DEF 14A of Harmony Biosciences Holdings, Inc.
Filed Apr 4, 2025 · FY20240001140361-25-012336
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees The nominating and corporate governance committee, in recommending director candidates for election to the board of directors, and the board of directors, in nominating director candidates, considers candidates who have a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments. In evaluating director candidates, the nominating and corporate governance committee and the board of directors may also consider the following criteria as well as any other factor that they deem to be relevant:
Considerations in Evaluating Director Nominees
| • | the candidate’s experience in corporate management, such as serving as an officer or former officer of a publicly held company; |
Considerations in Evaluating Director Nominees
| • | the candidate’s experience as a board member of another publicly held company; |
Considerations in Evaluating Director Nominees
| • | the candidate’s professional and academic experience relevant to the Company’s industry; |
Considerations in Evaluating Director Nominees
| • | the strength of the candidate’s leadership skills; |
Considerations in Evaluating Director Nominees
| • | the candidate’s experience in finance and accounting and / or executive compensation practices; |
Considerations in Evaluating Director Nominees
| • | whether the candidate has the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable; and |
Considerations in Evaluating Director Nominees
| • | the candidate’s geographic background, gender, age and ethnicity. |
Considerations in Evaluating Director Nominees
In addition, the board of directors will consider whether there are potential conflicts of interest with the candidate’s other personal and professional pursuits. The board of directors monitors the mix of specific experience, qualifications and skills of its directors in order to assure that it, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure.
Nominees for Director
Nominees for Director
Nominees for Director
| JUAN A. SABATER President of Valor Management LLC Director since 2017 Age 60 Committees: Nominating and Corporate Governance Committee (Chair) Juan A. Sabater has served on our board of directors since 2017. Mr. Sabater has served in various roles at Valor since 2010, most recently as Partner and Co-President. Prior to joining Valor, Mr. Sabater was a Managing Director of Goldman Sachs & Co. in their Investment Banking Division, from 1998 to 2006. He also currently serves on the board of several private companies and organizations including The Frick Collection and Lenox Hill Neighborhood House in New York City. Mr. Sabater currently serves as the Co-Chairman of Augeo Affinity Marketing, Inc. and on the Financial Oversight & Management Board for Puerto Rico. He previously served on the Board of Visitors of the United States Military Academy. He received an A.B. in history from Princeton University and a J.D. from Stanford Law School. Mr. Sabater was also a former officer in the U.S. Army Reserve. We believe that Mr. Sabater is qualified to serve on our board of directors due to his expansive skillset including his management experience with a nationally recognized private equity firm and an investment banking company, along with his demonstrated business acumen. |
Nominees for Director
| GARY SENDER Former Chief Financial Officer of Nabriva Therapeutics Director since 2020 Age 63 Committees: Audit Committee (Chair and Audit Committee Financial Expert), Compensation Committee Gary Sender has served as a member of our board of directors since August 2020. Mr. Sender served as Chief Financial Officer of Nabriva Therapeutics plc, or Nabriva, a publicly traded biopharmaceutical company engaged in the commercialization and development of innovative anti-infective agents to treat serious infections, from May 2016 to March 2021. Prior to joining Nabriva, Mr. Sender served as Chief Financial Officer and Executive Vice President at Synergy Pharmaceuticals Inc., or Synergy, a publicly traded biopharmaceutical company, from November 2015 to April 2016. Prior to joining Synergy, from August 2009 to June 2015, Mr. Sender served as Senior Vice President, Finance at Shire plc, or Shire, a biopharmaceutical company since acquired by Takeda Pharmaceutical Company Limited, supporting its Specialty Pharmaceuticals business and subsequently its Global Commercial businesses. Prior to joining Shire, Mr. Sender served as founding Chief Financial Officer of Tengion, Inc., a regenerative medicine company, from August 2004 to July 2009. Mr. Sender also spent over 15 years in several leadership roles within Merck & Co., Inc., a publicly traded pharmaceutical company. Mr. Sender currently serves on the board of Schrödinger, Inc. and is the Chairman of their Audit and Compensation Committees. Mr. Sender also currently serves on the board of iBio, a publicly traded life sciences company, as Chairman of their Compensation Committee and Chairman of their Audit Committee. Mr. Sender received a B.S. in Finance from Boston University and an M.B.A. from Carnegie-Mellon University. We believe that Mr. Sender is qualified to serve on our board of directors because of his extensive finance and life sciences industry experience, as well as his demonstrated business acumen. |
