XML 14 R2.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Pay vs Performance Disclosure
pure in Millions
12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and our NEOs other than
our PEO (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Year
Summary
Compensation
Table Total
for Jack
Khattar
(1)
($)
Compensation
Actually
Paid to
Jack
Khattar
(1)(2)(3)
($)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs
(1)
($)
Average
Compensation
Actually
Paid to
Non-PEO
NEOs
(1)(2)(3)
($)
Value of Initial Fixed
$100 Investment
based on:
(4)
Net
Income
($ Millions)
Gross
Product
Sales
($ Millions)
(5)
Total
Shareholder
Return
(“TSR”)
($)
Peer
Group
TSR
($)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
2023
13,278,093 13,491,498 1,806,329 1,691,851 122.01 118.87 1.3 1,071
2022
10,012,717 11,056,323 1,167,214 1,433,071 150.38 113.65 60.7 1,181
2021
8,116,721 7,914,950 979,005 601,468 122.93 126.45 53.4 1,021
2020
6,669,046 6,134,966 1,204,624 939,602 106.07 126.42 127.0 951
1.   Jack Khattar was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
2020
2021
2022-2023
James P. Kelly
Timothy C. Dec
Timothy C. Dec
Stefan K.F. Schwabe, M.D., Ph.D.
Jonathan Rubin, MD
Jonathan Rubin, MD
Padmanabh P. Bhatt, Ph.D.
Padmanabh P. Bhatt, Ph.D.
Padmanabh P. Bhatt, Ph.D.
Gregory S. Patrick
Tami Martin, R.N., Esq.
Frank Mottola
Tami Martin, R.N., Esq.
James P. Kelly
2.   The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
3.   Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Inclusion of Equity Values column are set forth in the table further below.
Year
Summary
Compensation Table
Total for
Jack Khattar
($)
Exclusion of
Stock Awards and
Option Awards for
Jack Khattar
($)
Inclusion of
Equity Values for
Jack Khattar
($)
Compensation
Actually Paid
to Jack Khattar
($)
2023
13,278,093 (11,435,200) 11,648,605 13,491,498
Year
Average Summary
Compensation Table
Total for Non-PEO
NEOs
($)
Average Exclusion of
Stock Awards and
Option Awards for
Non-PEO NEOs
($)
Average Inclusion of
Equity Values for
Non-PEO NEOs
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs
($)
2023
1,806,329 (1,175,975) 1,061,497 1,691,851
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year
Year-End
Fair Value of
Equity
Awards
Granted
During Year
That
Remained
Unvested as
of Last Day of
Year for Jack
Khattar
($)
Change in
Fair Value
from Last Day
of Prior Year
to Last Day of
Year of
Unvested
Equity
Awards for
Jack Khattar
($)
Vesting-Date
Fair Value of
Equity
Awards
Granted
During Year
that Vested
During Year
for Jack
Khattar
($)
Change in
Fair Value
from Last Day
of Prior Year
to Vesting
Date of
Unvested
Equity
Awards that
Vested During
Year for Jack
Khattar
($)
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited
During Year
for Jack
Khattar
($)
Total −
Inclusion
of
Equity
Values
for Jack
Khattar
($)
2023
6,566,381 1,956,489 1,012,900 2,112,835 11,648,605
Year
Average
Year-End
Fair Value of
Equity
Awards
Granted
During Year
That
Remained
Unvested as of
Last Day of
Year for
Non-PEO
NEOs
($)
Average
Change in
Fair Value
from Last Day
of Prior Year
to Last Day of
Year of
Unvested
Equity
Awards for
Non-PEO
NEOs
($)
Average
Vesting-Date
Fair Value of
Equity
Awards
Granted
During Year
that Vested
During Year
for Non-PEO
NEOs
($)
Average
Change in
Fair Value
from Last Day
of Prior Year
to Vesting
Date of
Unvested
Equity
Awards that
Vested During
Year for
Non-PEO
NEOs
($)
Average
Fair
Value at Last
Day of Prior
Year of Equity
Awards
Forfeited
During Year
for Non-PEO
NEOs
($)
Total −
Average
Inclusion
of
Equity
Values
for Non-PEO
NEOs
($)
2023
708,219 346,240 21,753 (14,715) 1,061,497
4.   The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Nasdaq Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. Cumulative TSR is calculated by dividing (i) the sum of (a) the cumulative amount of any dividends for the measurement period and (b) the change in the company’s share price during the measurement period by (ii) the share price at the beginning of the measurement period. This assumes dividend reinvestment.
5.   We determined Gross Product Sales to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023 and 2022. This performance measure may not have been the most important financial performance measure for years prior and we may determine a different financial performance measure to be the most important financial performance measure in future years.
     
Company Selected Measure Name Gross Product Sales      
Named Executive Officers, Footnote
1.   Jack Khattar was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
2020
2021
2022-2023
James P. Kelly
Timothy C. Dec
Timothy C. Dec
Stefan K.F. Schwabe, M.D., Ph.D.
Jonathan Rubin, MD
Jonathan Rubin, MD
Padmanabh P. Bhatt, Ph.D.
Padmanabh P. Bhatt, Ph.D.
Padmanabh P. Bhatt, Ph.D.
Gregory S. Patrick
Tami Martin, R.N., Esq.
Frank Mottola
Tami Martin, R.N., Esq.
James P. Kelly
     
Peer Group Issuers, Footnote
4.   The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Nasdaq Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. Cumulative TSR is calculated by dividing (i) the sum of (a) the cumulative amount of any dividends for the measurement period and (b) the change in the company’s share price during the measurement period by (ii) the share price at the beginning of the measurement period. This assumes dividend reinvestment.
     
