Mark C. Schneyer
ACADIA PHARMACEUTICALSAbout Mark C. Schneyer
Executive Vice President and Chief Financial Officer of ACAD since December 2021; joined ACAD in May 2020 (SVP, Business Development and Chief Business Officer), served as Interim CFO September–December 2021. Previously Vice President, Business Development (Upjohn division) at Pfizer (2019–2020) after multiple BD roles at Pfizer (2011–2019); earlier investment banker at Lazard (1996–2010). Education: B.S. in Economics (Finance) from the Wharton School, University of Pennsylvania. Age 51 as of April 22, 2025 . Company context during his tenure (select outcomes): Total revenue $958M and net income $226M in 2024 versus $726M revenue and $(61)M net loss in 2023; ACAD TSR “$100 investment value” measured at $42.89 in 2024 (peer TSR $152.89) per pay-versus-performance table .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ACADIA Pharmaceuticals | SVP, Business Development & Chief Business Officer | 2020–2021 | Led strategic transactions (e.g., contributed to portfolio expansion) . |
| ACADIA Pharmaceuticals | Interim CFO | Sep 2021–Dec 2021 | Transitional CFO leadership prior to appointment as EVP/CFO . |
| Pfizer Inc. (Upjohn) | VP, Business Development | 2019–2020 | BD leadership for Upjohn division . |
| Pfizer Inc. | Worldwide BD roles (various) | 2011–2019 | Executed licensing, product M&A, collaborations, company acquisitions . |
| Lazard | Investment Banker | 1996–2010 | Advised healthcare boards and senior teams on strategic transactions . |
External Roles
No public company directorships or external board roles disclosed for Mr. Schneyer in ACAD filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 467,283 | 484,842 | 518,470 |
| Base Salary (policy table) | — | 487,970 | 524,570 (8% increase vs 2023 policy) |
| Target Bonus % | — | — | 50% |
| Target Bonus ($) | — | — | 259,235 |
| Actual Annual Bonus ($) | 218,515 | 313,494 | 226,719 (87.4% of target) |
| All Other Compensation ($) | 15,230 | 23,478 | 46,711 |
Notes:
- 2024 target bonus 50% of base; realized payout 87.4% based on corporate performance against pre-set metrics (see Performance Compensation) .
- 401(k) match included in benefits; 2024 match for Mr. Schneyer was $17,250 (within All Other Compensation) .
Performance Compensation
Annual Incentive (Cash)
- 2024 plan structure: Metrics covered NUPLAZID net product sales, profitability, DAYBUE net product sales, R&D objectives (early and advanced), and business development; total payout determined quantitatively. Committee assessed achievement: NUPLAZID sales and profitability exceeded target; DAYBUE below target; advanced R&D below target; early R&D outperformed; BD outperformed. Resulting bonus: 87.4% of target; Mr. Schneyer’s payout $226,719 .
- Target setting: For 2024, 75% of goals set at year-start; remaining 25% added mid-year; from 2025 all goals set at year-start .
| Metric Category (2024) | Target Guidance | Actual vs Target | Payout Impact |
|---|---|---|---|
| NUPLAZID net product sales | At target | Exceeded | Positive |
| Profitability | At target | Exceeded | Positive |
| DAYBUE net product sales | At target | Below | Negative |
| Advanced R&D | At target | Below | Below-target points |
| Early R&D | At target | Outperform | Positive |
| Business Development | At target | Outperform (e.g., ACP‑711 license) | Positive |
Long-Term Incentives (Equity)
- 2024 Grants (3/25/2024 under 2010 Plan):
- Options: 80,564 @ $17.84 (25% after one year; remainder vests monthly; 10-year term) – grant date FV $843,803 .
- RSUs: 24,714 (vest in 4 equal annual installments) – grant date FV $440,898 .