Nominees for Director
| LINDA SZYPER Former Chief Operating Officer of McCann Health Director since 2021 Age 59 Committees: Nominating and Corporate Governance Committee Linda Szyper has served on our board of directors since November 2021. Ms. Szyper currently serves as an independent life sciences consultant. Previously, she served as the Chief Operating Officer of McCann Health, a global healthcare communications company, from January 2018 to October 2021. Prior to joining McCann Health, Ms. Szyper served as the Chief Commercial Officer of Circassia, a publicly traded biotechnology and medical device company headquartered in the United Kingdom, from October 2014 to March 2017, and as the Chief Development Officer of Publicis Healthcare Communications Group, a healthcare communications network, from January 2008 to October 2014. Ms. Syzper served on the board of Neos Therapeutics, a public pharmaceutical company, from March 2018 to March 2021. Ms. Szyper was selected to the Board because of her extensive experience in pharmaceutical marketing, medical communications, consumer health and payer and patient engagement, and we believe she will bring valuable experience and insight to the Board. |
Continuing Directors
Continuing Directors
Continuing Directors
| JEFFREY S. ARONIN Chairman and Chief Executive Officer of Paragon Biosciences and Founder of Harmony Director since 2017 Age 57 Committees: None Jeffrey S. Aronin founded Harmony and has served on our board of directors since October 2017, and as Non-Executive Chairman since April 2023. Mr. Aronin previously served as Executive Chairman from January 2023 to April 2023, and as Non-executive Chairman from October 2017 to January 2023. In June 2017, Mr. Aronin founded Paragon Biosciences which he leads as Chairman and Chief Executive Officer. Paragon Biosciences is a life science innovator that invests in, builds, and advises a portfolio of bioscience companies. In addition to serving on our board, Mr. Aronin serves on the boards of other Paragon privately-held portfolio companies, including Evozyne, Inc., which uses generative AI to engineer novel proteins, Castle Creek Biosciences, Inc., which is dedicated to rare genetic dermatology, Emalex Biosciences Inc., which is dedicated to treating neurological conditions, and CIRC Biosciences, Inc., a regenerative medicine biotechnology company. From January 2011 to May 2017, Mr. Aronin was the Chairman and Chief Executive Officer of Marathon Pharmaceuticals, LLC, a private research-based biopharmaceutical company that developed drugs for rare diseases, which was subsequently acquired by PTC Therapeutics. Prior to that, Mr. Aronin founded Ovation Pharmaceuticals, Inc., or Ovation, where he served as President and Chief Executive Officer from 2000 to 2009. After Lundbeck A/S acquired Ovation in 2009, Mr. Aronin served as Chief Executive Officer of Lundbeck Inc. until 2011. Mr. Aronin previously served on the public board of directors of Discover Financial Services, Inc. from 2008 until 2024. Mr. Aronin also currently serves on the boards of several non-profit organizations including The Aspen Institute and MATTER, which Aronin founded to support life science innovation. Mr. Aronin received a B.S. in marketing from Northern Illinois University and an M.B.A. from DePaul University. We believe that Mr. Aronin is qualified to serve on our board of directors due to his vast skills and experience in biopharmaceutical strategy, innovation, business development, commercialization, lifecycle management, capital structure and finance. |
Continuing Directors
| R. MARK GRAF Former Chief Financial Officer of Discover Financial Services Director since 2020 Age 60 Committees: Audit Committee R. Mark Graf has served as a member of our board of directors since November 2020. Mr. Graf served as Chief Financial Officer of Discover Financial Services, a publicly traded financial services company, from April 2011 to September 2019. Prior to joining Discover, he served as an Investment Advisor at Aquiline Capital Partners from 2008 to 2011 and a Partner at Barrett Ellman Stoddard Capital Partners from 2006 to 2008. Mr. Graf served as Chief Financial Officer of Fifth Third Bancorp from 2004 to 2006, and was its Corporate Treasurer from 2001 to 2004. He also served in various roles at AmSouth Bancorporation from 1994 to 2001. Mr. Graf previously served on the board of directors of BNC Bancorp, formerly a publicly traded bank holding company, from 2010 to 2011 and currently serves on the board of directors of Marqeta, Inc. and Signet Jewelers Limited. Mr. Graf was selected to the Board because of his extensive business, capital analysis, risk management and financial management expertise, and we believe he will bring valuable experience and insight to the Board. |
