Catherine Owen Adams
ACADIA PHARMACEUTICALSAbout Catherine Owen Adams
Catherine Owen Adams is Chief Executive Officer and a Director of Acadia Pharmaceuticals since September 2024; age 54 per the 2025 proxy. She previously ran Bristol Myers Squibb’s $20B U.S. commercial business and led major markets across 19 countries during the Celgene merger, after 25 years at Johnson & Johnson culminating as President, Janssen Immunology U.S. . Under her leadership at ACAD, Q3 2025 revenues rose 11% year over year to $278.6M, net income was $71.8M and diluted EPS was $0.42, with product strength in NUPLAZID and DAYBUE and pipeline progress; she was also appointed Chairperson of BIO’s Emerging Companies section and to BIO’s Executive Committee . She signed SOX 302 certifications for ACAD’s Q3 2025 Form 10‑Q as Principal Executive Officer .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bristol Myers Squibb | SVP & General Manager, U.S. | Sep 2019 – Apr 2024 | Led a $20B U.S. business, >3,000 employees; major launches in oncology, cardiovascular, immunology |
| Bristol Myers Squibb | SVP, Head of Major Markets | During Celgene merger | Led commercial operations across 19 countries; 9 launches in Oncology, CAR‑T, Hematology, Immunology |
| Johnson & Johnson (Janssen) | President, Janssen Immunology U.S.; prior leadership roles | ~25 years | Deep experience across marketing, sales, market access, R&D; global/U.S./Europe leadership |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Biotechnology Innovation Organization (BIO) | Chairperson, Emerging Companies Section; Executive Committee member | 2025 | Governance influence across biotech emerging companies |
Fixed Compensation
| Component | 2024 Detail | Notes |
|---|---|---|
| Base Salary | $900,000 | Established upon hire |
| Base Salary Paid (Prorated) | $245,769 | Partial year from Sept 20, 2024 |
| Target Bonus % | 80% of base | Annual incentive target |
| Target Bonus (Prorated) | $196,615 | Applied to salary paid in 2024 |
| Actual Bonus Paid | $196,721 | Paid at 100% of target per employment agreement |
| Sign‑On Cash Bonus | $500,000 | Paid at commencement; subject to repayment if voluntary resignation without Good Reason or termination for Cause within 24 months (pro‑rata) |
| 401(k) Match | $12,288 | Company contribution in 2024 |
| 2024 Total Compensation | $7,594,107 | Salary, bonus, stock awards, options, other comp total per SCT |
Performance Compensation
Annual Cash Incentive (2024)
| Metric Category | Target Definition | Actual Outcome | Payout Basis | CEO Payout |
|---|---|---|---|---|
| NUPLAZID net product sales | Pre‑set corporate target | Exceeded target | Contributes to total corporate score | Prorated bonus paid at 100% of target per employment agreement |
| Profitability | Pre‑set corporate target | Exceeded target | Contributes to total corporate score | Same as above |
| DAYBUE net product sales | Pre‑set corporate target | Below target | Contributes to total corporate score | Same as above |
| Advanced R&D objectives | Pre‑set goals | Below target | Contributes to total corporate score | Same as above |
| Early R&D objectives | Pre‑set goals | Outperform level | Contributes to total corporate score | Same as above |
| Business development (e.g., ACP‑711 license) | Pre‑set goals | Outperform level | Contributes to total corporate score | Same as above |
| Total corporate payout for executives | Composite scoring | 87.4% of target for executives generally | 0–150% range | CEO paid at 100% of target due to contract |
Equity Awards (New Hire 2024)
| Award Type | Grant Date | Number/Structure | Exercise Price / Term | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| Stock Options (time‑based) | 9/23/2024 | 353,261 options | $16.29; 10‑year term | 25% after 1 year, then equal monthly installments through year 4 | $3,316,803 |
| Performance Stock Units (PSUs) | 9/23/2024 | Threshold 80,381; Target 160,763; Max 241,144 | N/A | 3‑year relative TSR performance vesting; deemed at 100% of target for certain severance/CIC calculations | $3,321,364 |
Mix: 50% time‑based options and 50% PSUs tied to 3‑year relative TSR; CEO did not receive an annual grant in 2024 beyond new hire awards .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 2/15/2025) | “—” shares; less than 1% of outstanding |
| Ownership Guidelines | CEO required to hold stock equal to 6x base salary; 5‑year compliance window; 50% retention requirement until met; unvested time‑based RSUs count; unexercised options/unearned PSUs do not |
| Hedging/Pledging Policy | Executive officers prohibited from hedging, short sales, and options; pledging requires prior notification and approval by CEO or CFO |
| 2024 Option/Stock Vests | No option exercises; no stock vesting for CEO in 2024 |
Alignment notes: New hire PSU award links long‑term pay to relative TSR; option schedule begins first vest at 12 months from grant with continuous monthly vesting thereafter, potentially creating ongoing settlement events; pledging/hedging restricted by policy .
Employment Terms
- Appointment and role: CEO and Director since September 2024 .
- Sign‑on bonus: $500,000 paid at commencement; pro‑rata repayment if voluntary resignation without Good Reason or termination for Cause within 24 months, excluding death/disability .