PEO Total Compensation Amount $ 13,278,093 $ 10,012,717 $ 8,116,721 $ 6,669,046
PEO Actually Paid Compensation Amount $ 13,491,498 11,056,323 7,914,950 6,134,966
Adjustment To PEO Compensation, Footnote
3.   Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Inclusion of Equity Values column are set forth in the table further below.
Year
Summary
Compensation Table
Total for
Jack Khattar
($)
Exclusion of
Stock Awards and
Option Awards for
Jack Khattar
($)
Inclusion of
Equity Values for
Jack Khattar
($)
Compensation
Actually Paid
to Jack Khattar
($)
2023
13,278,093 (11,435,200) 11,648,605 13,491,498
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year
Year-End
Fair Value of
Equity
Awards
Granted
During Year
That
Remained
Unvested as
of Last Day of
Year for Jack
Khattar
($)
Change in
Fair Value
from Last Day
of Prior Year
to Last Day of
Year of
Unvested
Equity
Awards for
Jack Khattar
($)
Vesting-Date
Fair Value of
Equity
Awards
Granted
During Year
that Vested
During Year
for Jack
Khattar
($)
Change in
Fair Value
from Last Day
of Prior Year
to Vesting
Date of
Unvested
Equity
Awards that
Vested During
Year for Jack
Khattar
($)
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited
During Year
for Jack
Khattar
($)
Total −
Inclusion
of
Equity
Values
for Jack
Khattar
($)
2023
6,566,381 1,956,489 1,012,900 2,112,835 11,648,605
     
Non-PEO NEO Average Total Compensation Amount $ 1,806,329 1,167,214 979,005 1,204,624
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,691,851 1,433,071 601,468 939,602
Adjustment to Non-PEO NEO Compensation Footnote
3.   Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Inclusion of Equity Values column are set forth in the table further below.
Year
Average Summary
Compensation Table
Total for Non-PEO
NEOs
($)
Average Exclusion of
Stock Awards and
Option Awards for
Non-PEO NEOs
($)
Average Inclusion of
Equity Values for
Non-PEO NEOs
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs
($)
2023
1,806,329 (1,175,975) 1,061,497 1,691,851
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year
Average
Year-End
Fair Value of
Equity
Awards
Granted
During Year
That
Remained
Unvested as of
Last Day of
Year for
Non-PEO
NEOs
($)
Average
Change in
Fair Value
from Last Day
of Prior Year
to Last Day of
Year of
Unvested
Equity
Awards for
Non-PEO
NEOs
($)
Average
Vesting-Date
Fair Value of
Equity
Awards
Granted
During Year
that Vested
During Year
for Non-PEO
NEOs
($)
Average
Change in
Fair Value
from Last Day
of Prior Year
to Vesting
Date of
Unvested
Equity
Awards that
Vested During
Year for
Non-PEO
NEOs
($)
Average
Fair
Value at Last
Day of Prior
Year of Equity
Awards
Forfeited
During Year
for Non-PEO
NEOs
($)
Total −
Average
Inclusion
of
Equity
Values
for Non-PEO
NEOs
($)
2023
708,219 346,240 21,753 (14,715) 1,061,497
     
Compensation Actually Paid vs. Total Shareholder Return
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the Nasdaq Biotechnology Index TSR over the same period.
[MISSING IMAGE: bc_companytsr-4c.jpg]
     
Compensation Actually Paid vs. Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years.
[MISSING IMAGE: bc_netincome-4c.jpg]
Net Income included in the preceding chart is calculated in accordance with GAAP (Generally Accepted Accounting Principles). During 2021, 2022 and 2023, the Company accrued amortization
expenses for intangible assets of $30.0 million, $82.6 million and $82.4 million, respectively. The level of amortization of intangible assets increased during 2021 and increased further in 2022 primarily due to the amortization of definitive-lived intangible assets acquired in the US WorldMeds and Adamas acquisitions.
     
Compensation Actually Paid vs. Company Selected Measure
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Gross Product Sales
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Gross Product Sales during the four most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid
Versus Gross Product Sales
[MISSING IMAGE: bc_productsales-4c.jpg]
     
Total Shareholder Return Vs Peer Group
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the Nasdaq Biotechnology Index TSR over the same period.
[MISSING IMAGE: bc_companytsr-4c.jpg]
     
Tabular List, Table
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023 to Company performance. The measures in this table are not ranked.
Gross Product Sales
Operating Income
     
Total Shareholder Return Amount $ 122.01 150.38 122.93 106.07
Peer Group Total Shareholder Return Amount 118.87 113.65 126.45 126.42
Net Income (Loss) $ 1,300,000 $ 60,700,000 $ 53,400,000 $ 127,000,000
Company Selected Measure Amount 1,071 1,181 1,021 951
PEO Name Jack Khattar      
Measure:: 1        
Pay vs Performance Disclosure        
Name Gross Product Sales      
Non-GAAP Measure Description
5.   We determined Gross Product Sales to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023 and 2022. This performance measure may not have been the most important financial performance measure for years prior and we may determine a different financial performance measure to be the most important financial performance measure in future years.
     
Measure:: 2        
Pay vs Performance Disclosure        
Name Operating Income      
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (11,435,200)      
PEO | Total Equity Awards Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 11,648,605      
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 6,566,381      
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,956,489      
PEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,012,900      
PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,112,835      
PEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,175,975)      
Non-PEO NEO | Total Equity Awards Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,061,497      
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 708,219      
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 346,240      
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 21,753      
Non-PEO NEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (14,715)