Continuing Directors
| JEFFREY M. DAYNO, M.D. President and Chief Executive Officer of Harmony Director since 2023 Age 67 Committees: None Dr. Dayno’s business background information is set forth under “Executive Officers” below. |
Continuing Directors
| ANTONIO GRACIAS Chief Executive Officer and Chief Investment Officer of Valor Management LLC Director since 2017 Age 54 Committees: Compensation Committee (Chair) Antonio J. Gracias has served on our board of directors since September 2017. Since September 2001, Mr. Gracias has been Chief Executive Officer and Chief Investment Officer of Valor Management LLC, or Valor, a private equity firm. Mr. Gracias has served as a director of Castle Creek Pharmaceuticals since September 2018. He also served as a director of Marathon Pharmaceuticals, LLC from November 2013 until its acquisition by PTC Therapeutics in May 2017, and SolarCity Corporation from 2012 to 2016. Mr. Gracias served on the board of directors of Tesla, Inc. from 2007 to 2021, including as Lead Independent Director from September 2010 to April 2019. Mr. Gracias also serves as director of SpaceX. He has over 20 years of experience investing in a variety of sectors including private equity, public equity, and real estate transactions. Mr. Gracias received a joint B.S. / M.S.F.S. degree in international finance and economics from Georgetown University School of Foreign Service and a J.D. from the University of Chicago Law School. We believe that Mr. Gracias is qualified to serve on our board of directors due to his skills and experience in investment strategy, portfolio company management and improvement, and finance in several industries, including pharmaceuticals and healthcare. |
Continuing Directors
| ANDREAS WICKI, PH.D. Chief Executive Officer of HBM Healthcare Investments AG Director since 2017 Age 66 Committees: Audit Committee, Compensation Committee Andreas Wicki, Ph.D., has served on our board of directors since September 2017. Dr. Wicki has served as Chief Executive Officer of HBM Healthcare Investments AG (formerly HBM BioVentures AG) since July 2001. From 1998 to 2001, Dr. Wicki was the Senior Vice President of the European Analytical Operations at MDS Inc. From 1990 to 1998, he was co-owner and Chief Executive Officer of ANAWA Laboratorien AG and Clinserve AG, two life sciences contract research companies. Dr. Wicki currently serves on the board of directors of Buchler GmbH, HBM Healthcare Investments (Cayman) Ltd., HBM BioCapital Ltd., Viela Bio, Inc., a public clinical-stage biotechnology company, and Vitaeris, Inc., a private clinical-stage biopharmaceutical company. Dr. Wicki previously served on the board of Pacira BioSciences, Inc., a public pharmaceutical company from 2006 until January 2025. Dr. Wicki is a life sciences entrepreneur and investor with over 20 years of experience in the pharmaceutical and biotechnology industries. Dr. Wicki holds an M.Sc. and Ph.D. in chemistry from the University of Bern, Switzerland. We believe Dr. Wicki is qualified to serve on our board of directors due to his extensive experience with pharmaceutical companies, his financial expertise and his years of experience providing strategic and advisory services to pharmaceutical and biotechnology organizations. |
Continuing Directors
| PETER ANASTASIOU Chief Executive Officer of Capsida Biotherapeutics Director since 2023 Age 54 Committees: Compensation Committee Peter Anastasiou has served on our board of directors since November 2023. Mr. Anastasiou has served as Chief Executive Officer and as a member of the board of directors of Capsida Biotherapeutics, a next-generation integrated gene therapy company, since January 2022. Prior to Capsida, from November 2009 to December 2021, Mr. Anastasiou served in various roles at Lundbeck, a pharmaceutical company publicly traded on the Copenhagen Stock Exchange, including most recently as Executive Vice President and President of North America, and prior to that as Chief Commercial Officer for the U.S. and Vice President and General Manager for Psychiatry. In addition, he served as a member of the board of directors of Lundbeck from January 2016 to December 2021. Mr. Anastasiou currently serves on the Global Advisory Board of the Healthcare Businesswomen’s Association and has previously served on the boards of several private organizations, including the Pharmaceutical Research and Manufacturers Association (PhRMA), Kids Above All and Bear Necessities Pediatric Cancer Foundation. Mr. Anastasiou received a B.A. in Economics and Management from Albion College and an M.B.A. from Kelley School of Business, Indiana University. We believe that Mr. Anastasiou is qualified to serve on our Board because of his extensive experience in the life sciences industry developing and leading multifaceted biotechnology organizations, as well as his demonstrated business acumen. |
