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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay versus Performance Disclosure

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 and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding “Compensation Actually Paid,” as determined under SEC rules, for our principal executive officer (“PEO”) and Non-PEO NEOs as a group and Company financial 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 Douglas S. Ingram(1) ($)		Compensation Actually Paid to Douglas S. Ingram(1)˒(2)˒(3) ($)			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 $100 Investment based on:(4)				Net Income (Loss)(5) ($ Thousand)			Net Produect revenues(6) ($ Thousand)
											TSR ($)		Peer Group TSR ($)
2023		1,661,338		(34,570,955	)		3,630,883		1,866,727			74.73		115.42		(535,977	)		1,144,876
2022		124,938,694		162,924,862			4,613,363		6,814,238			100.42		111.27		(703,488	)		843,769
2021		1,546,324		(304,803,195	)		6,273,896		(584,551	)		69.78		124.89		(418,780	)		612,401
2020		1,291,947		126,091,104			3,842,309		3,910,485			132.12		125.69		(554,128	)		455,865

(1)

Douglas S. Ingram was our PEO for each year presented. The individuals comprising the Non-PEO named executive officers for each year presented are listed below.


2023	2022	2021	2020
Ian M. Estepan	Ian M. Estepan	Ian M. Estepan	Ian M. Estepan
Louise Rodino-Klapac, Ph.D.	Louise Rodino-Klapac, Ph.D.	Louise Rodino-Klapac, Ph.D.	Gilmore O’Neill, M.B., M.M.Sc.
Ryan Brown	Ryan Brown	William Ciambrone	William Ciambrone
Bilal Arif	William Ciambrone	Ryan Brown	Louise Rodino-Klapac, Ph.D.
—	—	Gilmore O’Neill, M.B., M.M.Sc.	Joseph Bratica
—	—	—	Sandesh Mahatme
—	—	—	David Tyronne Howton, Jr.

(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.


Year	Summary Compensation Table Total for Douglas S. Ingram ($)		Exclusion of Stock Awards and Option Awards for Douglas S. Ingram ($)			Inclusion of Equity Values for Douglas S. Ingram ($)			Compensation Actually Paid to Douglas S. Ingram ($)
2023		1,661,338	—				(36,232,292	)		(34,570,955	)
2022		124,938,694		(123,314,818	)		161,300,986			162,924,862
2021		1,546,324	—				(306,349,519	)		(304,803,195	)
2020		1,291,947	—				124,799,157			126,091,104


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		3,630,883		(2,690,864	)		926,708			1,866,727
2022		4,613,363		(3,702,434	)		5,903,309			6,814,238
2021		6,273,896		(5,287,679	)		(1,570,768	)		(584,551	)
2020		3,842,309		(3,180,107	)		3,248,283			3,910,485

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:


	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Douglas S. Ingram ($)	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Douglas S. Ingram ($)			Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Douglas S. Ingram ($)	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Douglas S. Ingram ($)			Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Douglas S. Ingram ($)	Total - Inclusion of Equity Values for Douglas S. Ingram ($)
2023	—		(55,743,548	)	—		19,511,256		—		(36,232,292	)
2022	—		103,710,486		—		57,590,500		—		161,300,986
2021	—		(302,577,000	)	—		(3,772,519	)	—		(306,349,519	)
2020	—		121,327,719		—		3,471,438		—		124,799,157


	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		3,003,475		(1,779,126	)	—		(297,641	)	—				926,708
2022		4,644,883		1,766,504		—		30,999			(539,077	)		5,903,309
2021		4,015,070		(2,320,914	)	—		(2,427,761	)		(837,163	)		(1,570,768	)
2020		3,735,499		899,771		—		(126,863	)		(1,260,124	)		3,248,283

(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.

(5)

The amounts reported represent net income (loss) of the Company reported in our Annual Report on Form 10-K for the applicable fiscal year.

(6)

We determined Net Product Revenues 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. This performance measure was also the most important financial performance measure for 2022 but may not have

been so for years prior to 2022 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

Company Selected Measure Name

Net Produect revenues

Named Executive Officers, Footnote

(1)

Douglas S. Ingram was our PEO for each year presented. The individuals comprising the Non-PEO named executive officers for each year presented are listed below.


