in Exhibit A.
3.    Performance Goal[s].
3.1.    The number of PSUs earned by Participant will be determined based on the level and timing of achievement of the Performance Goal[s] in accordance with Exhibit A. All determinations of whether the Performance Goal[s] has been achieved, the number of PSUs earned by Participant, and all other matters related to this Section 3.1 shall be made by the Administrator in its sole discretion.
3.2.    No later than sixty (60) days following the earlier of: (1) the date the Participant delivers a Written Notification of Achievement (as defined below) to Supernus’s CEO, and (2) with respect to a Performance Goal, the end of the applicable Performance Period, the Administrator will review and certify in writing (a) whether, and to what extent, the applicable Performance Goal has been achieved, and (b) the number of PSUs that Participant shall earn, if any, subject to compliance with the requirements of Section 4 of this Agreement. The certification shall be final, conclusive, and binding on Participant, and on all other persons, to the maximum extent permitted by law.
3.3 For purposes of this Agreement, the term “Written Notification of Achievement” shall mean a written notice from the Participant to Supernus’s CEO, which (i) states that a Performance Goal has been achieved, and (ii) identifies (a) the specific Performance Goal that has been achieved, and (b) the facts supporting the achievement of that Performance Goal.

4.    Vesting of PSUs. Except as otherwise provided herein, the PSUs with respect to a particular tranche of an Award will vest and become nonforfeitable on the date that the Administrator certifies the achievement of the Performance Goal[s] related to such tranche, subject to (a) at least “threshold” level of achievement for
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the Performance Goal[s], which is necessary for minimum payout set forth in Exhibit A attached hereto, and (b) Participant’s continuous Employment from the Grant Date through the date that the Administrator certifies the achievement of the Performance Goal[s]. The number of PSUs with respect to a particular tranche of an Award that vest and become payable under this Agreement shall be determined by the Administrator based on the level and timing of achievement of the Performance Goal[s] set forth in Exhibit A and shall be rounded to the nearest whole PSU.
5.    Termination of Continuous Employment. Except as otherwise expressly provided in this Agreement, if Participant’s continuous Employment terminates for any reason at any time before all of Participant’s PSUs have vested, Participant’s unvested PSUs shall automatically be forfeited upon termination of continuous Employment and neither the Company nor any Affiliate shall have any further obligations to Participant under this Agreement. Notwithstanding the foregoing, if Participant’s continuous Employment terminates by reason of Participant’s death or disability, the Administrator may, in its sole discretion, accelerate the vesting of some or all of the unvested PSUs held by Participant.
6.    Effect of a Covered Transaction. If the Company engages in a Covered Transaction during a Performance Period, the Administrator may, in its sole discretion, take (or refrain from taking) any of the actions described in Section 7(a) of the Plan with respect to unvested PSUs held by Participant. Unless the Administrator determines otherwise at the time of a Covered Transaction, if a Covered Transaction occurs during a Performance Period (i) all of Participant’s outstanding unvested PSUs shall vest according to the proportional progress toward satisfaction of the Performance Goal[s] as determined in the Administrator’s sole discretion and (ii) to the extent that PSUs still remain unvested following the accelerated proportional vesting, those unvested PSUs shall automatically be forfeited, and neither the Company nor any Affiliate shall have any further obligations to Participant under this Agreement.
7.    Settlement of PSUs. Subject to the terms of this Agreement, promptly following the date the Participant’s PSUs with respect to a particular tranche of an Award become vested (and in any event no later than March 15 of the calendar year following the calendar year in which vesting occurs), the Company shall (a) issue and deliver to Participant the number of Shares equal to the number of vested PSUs with respect to the particular tranche of an Award, and (b) enter Participant’s name on the books of the Company as the stockholder of record with respect to the Shares delivered to Participant. To the extent that less than the maximum number of PSUs with respect to the particular tranche of an Award become vested, all interest in the unvested PSUs with respect to the particular tranche of such Award shall be forfeited. Participant has no right or interest in any PSUs that are forfeited.
8.    Transferability. Subject to any exceptions set forth in this Agreement or the Plan, neither the PSUs nor the rights relating thereto may be assigned, alienated, pledge, attached, sold or otherwise transferred or encumbered by Participant, except by will or the laws of descent and distribution, and upon any such transfer by will or the laws of descent and distribution, the transferee shall hold the PSUs subject to all of the terms and conditions that were applicable to Participant immediately prior to the transfer.
9.    Rights as Stockholder; Dividend Equivalents.

9.1.    Participant shall not have any rights of a stockholder with respect to the Shares underlying the PSUs, including, but not limited to, voting rights and the right to receive or accrue dividends or dividend equivalents.

9.2.    Upon and following the vesting of the PSUs and the issuance of Shares pursuant to Section 7 of this Agreement, Participant shall be the record owner of the Shares underlying the PSUs unless and until the Shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a stockholder of the Company (including voting and dividend rights).