Continuing Directors
| RON PHILIP Chief Executive Officer of Orbital Therapeutics Director since 2025 Age 51 Committees (Effective April 7, 2025): Audit Committee, Nominating and Corporate Governance Committee Ron Philip has served on our board of directors since April 2025. Mr. Philip has served as Chief Executive Officer and as a member of the board of directors of Orbital Therapeutics, a biotech company focused on the development of RNA-based medicines, since September 2024. Prior to Orbital, from May 2017 to September 2024, Mr. Philip served in several roles for Spark Therapeutics, a gene therapy company, most recently as Chief Executive Officer. Mr. Philip also served in various roles for Pfizer from November 2009 to October 2016. Mr. Philip has also previously served on the boards of several private organizations, including the Academy of Natural Sciences of Drexel University, Cure Duchenne and the Chamber of Commerce for Greater Philadelphia. Mr. Philip received a B.S. in Computer Information Systems from Drexel University. We believe that Mr. Philip is qualified to serve on our Board because of his extensive experience in the life sciences industry developing and leading teams focused on novel treatments, as well as his demonstrated business acumen. |
COMPENSATION COMMITTEE
| • | reviewing and making recommendations to our board of directors regarding director compensation; |
Overview of Executive Compensation Elements
| | Objective | Type of Compensation | Key Features | 2024 Actions Taken | | Severance Protections | • Aid in attracting and retaining executive talent and help executives to remain focused and dedicated during potential transition periods due to a change in control | Cash, equity award acceleration and healthcare benefits | • Facilitates an orderly transition in the event of management changes • Helps ensure NEOs remain focused on creating sustainable performance in case of personal uncertainties or risk of job loss • Severance plan includes confidentiality, non-competition, non-solicitation and non-disparagement protections | • No changes were made to our NEOs’ severance protections in 2024. | | Other Benefits | • Provide programs for employees to pursue physical and financial wellbeing through retirement and health and welfare benefits • We also provide certain other perquisites to our NEOs | Benefits | • Broad-based benefits available to all employees • Some executive perquisites | • No changes in 2024. |
Compensation Governance and Best Practices
| What We Do | | What We Do Not Do | | | ✔ | Emphasize performance-based, at-risk compensation. | ✘ | Do not guarantee annual salary or target bonus increases. | | ✔ | Emphasize the use of equity compensation to promote executive retention and reward long-term value creation. | ✘ | Do not grant uncapped annual cash incentives or guaranteed equity compensation. | | ✔ | Weight the overall pay mix towards incentive compensation for senior executives. | ✘ | Do not provide significant or excessive perquisites. | | ✔ | Prohibit all of our directors, officers and employees (including our NEOs) from engaging in hedging or monetization transactions in Company securities. | ✘ | Do not provide any compensation-related tax gross-ups. | | ✔ | Maintain a clawback policy for recovery of any erroneously awarded incentive compensation in the | ✘ | Do not maintain any defined benefit pension plans or supplemental executive retirement plans. |
Executive Compensation Objectives and Philosophy
| • | Align the long-term interests of our NEOs with those of our stockholders. |
Role of Compensation Consultant
Role of Compensation Consultant In order to design a competitive executive compensation program that will continue to attract top executive talent and reflect our compensation philosophy, our Compensation Committee has retained Pay Governance as an independent compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives and provide guidance in designing, maintaining and administering our executive compensation program. The Compensation Committee has evaluated Pay Governance’s independence pursuant to the requirements of NASDAQ and SEC rules and has determined that Pay Governance does not have any conflicts of interest in advising the Compensation Committee. Pay Governance did not provide any other services to the Company in 2024. In 2024, we developed a peer group with Pay Governance in structuring our executive compensation program. The following peer group was used to inform 2024 compensation decisions:
Role of Compensation Consultant
| •Acadia •Axsome •Ionis •Neurocrine Biosciences •Supernus | •Alkermes •Catalyst Pharma •Jazz Pharmaceuticals •PTC | •Avadel •Intra-Cellular •Mariuns •Sage Therapeutics |
Cash Incentive Compensation
Cash Incentive Compensation
Annual Bonus Program