2023	2022	2021	2020
Ian M. Estepan	Ian M. Estepan	Ian M. Estepan	Ian M. Estepan
Louise Rodino-Klapac, Ph.D.	Louise Rodino-Klapac, Ph.D.	Louise Rodino-Klapac, Ph.D.	Gilmore O’Neill, M.B., M.M.Sc.
Ryan Brown	Ryan Brown	William Ciambrone	William Ciambrone
Bilal Arif	William Ciambrone	Ryan Brown	Louise Rodino-Klapac, Ph.D.
—	—	Gilmore O’Neill, M.B., M.M.Sc.	Joseph Bratica
—	—	—	Sandesh Mahatme
—	—	—	David Tyronne Howton, Jr.

Peer Group Issuers, Footnote

(4)

(5)

The amounts reported represent net income (loss) of the Company reported in our Annual Report on Form 10-K for the applicable fiscal year.

PEO Total Compensation Amount

$ 1,661,338

$ 124,938,694

$ 1,546,324

$ 1,291,947

PEO Actually Paid Compensation Amount

$ (34,570,955)

162,924,862

(304,803,195)

126,091,104

Adjustment To PEO Compensation, Footnote

(3)


Year	Summary Compensation Table Total for Douglas S. Ingram ($)		Exclusion of Stock Awards and Option Awards for Douglas S. Ingram ($)			Inclusion of Equity Values for Douglas S. Ingram ($)			Compensation Actually Paid to Douglas S. Ingram ($)
2023		1,661,338	—				(36,232,292	)		(34,570,955	)
2022		124,938,694		(123,314,818	)		161,300,986			162,924,862
2021		1,546,324	—				(306,349,519	)		(304,803,195	)
2020		1,291,947	—				124,799,157			126,091,104

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:


	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Douglas S. Ingram ($)	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Douglas S. Ingram ($)			Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Douglas S. Ingram ($)	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Douglas S. Ingram ($)			Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Douglas S. Ingram ($)	Total - Inclusion of Equity Values for Douglas S. Ingram ($)
2023	—		(55,743,548	)	—		19,511,256		—		(36,232,292	)
2022	—		103,710,486		—		57,590,500		—		161,300,986
2021	—		(302,577,000	)	—		(3,772,519	)	—		(306,349,519	)
2020	—		121,327,719		—		3,471,438		—		124,799,157

Non-PEO NEO Average Total Compensation Amount

$ 3,630,883

4,613,363

6,273,896

3,842,309

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,866,727

6,814,238

(584,551)

3,910,485

Adjustment to Non-PEO NEO Compensation Footnote

(3)


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		3,630,883		(2,690,864	)		926,708			1,866,727
2022		4,613,363		(3,702,434	)		5,903,309			6,814,238
2021		6,273,896		(5,287,679	)		(1,570,768	)		(584,551	)
2020		3,842,309		(3,180,107	)		3,248,283			3,910,485


	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		3,003,475		(1,779,126	)	—		(297,641	)	—				926,708
2022		4,644,883		1,766,504		—		30,999			(539,077	)		5,903,309
2021		4,015,070		(2,320,914	)	—		(2,427,761	)		(837,163	)		(1,570,768	)
2020		3,735,499		899,771		—		(126,863	)		(1,260,124	)		3,248,283

Compensation Actually Paid vs. Total Shareholder Return

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and 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.

Compensation Actually Paid vs. Net Income

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss)

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 Loss during the four most recently completed fiscal years.

Compensation Actually Paid vs. Company Selected Measure

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Product Revenues

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 Net Product Revenues during the four most recently completed fiscal years.

Tabular List, Table

Tabular List of Most Important Financial Performance Measures

The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023 to Company performance. We break out this table into two lists—one for our PEO and one for our Non-PEO NEOs. The measures in this table are not ranked. Please refer to the Compensation Discussion and Analysis for detailed information about how we link executive compensation to performance.


PEO		Non-PEO NEOs
Net Product Revenues		Net Product Revenues
Stock Price

Total Shareholder Return Amount

$ 74.73

100.42

69.78

132.12

Peer Group Total Shareholder Return Amount

115.42

111.27

124.89

125.69

Net Income (Loss)

$ (535,977,000)

$ (703,488,000)

$ (418,780,000)

$ (554,128,000)

Company Selected Measure Amount

1,144,876,000

843,769,000

612,401,000

455,865,000

PEO Name

Douglas S. Ingram

Measure:: 1

Pay vs Performance Disclosure

Non-GAAP Measure Description

(6)

been so for years prior to 2022 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

PEO | Measure:: 1

Pay vs Performance Disclosure

Name

Net Product Revenues

PEO | Measure:: 2

Pay vs Performance Disclosure

Name

Stock Price

PEO | Adjustment to Compensation Exclusion of Stock Awards and Option Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 0