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10.    No Right to Continued Employment. Nothing in this Agreement (including, but not limited to, the vesting of Participant’s PSUs or the issuance of the Shares in respect of Participant’s PSUs), the Plan or any covenant of good faith and fair dealing that may be found implicit in this Agreement or the Plan shall: (i) confer upon Participant any right to continue in the employ or service of, or affiliation with, the Company or an Affiliate; (ii) constitute any promise or commitment by the Company or any Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other terms or condition of employment or affiliation; (iii) confer any right or benefit under this Agreement or the Plan unless the right or benefit has specifically accrued under the terms of this Agreement or Plan; or (iv) deprive the Company of the right to terminate Participant at will and without regard to any future vesting opportunity that Participant may have.
11.    Adjustments. If any change is made to the outstanding Stock or the capital structure of the Company, the PSUs may be adjusted or terminated in any manner as contemplated by Plan Section 7(b).
12.    Tax Liability and Withholding; Tax Consequences.
12.1.    Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the PSUs and to take all other action as the Administrator deems necessary to satisfy all obligations for the payment of the withholding taxes. The Administrator may permit Participant to satisfy any federal, state, or local tax withholding obligation by any of the following means, or by a combination of the means:
i.    tendering a cash payment;
ii.    authorizing the Company to withhold Shares from the Shares otherwise issuable or deliverable to Participant as a result of the vesting of the PSUs; provided, however, that no Shares shall be withheld with a value exceeding the maximum amount of tax required to be withheld by law; or
iii.    delivering to the Company previously owned and unencumbered shares of Stock.
12.2.    Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or settlement of the PSUs or the subsequent sale of any Shares; and (b) does not commit to structure the PSUs to reduce or eliminate Participant’s liability for Tax-Related Items.

13.    Clawback/Recovery. All PSUs granted under the Plan and this Agreement (and all Shares issued to Participant and all payments of Tax-Related Items made by the Company on Participant’s behalf) will be subject to recoupment in accordance with the Company’s Clawback Policy adopted by the Board of Directors of the Company on February 24, 2017, as amended and restated on November 1, 2023, and as it may be further amended from time to time (the “Incentive Compensation Recoupment Policy”). No recovery of compensation under the Incentive Compensation Recoupment Policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company.
14.    Compliance with Securities Laws. The issuance and transfer of Shares in connection with the PSUs shall be subject to compliance by the Company and Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Shares may be listed. No Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the
51156674.5

Company and its counsel. The Company may require, as a condition to issuance of Shares to Participant, that Participant make such representations or agreements as counsel for the Company may consider appropriate to avoid violation of the Securities Act or any applicable state or foreign securities laws. The Company may require that certificates representing Shares bear an appropriate legend reflecting any restriction on transfer applicable to such Shares, and the Company may hold certificates pending lapse of the applicable restrictions.
15.    Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Administrator at the Company’s principal corporate offices. Any notice required to be delivered to Participant under this Agreement shall be in writing and addressed to Participant at Participant’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.
16.    Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles.
17.    Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Participant or the Company to the Administrator for review. The resolution of such a dispute by the Administrator shall be final and binding on Participant and the Company.
18.    PSUs Subject to Plan. This Agreement is subject to the Plan as approved by the Company’s stockholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
19.    Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon Participant and Participant’s beneficiaries, executors, administrators and the person(s) to whom the PSUs may be transferred by will or the laws of descent or distribution.
20.    Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
21.    Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled, or terminated by the Company at any time, in its discretion. The grant of the PSUs in this Agreement does not create any contractual right or other right to receive any PSUs or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of Participant’s employment with the Company.
22.    Amendment. The Administrator has the right to amend, alter, suspend, discontinue or cancel the PSUs, prospectively or retroactively; provided, that, no such amendment shall adversely affect Participant’s material rights under this Agreement without Participant’s consent.
23.    Section 409A. This Agreement is intended to be exempt from, or to comply with, Code Section 409A and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement meet an exemption from, or comply with, Code Section 409A and in no event shall the Company, the Administrator, or any employee or agent of the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Participant on account of non-compliance with Code Section 409A.
51156674.5

24.    No Impact on Other Benefits. The value of Participant’s PSUs is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit unless the benefit plan expressly provides it is includible.
25.    Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.
26.    Acceptance. Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. Participant has read and understands the terms and provisions thereof, and accepts the PSUs subject to all of the terms and conditions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the PSUs or disposition of the underlying Shares and that Participant has been advised to consult a tax advisor prior to such vesting, settlement, or disposition.


51156674.5


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SUPERNUS PHARMACEUTICALS, INC.

By:
Name:
Title:



[PARTICIPANT NAME]

By:






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EXHIBIT A

PERFORMANCE GOALS




51156674.5






v3.25.0.1
Cover Page
Feb. 24, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 24, 2025
Entity Registrant Name Supernus Pharmaceuticals, Inc.
Entity Incorporation, State or Country Code DE
Entity Filer Name 001-35518
Entity Tax Identification Number 20-2590184
Entity Address, Address Line One 9715 Key West Ave
Entity Address, City or Town Rockville
Entity Address, State or Province MD
Entity Address, Postal Zip Code 20850
City Area Code 301
Local Phone Number 838-2500
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol SUPN
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001356576
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