Annual Bonus Program We consider annual cash incentive bonuses to be an important component of our total compensation program by providing incentives necessary to retain executive officers. The Company currently maintains an annual cash incentive bonus program in which certain eligible employees, including our NEOs, participate. The target bonus opportunities were determined by our Compensation Committee by considering each NEO’s performance, role and responsibilities at our Company, and (other than with respect to Dr. Budur) were not increased or changed from fiscal year 2023. The NEOs’ target bonus opportunities under our 2024 annual bonus program were as follows:
Annual Bonus Program
| Named Executive Officer | Target Annual Bonus Opportunity (as a Percentage of Base Salary) | | Jeffrey Dayno | 75% | | Sandip Kapadia | 50% | | Jeffrey Dierks | 50% | | Kumar Budur(1) | 50% | | Andrew Serafin | 50% |
Annual Bonus Program
| (1) Effective January 1, 2024, Dr. Budur’s target annual bonus opportunity was increased from 40% to 50% of his annual base salary in connection with his appointment as our EVP and Chief Medical Officer. |
Annual Bonus Program
Under the 2024 program, the cash incentive bonuses were earned based upon the achievement of pre-determined Company performance goals for 2024, including goals related to: (i) Net Product Revenue (as defined below) of WAKIX, (ii) clinical development programs, (iii) corporate transactions, (iv) financial health and (v) talent and culture. Each of these performance goals accounted for the following percentages of the participant’s bonus opportunity for 2024:
Annual Bonus Program
| Performance Goal | Weighting | | Net Product Revenue(1) | 25% | | Clinical Development Programs | 20% | | Corporate Transaction Goals | 25% | | Financial Health Goals(2) | 25% | | Talent and Culture Goals | 5% |
Annual Bonus Program
| (1) Net Product Revenue means the gross sales of WAKIX less provisions for product sales discounts and allowances, which includes trade allowances, rebates to government and commercial entities, and discounts. |
Annual Bonus Program
| (2) Consists of two subgoals relating to: (i) stock performance against our 2024 peer group and (ii) stock performance against the NASDAQ Biotechnology Index. |
Annual Bonus Program
Under the 2024 bonus program, participants were eligible to receive a percentage of the participant’s target bonus opportunity, ranging up to 150%, based on the level at which each of the performance goals was achieved, as set forth in the following table:
Annual Bonus Program
| Performance Level | %of Performance Goal Achieved | % Payout | | Objective Not Completed | < 100% | (3) | | Meets Expectations | 100%(1) | 100% | | Exceeds Expectations | (2) | 150% |
Annual Bonus Program
| (1) With respect to the Net Product Revenue goal, this performance level would be achieved at $710 million (and up to $750 million). |
Annual Bonus Program
| (2) With respect to the Net Product Revenue goal, this performance level would be achieved at above $750 million. With respect to the other goals, this performance level would be achieved if the Compensation Committee determines that actual performance exceeded expectations and had a material benefit to the Company. |
Annual Bonus Program
| (3) With respect to this performance level, the payout percentage would be less than 100%, as determined by the Compensation Committee based upon the relative performance level achieved. |
Annual Bonus Program
In 2024, we achieved the “Meets Expectations” performance level for our Net Product Revenue (which was $714.7 million), the “Exceeds Expectations” performance level for our clinical development goals, the “Exceeds Expectations” performance level for our corporate transaction goals, the “Meets Expectations” performance level for our financial health related goals, and the “Exceeds Expectations” performance level for our talent and culture related goals. The Company achieved the 2024 Company performance goals at 123% of target. Based on the Compensation Committee’s subjective assessment of each NEO’s individual performance and contributions to the Company for 2024, the Compensation Committee decided to award our NEOs with an amount equal to the following percentages of their respective target bonus opportunities for 2024.
Annual Bonus Program
| Named Executive Officer | % of Target Annual Bonus Opportunity Earned in 2024 | | Jeffrey Dayno | 123% | | Sandip Kapadia | 115% | | Jeffrey Dierks | 123% | | Kumar Budur | 123% | | Andrew Serafin | 123% |
Annual Bonus Program
The NEOs’ actual 2024 performance bonuses are set forth in the column entitled “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table” below.
Equity-Based Long-Term Incentive Awards
Equity-Based Long-Term Incentive Awards We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of our executives with those of our stockholders. Our Compensation Committee believes it is essential to provide equity-based compensation to our executive officers in order to link the interests and risks of our executive officers with those of our stockholders, reinforcing our commitment to ensuring a strong linkage between company performance and pay.
