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Share-Based Payments
12 Months Ended
Dec. 31, 2023
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 to, 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 1,700,000 shares of the Company's common stock. The Company records compensation expense related to its ESPP.
Share-based compensation expense is as follows (dollars in thousands):
 Years Ended December 31,
 202320222021
Research and development$4,743 $2,922 $2,403 
Selling, general and administrative22,016 14,646 15,507 
Total$26,759 $17,568 $17,910 
Stock Option and Stock Appreciation Rights
The following table summarizes stock option and stock appreciation rights (SAR) activities:
Number of
Options & SARs
Weighted
Average
Exercise Price
(per share)
Weighted
Average
Remaining
Contractual
Term (in years)
Aggregate
Intrinsic Value
(in thousands)
Outstanding, December 31, 20215,774,076 $24.15 5.95$41,530 
Granted1,103,635 $32.12 
Exercised(817,919)$12.77 
Forfeited(262,223)$30.42 
Outstanding, December 31, 20225,797,569 $26.99 6.11$53,650 
Granted1,204,643 $37.78 
Exercised(258,154)$16.70 
Forfeited(160,236)$33.48 
Outstanding, December 31, 20236,583,822 $29.20 5.90$23,668 
As of December 31, 2023
Vested and expected to vest6,583,822 $29.20 5.90$23,668 
Exercisable4,110,537 $26.58 4.43$22,305 
The weighted-average grant date fair value of options granted for the years ended December 31, 2023, 2022, and 2021 were $21.3 million, $18.1 million, and $16.3 million per share, respectively.
The aggregate intrinsic value of shares exercised for the years ended December 31, 2023, 2022, and 2021 were $5.1 million, $16.3 million, and $2.8 million, respectively. Proceeds from the options exercised for the years ended December 31, 2023, 2022, and 2021 were $4.3 million, $10.4 million, and $4.9 million, respectively.
The total fair value of the underlying common stock related to shares that vested during the years ended December 31, 2023, 2022, and 2021 were approximately $14.8 million, $13.9 million, and $13.9 million, respectively.
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,
202320222021
Fair value of common stock
$27.66 - $38.60
$28.93 - $35.23
$25.09 - $30.45
Expected volatility
56.87% - 58.22%
58.71% - 60.15%
60.62% - 61.8%
Dividend yield0%0%0%
Expected term
5.60 years - 7.03 years
5.58 years - 6.72 years
5.63 years - 6.56 years
Risk-free interest rate
3.27% - 4.33%
1.87% - 3.70%
0.72% - 1.3%
As of December 31, 2023, the total unrecognized compensation expense was approximately $34.1 million. The Company expects to prospectively recognize these expenses over a weighted-average period of 2.7 years.
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 31, 202121,110 $29.61 
Granted134,460 $32.17 
Vested(21,110)$29.61 $69.5 $625.1 
Forfeited(2,500)$32.20 
Nonvested, December 31, 2022131,960 $32.17 
Granted227,980 $38.60 
Vested(47,049)$32.18 $1,814.3 $1,514.0 
Forfeited(12,750)$35.68 
Nonvested, December 31, 2023300,141 $36.90 
As of December 31, 2023, the total unrecognized compensation expense was $8.0 million. The Company expects to prospectively recognize these expenses over a weighted-average period of 2.9 years.
Performance Stock Units
The following table summarizes performance share unit (PSU) activities:
Performance-Based PSUsMarket-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, 202153,500 $29.82 35,625 $26.34 89,125 $28.43 
Granted155,000 $28.93 — $— 155,000 $28.93 
Vested(22,250)$29.69 (15,625)$23.41 (37,875)$27.10 
Forfeited(4,500)$29.94 — $— (4,500)$29.94 
Nonvested, December 31, 2022181,750 $29.07 20,000 $28.63 201,750 $29.03 
Granted205,000 $34.00 — $— 205,000 $34.00 
Vested(132,120)$30.72 — $— (132,120)$30.72 
Forfeited(3,000)$28.93 — $— (3,000)$28.93 
Nonvested, December 31, 2023251,630 $32.22 20,000 $28.63 271,630 $31.96 
The total fair value of PSUs that vested during the years ended December 31, 2023, 2022, and 2021 were $4.1 million, $1.0 million, and $1.2 million, respectively. The total intrinsic value of PSUs vested during the years ended December 31, 2023, 2022, and 2021 were $0.5 million, $0.2 million, and $0.0 million, 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 of achievement of the performance target is certified. As of December 31, 2023, the total unrecognized compensation expense was $4.2 million. The Company expects to prospectively recognize these expenses over a weighted-average period of 1.2 years.
Market-Based Awards
The market-based PSU awards are subject to achievement of market-based performance targets in order to vest. The Company used a Monte-Carlo Simulation to determine the fair value and expected term of the awards as of grant date. There was no unrecognized compensation expense as of December 31, 2023. The expected term of the awards granted in 2021 was 0.9 years.