- PSUs (relative TSR): threshold 9,772; target 19,544; max 29,316; earnout linear 0–150% based on ACAD TSR percentile vs peers (25th=50%, 50th=100%, 75th=150%) .
| Grant Type | Grant Date | Quantity | Exercise/Price | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|---|
| Stock Options | 3/25/2024 | 80,564 | $17.84 | 843,803 | 25% after 1 year; monthly thereafter; 10-year term . |
| RSUs | 3/25/2024 | 24,714 | — | 440,898 | 25% annually over 4 years . |
| PSUs (TSR) | 3/25/2024 | 19,544 target; 9,772/29,316 thr/max | — | 440,913 | Earnout 0–150% based on relative TSR percentiles . |
Additional vesting feature: A prior RSU grant dated 11/17/2021 is subject to accelerated vesting upon achieving specified stock price thresholds; installments vest at 18 months (37.5%), year 2 (12.5%), years 3 and 4 (25% each) .
Equity Ownership & Alignment
- Beneficial ownership (as of Feb 15, 2025): 243,293 shares; less than 1% of shares outstanding (166,788,517) .
- Outstanding equity awards (12/31/2024):
- Options: 144,036 exercisable; 159,871 unexercisable (various strikes and expirations; see detail) .
- Unvested RSUs: 76,889 units; market value $1,410,913 .
- Unearned PSUs: 43,861 target units; market/payout value $804,849 .
| Category | Count | Value |
|---|---|---|
| Options Exercisable | 144,036 | — |
| Options Unexercisable | 159,871 | — |
| RSUs Unvested | 76,889 | $1,410,913 |
| PSUs Unearned (Target) | 43,861 | $804,849 |
- 2024 vesting/exercises: 64,615 shares vested (value realized $1,089,866); no option exercises .
- Ownership guidelines: 2x base salary for executive officers; unvested time-based RSUs count; options and unearned PSUs do not; 5-year compliance window with 50% retention until met. All NEOs were compliant or within time to achieve as of 12/31/2024 .
- Hedging/pledging: Prohibited (no short sales, options, hedging, margin or pledging) .
Detail snapshot (Options and RSUs/PSUs at 12/31/2024) — selected lines:
- Options include, among others: 48,275/24,139 unexercisable at $25.75 exp. 4/4/2032; 35,599/54,337 at $21.75 exp. 4/30/2033; 80,564 unexercisable at $17.84 exp. 3/24/2034; earlier grants at higher strikes (e.g., $46.81, $49.74) .
- RSUs outstanding include grants dated 2/23/2021 (1,353 units), 11/17/2021 (19,826 units with price-based vesting), 4/5/2022 (10,551 units), 5/1/2023 (20,445 units), 3/25/2024 (24,714 units) .
- PSUs outstanding include 2/23/2021 (5,411 units), 4/5/2022 (5,276 units), 5/1/2023 (13,630 units), 3/25/2024 (19,544 units target) .
Employment Terms
- Management Severance Benefit Plan (non‑CIC): For a qualifying termination, NEOs receive cash equal to base salary plus target bonus, plus pro‑rata target bonus for the year, and COBRA premiums (12 months for NEOs). Only the CEO/former CEO are eligible for 12 months of accelerated equity in a non‑CIC event. Illustrative payment if terminated 12/31/2024: Mr. Schneyer ≈ $1.1M (cash; no equity acceleration) .
- Change‑in‑Control (CIC) Plan (double trigger): Cash equal to (base salary + target bonus) × 1.5 for Mr. Schneyer, plus pro‑rata target bonus; 18 months COBRA; full vesting of outstanding equity at 100% of target for performance awards. Illustrative as of 12/31/2024: cash ≈ $1.5M; equity value ≈ $2.3M .
- Conditions: Benefits require signing a general release and agreement to non‑solicitation obligations; benefits paid within 10 business days of effective release .
- Clawback: Mandatory restatement-related clawback (Nasdaq Rule 10D‑1) and discretionary misconduct-related clawback covering cash and equity incentives .
- Other: No excise tax gross‑ups; no supplemental executive retirement plans; independent compensation consultant retained; no option repricing; no hedging/pledging permitted .