Annual Equity Awards
Annual Equity Awards In working with its compensation consultant, our Compensation Committee designed a long-term incentive program for 2024 that ties our equity-based long-term incentive award structure to the Company’s long-term strategy. Our 2024 program consisted of stock options and RSUs. In 2024, we made the following grants of options and RSUs to each of our NEOs under our annual equity award program.
Annual Equity Awards
| Named Executive Officer | Number of Shares Underlying Stock Options | Number of RSUs | | Jeffrey Dayno | 202,250 | 42,000 | | Sandip Kapadia | 74,250 | 15,250 | | Jeffrey Dierks | 52,500 | 10,750 | | Kumar Budur | 42,500 | 8,750 | | Andrew Serafin | 47,750 | 10,000 |
Annual Equity Awards
The options will vest and become exercisable over four years with respect to (i) 25% of the total shares of our common stock underlying the option on January 24, 2025, and (ii) 75% of the total shares of our common stock underlying the option on each of the first 12 quarterly anniversaries of January 24, 2025 thereafter, subject to continued employment. The RSU awards will vest over four years with respect to 25% of the RSUs underlying the award on the each of the first four anniversaries of January 24, 2024, subject to continued employment.
Dr. Budur Option and RSU Awards
Dr. Budur Option and RSU Awards In connection with Dr. Budur’s appointment to EVP and Chief Medical & Scientific Officer in May 2024, the Company granted to Dr. Budur an option to purchase 75,000 shares of our common stock and an RSU award covering 75,000 shares of our common stock. The option will vest and become exercisable over four years with respect to (i) 25% of the total shares of our common stock underlying the option on May 1, 2025, and (ii) 75% of the total shares of our common stock underlying the option on each of the first 12 quarterly anniversaries of May 1, 2025 thereafter, subject to continued employment. The RSU award will vest over four years with respect to 25% of the RSUs underlying the award on the each of the first four anniversaries of May 1, 2024, subject to continued employment.
Severance and Change in Control Arrangements
Severance and Change in Control Arrangements We have entered into employment offer letters or employment agreements with certain of our NEOs, which provide them with severance benefits and payments upon certain qualifying terminations of employment, including in connection with a “change in control” of the Company. In addition, in June 2020, our board of directors adopted the Harmony Biosciences, LLC Separation Plan (the “Separation Plan”), which provides for the payment of certain severance and other benefits to eligible employees, including certain of our NEOs, following qualifying terminations of employment in connection with a change in control of the Company. In 2024, each of Dr. Budur and Messrs. Dierks and Serafin participated in the Separation Plan. We believe that these types of arrangements are necessary to attract and retain executive talent and are a customary component of executive compensation. In particular, these arrangements can enhance alignment with stockholders by encouraging management to pursue transactions that create value for stockholders irrespective of the potential for job loss or diminution of duties and can encourage retention through the conclusion of the transaction. The separation payments and benefits described above are designed to be competitive with market practices. A description of these arrangements, as well as information on the estimated payments and benefits that our NEOs would have been eligible to receive as of December 31, 2024, are set forth in the section titled, “—Potential Payments Upon Termination or Change in Control”.
Insider Trading Compliance Policy. For information on our Insider Trading Compliance Policy, see the section above titled “—Anti-Hedging Policy.”