- Severance Plan (non‑CIC): CEO eligible to 1.5x (base salary + target bonus) cash, pro‑rated target bonus, 18 months COBRA; 12 months accelerated vesting of outstanding equity, with performance awards deemed vested at 100% of target; illustrative value at 12/31/2024 of ~$3.2M cash plus ~$0.2M accelerated equity for total ~$3.4M .
- Change‑in‑Control (CIC) Plan: Double trigger; CEO eligible to 2.0x (base salary + target bonus) cash, pro‑rated target bonus, full vesting of all unvested equity with PSUs at 100% of target, and 18 months COBRA; illustrative realized values at 12/31/2024 of ~$4.0M cash and ~$3.7M stock awards .
- Clawback: Mandatory restatement‑related clawback per Nasdaq Rule 10D‑1; discretionary clawback for misconduct affecting financials; applies to cash and equity incentives .
- Post‑termination: Severance/CIC benefits contingent on execution of a general release and adherence to non‑solicitation obligations; benefits paid within 10 business days of effective release .
Board Governance
- Board service: Director since September 2024; Chair of the Board is Stephen R. Biggar, maintaining separation of Chair and CEO roles .
- Committee roles: 2024 committee membership lists do not include the CEO; Audit, Compensation, Nominating & Corporate Governance, and Scientific Advisory Committees are composed of independent directors with specified chairs and met 4/4/1/6 times, respectively, in 2024 .
- Attendance: Board met 16 times in 2024; all directors attended at least 75% of Board and committee meetings .
- Independence: Committees are entirely independent per Nasdaq standards; governance processes for risk oversight delineated across committees .
Director Compensation
- Non‑employee director fees: The Company discloses fee structures and equity grants for non‑employee directors; employee CEOs have historically not received additional director compensation (e.g., in 2023 for former CEO) . 2024 compensation disclosures focus on CEO employee pay rather than director fees .
Performance & Track Record Highlights
| Period | KPI | Result |
|---|---|---|
| Q3 2025 | Total Revenue | $278.6M; up 11% YoY |
| Q3 2025 | NUPLAZID net product sales | $177.5M; up 12% YoY |
| Q3 2025 | DAYBUE net product sales | $101.1M; up 11% YoY |
| Q3 2025 | Net Income / Diluted EPS | $71.8M; $0.42 per diluted share |
| 2025 | Pipeline execution | Phase 2 ACP‑204 initiated; Phase 3 trofinetide in Japan; business development additions |
Compensation Structure Analysis
- High at‑risk mix and TSR linkage: New hire equity split 50% options, 50% PSUs with 3‑year relative TSR performance conditions aligns pay to shareholder outcomes; options carry 10‑year term and require stock price appreciation to realize value .
- Guaranteed transitional bonus: CEO’s 2024 prorated cash bonus paid at target under employment agreement, while broader executive payout was 87.4% of target—appropriate transitional design for onboarding .
- Severance/CIC economics: 1.5x severance multiple and 2.0x CIC multiple on salary+target bonus, plus vesting treatment and COBRA—competitive but not excessive; double‑trigger CIC mitigates windfall risks .
- Governance protections: Clawback policy aligned with SEC/Nasdaq rules; hedging/pledging restrictions; ownership guidelines at 6x salary drive long‑term alignment with retention requirements until compliance .
Equity Ownership & Potential Insider Selling Pressure
- As of Feb 15, 2025, CEO showed no beneficial share ownership in the table (<1%); however, significant unvested equity exists via 2024 new hire options and PSUs .
- Options vesting cadence: First 25% tranche at one year from grant followed by monthly vesting can create regular settlement windows; PSUs settle at the end of the 3‑year TSR period, adding potential future supply contingent on performance .
- Policy mitigants: Hedging prohibited; pledging requires prior approval; 50% retention until ownership guidelines achieved .
Employment Contracts & Retention Risk
- Retention features: 24‑month sign‑on bonus clawback on voluntary departure without Good Reason; severance and CIC plans include meaningful cash and vesting support, which reduce near‑term retention risk .
- Non‑solicit: Benefits conditioned on non‑solicitation obligations, supporting continuity .
Investment Implications
- Pay‑for‑performance alignment is strong: The 50/50 split between options and TSR‑based PSUs aligns the CEO’s upside with multi‑year shareholder returns, while double‑trigger CIC protection avoids single‑trigger windfalls .
- Near‑term selling pressure risk appears manageable: With no 2024 vesting realized and strict hedging/pledging policies, incremental supply should mainly stem from time‑based option vesting cadence and future PSU settlements; monitor Form 4 filings around monthly vest dates and at TSR measurement endpoints .
- Retention risk is mitigated: Sign‑on clawback and robust severance/CIC economics reduce early attrition risk and support leadership stability through key pipeline milestones in 2025–2027 .
- Governance quality is acceptable: Separation of Chair/CEO, independent committees, strong ownership guidelines, and clawback policy underpin governance; the dual CEO/Director role is common and offset by committee independence and chair separation .
- Execution track record emerging: Q3 2025 financial and pipeline updates under Adams show commercial momentum and development progress; continued monitoring of TSR versus peers will be important given PSU design .