Thomas Garner
ACADIA PHARMACEUTICALSAbout Thomas Garner
Thomas Garner, 49, is Executive Vice President and Chief Commercial Officer at Acadia Pharmaceuticals, serving since December 2024. He previously held senior commercial leadership roles at Bristol Myers Squibb and Lexicon Pharmaceuticals; he holds a BSc (Honors) from Royal Agricultural University (UK) and a General Management certification from INSEAD (France) . ACAD’s incentive design ties pay to measurable corporate goals (e.g., NUPLAZID net product sales, DAYBUE net product sales, profitability, R&D and business development) with 2024 annual incentives paying out at 87.4% of target for eligible executives; PSUs granted beginning in 2024 vest on relative TSR vs peers (50th percentile = 100% payout, 75th = 150%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lexicon Pharmaceuticals, Inc. | Senior Vice President & Chief Commercial Officer | Oct 2023–Dec 2024 | Led the company’s commercial function as CCO |
| Bristol Myers Squibb (BMS) | SVP & Head, U.S. Cardiovascular and Established Brands Business Unit | Aug 2022–Oct 2023 | Ran U.S. CV and established brands portfolio |
| Bristol Myers Squibb (BMS) | VP & U.S. Brand Lead, Camzyos (mavacamten) | Nov 2020–Aug 2022 | Led U.S. brand strategy for Camzyos |
External Roles
No external public-company directorships or committee roles are disclosed for Mr. Garner in ACAD’s 2025 proxy .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | 32,813 |
| Target Bonus % | N/A (not eligible in 2024) |
| Actual Bonus ($) | N/A (not eligible in 2024) |
| All Other Compensation ($) | 200,049 (includes $200,000 sign-on cash bonus) |
- Sign-on cash bonus: $200,000 paid at commencement in Dec 2024; full repayment required if employment terminates within 24 months due to Company Cause or Mr. Garner resignation other than for Good Reason .
Performance Compensation
2024 New-Hire Equity Grants
| Award Type | Grant Date | Number of Securities (#) | Exercise Price ($) | Vesting | Term | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Stock Options | 12/9/2024 | 235,849 | 18.76 | 25% after 1 year, then monthly installments | 10 years | 2,586,910 |
| RSUs | 12/9/2024 | 45,372 | N/A | Four equal annual installments | N/A | 851,179 |
- New-hire equity mix: 75% options and 25% RSUs for Mr. Garner .
- Target LTI value and delivered value: Target $3,000,000; actual grant-date fair value $3,438,089 .
Grant Timing and MNPI Disclosure (Item 402(x))
| Metric | Value |
|---|---|
| Number of securities (options) | 235,849 |
| Exercise price ($/sh) | 18.76 |
| Grant-date fair value (per option) ($) | 10.97 |
| % change in closing price around MNPI disclosure | (6.9%) |
- Grant occurred two business days before a Form 8-K filing; company states it does not time awards relative to MNPI .
Annual Incentive Program (Program context; Mr. Garner not eligible in 2024)
- 2024 corporate metrics included NUPLAZID net product sales (exceeded target), profitability (exceeded target), DAYBUE net product sales (below target), advanced and early R&D objectives, and business development (ACP-711 license) resulting in 87.4% of target payout for eligible executives; bonuses prorated for mid-year hires, and Mr. Garner was not eligible due to his late-2024 start .
- For 2024 PSUs, ACAD redesigned the framework to relative TSR vs peers: 25th percentile = 50%, 50th = 100%, 75th = 150% (straight-line interpolation) . New hires in 2024 (including Mr. Garner) received options/RSUs rather than PSUs .
Equity Ownership & Alignment
| Metric | Status |
|---|---|
| Beneficial ownership (shares) | — (none reported as of Measurement Date) |
| Ownership as % of outstanding | <1% (“*” in table indicates less than one percent) |
| Stock ownership guidelines | Other executive officers required to hold 2x base salary; owned shares and unvested time-based RSUs count; options and PSUs do not; five-year compliance window |
| Compliance status | All NEOs either in compliance or have time remaining to achieve guidelines |
| Hedging/Pledging | Prohibited: no short sales, options, hedging, margin purchases, or pledging of company stock |
Employment Terms
Severance Plan (non-CIC)
| Element | Terms |
|---|---|
| Trigger | Termination without Cause or, in certain cases, resignation for Good Reason |
| Cash severance | Base salary + target bonus; plus prorated target bonus for the year |
| COBRA | 12 months for NEOs other than CEO/former CEO |
| Equity acceleration | Only CEO/former CEO eligible; Mr. Garner not eligible for acceleration under Severance Plan |
| Estimated payout at 12/31/2024 | ~$1.1 million for Mr. Garner |
Change-in-Control (CIC) Plan (double-trigger)
| Element | Terms |
|---|---|
| Trigger | Qualifying termination up to 30 days prior to or within 18 months following a CIC; double trigger required |
| Cash severance | 1.5x base salary + target bonus (for Mr. Garner) |
| Bonus payout | Prorated target bonus for year of CIC |
| COBRA | 18 months |
| Equity acceleration | All unvested equity vests; performance awards deemed at 100% of target |
| Estimated cash payout at 12/31/2024 | ~$1.5 million for Mr. Garner |
| Estimated realized stock value at 12/31/2024 | ~$0.8 million for Mr. Garner |
- “Cause” and “Good Reason” are defined in the Severance and CIC Plans (including fraud, material violations, unauthorized disclosure, gross misconduct, sustained poor performance; and material diminution of duties, material salary reduction, significant relocation, or material Company breach) .
- Benefits require a general release and non-solicitation agreement; payments within 10 business days of an effective release .
Investment Implications
- Alignment and performance focus: New-hire package skewed to stock options (75%) with a 10-year term and market-priced strike; RSUs vest over four years. This structure drives long-term alignment while delivering retentive value from RSUs .
- Retention risk mitigants: Two-year sign-on bonus clawback for Cause or resignation without Good Reason, multi-year vesting on options/RSUs, and meaningful severance/CIC protections (1.5x under CIC; double-trigger) reduce near-term turnover risk, especially given his late-2024 start .
- Ownership and governance safeguards: Robust ownership guidelines (2x salary for executives), a clawback policy compliant with Nasdaq Rule 10D-1, and explicit prohibitions on hedging/pledging lower misalignment and governance risk signals .
- Trading signal watchpoints: With options struck at $18.76 from Dec 2024 and vesting commencing Dec 2025, monitor Section 16 filings for any 10b5-1 plan adoptions and upcoming vesting dates that could create incremental selling pressure; hedging/pledging are prohibited, reducing risk of forced sales .
- Pay-for-performance linkage: While Mr. Garner was not bonus-eligible for 2024, ACAD’s program ties payouts to objective product sales, profitability, R&D and BD outcomes and is transitioning PSUs to relative TSR—both supportive of future pay-performance alignment under his commercial leadership .