Performance & Track Record (Company context)
| Year | ACAD TSR ($100 Investment) | Peer Group TSR ($100 Investment) | Net Income ($M) | Total Revenue ($M) |
|---|---|---|---|---|
| 2020 | 124.96 | 125.69 | (282) | 442 |
| 2021 | 54.56 | 124.89 | (168) | 484 |
| 2022 | 37.21 | 111.27 | (214) | 517 |
| 2023 | 73.19 | 115.42 | (61) | 726 |
| 2024 | 42.89 | 152.89 | 226 | 958 |
Selected achievements noted by ACAD: execution of multiple BD transactions in 2024, notably the exclusive worldwide license to ACP‑711 (positively factored into annual bonus outcomes) .
Compensation Structure Analysis
- Cash vs equity mix: For 2024, equity remains a substantial component (stock awards $881,810; option awards $843,803); cash compensation driven by base ($518,470) and performance bonus ($226,719) .
- Shift in equity vehicles: 2024 included PSU grants tied to relative TSR with capped payout at 150% of target (more performance‑contingent vs prior operating-goal PSUs) .
- Governance features: Independent consultant; no repricing; clawback policy updated in 2023; hedging/pledging prohibited; stock ownership guidelines enforced (2x salary) .
Vesting Schedules and Insider Selling Pressure
- RSUs: Typically vest 25% annually on each anniversary of grant; for the 3/25/2024 award, expected vest dates on or around 3/25/2025–2028, which can create periodic sellable supply upon vesting .
- Options: 25% after one year from grant, then monthly; 3/25/2024 options begin vesting 3/25/2025 and monthly thereafter; expirations 10 years from grant .
- Price‑based RSUs (11/17/2021) can accelerate upon stock price thresholds, creating potential earlier supply; specific thresholds not listed in the excerpt .
- 2024 realized activity: No option exercises; 64,615 RSUs/PSUs vested (value realized $1,089,866), indicating supply tied to vesting rather than option exercises in 2024 .
Equity Ownership & Alignment Policies
- Ownership multiple: 2× base salary for executive officers; retention requirement (50%) until compliance; unvested time‑based RSUs count; options and unearned PSUs do not .
- Hedging/pledging: Prohibited, reducing misalignment and margin‑call risk .
Employment Terms (Severance & CIC Economics)
| Scenario | Cash Multiple | Bonus Treatment | Equity Vesting | Health Benefits |
|---|---|---|---|---|
| Qualifying Termination (non‑CIC) | Base + target bonus; plus pro‑rata target bonus | Pro‑rata target bonus for the year | No accelerated vesting for CFO (only CEO/former CEO eligible) | COBRA 12 months for NEOs |
| CIC + Qualifying Termination (Double Trigger) | 1.5× (base + target bonus) | Pro‑rata target bonus | Full vesting; PSUs at 100% of target | COBRA 18 months |
Illustrative amounts as of 12/31/2024: Non‑CIC ≈ $1.1M; CIC cash ≈ $1.5M; CIC equity ≈ $2.3M .
Expertise & Qualifications
- Finance and transaction leadership spanning corporate finance, M&A, licensing and strategic collaborations across pharma and banking; Wharton finance degree .
- Role scope includes finance, accounting, investor relations, and business development at ACAD .
Investment Implications
- Alignment: Strong equity mix (options, RSUs, PSUs) with rigorous relative TSR PSU design and ownership/retention requirements; hedging/pledging bans reduce misalignment risk .
- Retention: Meaningful unvested equity (76,889 RSUs; 43,861 PSUs target; sizable unvested options) plus standard severance and CIC protections (1.5× cash multiple) support retention through multi‑year vesting cycles .
- Near‑term supply considerations: Annual RSU vesting dates (e.g., around 3/25 each year for 2024 grant) and any price‑triggered RSU acceleration from 11/17/2021 grant could contribute to episodic selling pressure upon vest events; no option exercises in 2024 suggest limited selling tied to options last year .
- Pay-for-performance: 2024 bonus at 87.4% of target reflects mixed execution (sales/profit beats; DAYBUE below; BD/R&D mixed), indicating a quantitative link between outcomes and cash pay. Shift to relative TSR PSUs increases external performance linkage and may sharpen focus on shareholder returns .
- Change-of-control dynamics: Double‑trigger equity vesting (100% of target for PSUs) and 1.5× cash multiple for the CFO create balanced protection without excessive payouts, limiting windfall risk while preserving management continuity in strategic scenarios .
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