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Share-Based Payments
12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Share-based Payments Share-Based Payments
Common Stock
The holders of the Company's common stock are entitled to one vote for each share of common stock held.
Equity Incentive Plan
The Company has adopted the Supernus Pharmaceuticals, Inc. 2021 Equity Incentive Plan (2021 Plan) which was approved by the stockholders in June 2021. The 2021 Plan is the successor and replaced the 2012 Equity Incentive Plan, as amended (the 2012 Plan). The 2021 Plan is administered by the Company's Board of Directors and the Company's Compensation Committee of the Board. The 2021 Plan provides for the grant of stock options and certain other equity awards, including: stock appreciation rights (SARs); restricted and unrestricted stock; stock units; performance awards; cash awards; and other awards that are convertible into or otherwise based on the Company's common stock, to the Company's key employees, directors, consultants, and advisors. The maximum number of shares that can be issued under the 2021 Plan shall not exceed 4,951,859 shares, which is the sum of (i) 2,000,000 shares and (ii) the approximately 2,951,859 shares that were available for grant under the 2012 Plan as of April 16, 2021. Option awards are granted with an exercise price equal to the closing price of the Company's common stock as of the grant date. Options and awards granted have a 10 year contractual term. Options and awards granted to employees, consultants and advisors generally vest in four equivalent annual installments, starting on the first anniversary of the grant's date. Options and awards granted to the directors generally vest over a one year term.
Employee Stock Purchase Plan
The Company has adopted the Supernus Pharmaceuticals, Inc. 2012 Employee Stock Purchase Plan, as amended (the ESPP). The ESPP allows eligible employees the opportunity to acquire shares of the Company's common stock at periodic intervals through accumulated payroll deductions. These deductions are applied at the semi-annual purchase dates of June 30 and December 31 to purchase shares of common stock at a discount. Eligible employees may purchase shares at the lower of 85% of the fair market value at either the first day of the purchase period or the fair market value at the end of the purchase period. The ESPP provides for the issuance of up to 1.7 million shares of the Company's common stock. The Company records compensation expense related to its ESPP.
Share-based Compensation
Share-based compensation expense is as follows (dollars in thousands):
 Years Ended December 31,
 202120202019
Research and development$2,403 $2,431 $2,599 
Selling, general and administrative15,507 14,130 12,247 
Total$17,910 $16,561 $14,846 
The fair value of each option award is estimated on the date of the grant, using the Black-Scholes option-pricing model and the assumptions in the following table:
 Years Ended December 31,
 202120202019
Fair value of common stock
$25.09 - $30.45
$21.13 - $23.99
$22.99 - $37.78
Expected volatility
60.62% - 61.80%
61.56% - 62.27%
61.36% - 63.28%
Dividend yield0%0%0%
Expected term
5.63 years - 6.56 years
5.72 years - 6.54 years
5.53 years - 6.18 years
Risk-free interest rate
0.72% - 1.30%
0.27% - 1.34%
1.69% - 2.55%
As of December 31, 2021, the total unrecognized compensation expense was approximately $23.8 million. The Company expects to prospectively recognize these expenses over a weighted-average period of 2.54 years.
Stock Option and Stock Appreciation Rights
The following table summarizes stock option and stock appreciation rights (SAR) activities:
 Number of
Options
Weighted-
Average
Exercise Price
Weighted-Average
Remaining
Contractual
Term (in years)
Aggregate
Intrinsic Value
(in thousands)
Outstanding , December 31, 20194,606,559 $23.06 6.66$27,716 
Granted1,370,225 $23.55 
Exercised(204,373)$11.47 
Forfeited(320,549)$29.09 
Outstanding, December 31, 20205,451,862 $23.26 6.28$29,877 
Granted1,055,525 $28.93 
Exercised(266,987)$18.47 
Forfeited(466,324)$27.74 
Outstanding, December 31, 20215,774,076 $24.15 5.95$41,530 
As of December 31, 2021
Vested and expected to vest5,774,076 $24.15 5.95$41,530 
Exercisable3,651,824 $21.29 4.53$37,196 
The weighted-average grant date fair value of options granted for the years ended December 31, 2021, 2020, and 2019 were $16.25, $13.44, and $21.50 per share, respectively.
The aggregate intrinsic value of shares exercised for the years ended December 31, 2021, 2020, and 2019 were $2.8 million, $2.3 million, and $2.4 million, respectively. Proceeds from the option exercise for the years ended December 31, 2020, 2019, and 2018 were $4.9 million, $2.3 million, $1.5 million, respectively.
The total fair value of the underlying common stock related to shares that vested during the years ended December 31, 2021, 2020, and 2019 were approximately $13.9 million, $14.1 million, and $10.8 million, respectively.
Restricted Stock Units
The following table summarizes restricted stock unit (RSU) activities:
Number of
RSUs
Weighted-
Average
Grant Date Fair Value per Share
Aggregate Intrinsic Value
(in thousands)
Aggregate Fair Value
(in thousands)
Nonvested, December 30, 2019— $— 
Granted26,055 $23.99 
Vested— $— $— $— 
Forfeited— $— 
Nonvested, December 31, 202026,055 $23.99 
Granted21,110 $29.61 
Vested(26,055)$23.99 $146.4 $625.1 
Forfeited— $— 
Nonvested, December 31, 202121,110 $29.61 
The RSUs generally vest one year from the date of grant.
As of December 31, 2021, the total unrecognized compensation expense was $0.1 million. The Company expects to prospectively recognize these expenses over a weighted-average period of 0.1 years.
Performance Stock Units
The following table summarizes performance share unit (PSU) activities:
Performance-Based UnitsMarket-Based UnitsTotal PSUs
Number of PSUsWeighted-
Average
Grant Date Fair Value per Share
Number of PSUsWeighted-
Average
Grant Date Fair Value per Share
Number of PSUsWeighted-
Average
Grant Date Fair Value per Share
Nonvested, December 31, 2019— — — — $— 
Granted31,250 $21.35 15,625 $23.41 46,875 $22.04 
Vested(31,250)$21.35 — $— (31,250)$21.35 
Forfeited— $— — $— — $— 
Nonvested, December 31, 2020— $— 15,625 $23.41 15,625 $23.41 
Granted95,000 $29.74 20,000 $28.63 115,000 $29.55 
Vested(40,000)$29.61 — $— (40,000)$29.61 
Forfeited(1,500)$30.45 — $— (1,500)$30.45 
Nonvested, December 31, 202153,500 $29.82 35,625 $26.34 89,125 $28.43 
The total fair value of PSUs that vested during the years ended December 31, 2021, 2020, and 2019 were $1.2 million, $0.7 million, and $0, respectively. The total intrinsic value of PSUs that vested during the years ended December 31, 2021, 2020, and 2019 were $0, $0.1 million, and $0, respectively.
Performance-Based Awards
The performance-based PSU awards require certain performance targets to be achieved in order to vest. Vesting is also subject to continued service requirements through the date that the achievement of the performance target is certified. As of December 31, 2021, the total unrecognized compensation expense was $0.7 million. The Company expects to prospectively recognize these expenses over a weighted-average period of 0.2 years. The total fair value of vested PSUs during the year ended December 31, 2021, was $1.2 million.
Market-Based Awards
The market-based PSU awards are subject to achievement of market-based performance targets in order to vest. There was no unrecognized compensation expense as of December 31, 2021. The Company used a Monte-Carlo Simulation to determine the fair value and expected term of the awards. The expected term of the awards granted in 2021 was 0.9 years.