The types of ownership arrangements counted towards the guidelines are: shares of our common stock, whether held directly, jointly, or in trust with or for the benefit of an immediate family member, or vested or unvested restricted stock unit awards. We do not count towards the guidelines shares underlying unexercised stock options or unearned performance awards.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for the fiscal years ended December 31, 2022, 2023 and 2024, as well as their positions in 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Jeffrey Dayno President and Chief Executive Officer | 2024 | 715,000 | 300,000 | 1,288,980 | 4,189,508 | 637,000 | 14,683 | 7,145,170 | | | 2023 | 612,500 | 200,000 | — | 3,186,875 | 437,000 | 13,919 | 4,450,294 | | | 2022 | 458,993 | — | — | — | 286,870 | 16,289 | 762,152 | | Sandip Kapadia EVP and Chief Financial Officer and Chief Administrative Officer | 2024 | 507,606 | 250,000 | 468,023 | 1,538,052 | 291,873 | 14,848 | 3,070,401 | | | 2023 | 507,606 | — | 4,767,000 | — | 291,873 | 14,045 | 5,580,524 | | | 2022 | 476,625 | 175,000 | — | — | 297,891 | 13,086 | 962,602 | | Jeffrey Dierks EVP and Chief Commercial Officer | 2024 | 508,702 | 250,000 | 329,918 | 1,087,511 | 279,908 | 14,871 | 2,470,910 | | | 2023 | 486,796 | 50,000 | 4,767,000 | — | 279,908 | 14,045 | 5,597,749 | | | 2022 | 412,072 | — | — | — | 236,941 | 13,086 | 662,099 | | Kumar Budur EVP and Chief Medical & Scientific Officer | 2024 | 555,147 | — | 2,538,788 | 2,420,116 | 207,018 | 11,636 | 5,732,705 | | | 2023 | 440,251 | 100,000 | — | — | 207,018 | 13,545 | 760,813 | | Andrew Serafin EVP, Chief Strategy Officer | 2024 | 420,294 | 125,000 | 306,900 | 989,117 | 231,262 | 14,848 | 2,087,422 | | | 2023 | 402,195 | — | — | — | 231,262 | 13,968 | 647,425 | | | 2022 | 375,673 | — | — | — | 216,012 | 13,737 | 605,422 |
Summary Compensation Table
| (1) Amounts consist of a one-time cash retention bonus payable to each of Dr. Dayno and Messrs. Dierks, Kapadia and Serafin. We provide additional information regarding these bonuses in the section above titled “—Cash Incentive Compensation—Other Cash Compensation.” |
Summary Compensation Table
| (2) Amounts reflect the full grant-date fair value of options and RSUs granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all option and RSU awards made to our named executive officers in Note 15 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |
Summary Compensation Table
| (3) Amounts reported include actual annual bonuses earned by our NEOs under our 2024 annual bonus program. We provide additional information regarding the annual bonuses in the section above titled “—Cash Incentive Compensation—Annual Bonus Program.” |
Summary Compensation Table
| (4) Amounts reported for 2024 consist of the following: |
Summary Compensation Table
| Name | 401(k) Plan Matching Contributions ($) | Life Insurance Premiums ($) | Long-Term Disability Premiums ($) | | Jeffrey Dayno | 13,800 | 294 | 588 | | Sandip Kapadia | 13,800 | 483 | 565 | | Jeffrey Dierks | 13,800 | 483 | 588 | | Kumar Budur | 10,588 | 483 | 565 | | Andrew Serafin | 13,800 | 483 | 565 |
Grants of Plan-Based Awards in Fiscal 2024
Grants of Plan-Based Awards in Fiscal 2024 The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2024 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal 2024.
Grants of Plan-Based Awards in Fiscal 2024
| Name | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | Jeffrey Dayno | — | — | — | 536,250 | 804,375 | — | — | — | — | | | 1/24/24 | 1/24/24 | — | — | — | — | 202,250 | 30.69 | 4,189,508 | | | 1/24/24 | 1/24/24 | — | — | — | 42,000 | — | — | 1,288,980 | | Sandip Kapadia | — | — | — | 253,803 | 380,705 | — | — | — | — | | | 1/24/24 | 1/24/24 | — | — | — | — | 74,250 | 30.69 | 1,538,052 | | | 1/24/24 | 1/24/24 | — | — | — | 15,250 | — | — | 468,023 | | Jeffrey Dierks | — | — | — | 254,351 | 381,527 | — | — | — | — | | | 1/24/24 | 1/24/24 | — | — | — | — | 52,500 | 30.69 | 1,087,511 | | | 1/24/24 | 1/24/24 | — | — | — | 10,750 | — | — | 329,918 | | Kumar Budur | — | — | — | 287,500 | 431,250 | — | — | — | — | | | 1/24/24 | 1/24/24 | — | — | — | — | 42,500 | 30.69 | 880,366 | | | 1/24/24 | 1/24/24 | — | — | — | 8,750 | — | — | 268,538 | | | 5/1/24 | 4/29/24 | — | — | — | — | 75,000 | 30.27 | 1,539,750 | | | 5/1/24 | 4/29/24 | — | — | — | 75,000 | — | — | 2,270,250 | | Andrew Serafin | — | — | — | 210,147 | 315,221 | — | — | — | — | | | 1/24/24 | 1/24/24 | — | — | — | — | 47,750 | 30.69 | 989,117 | | | 1/24/24 | 1/24/24 | — | — | — | 10,000 | — | — | 306,900 |
Grants of Plan-Based Awards in Fiscal 2024
| (1) Amounts reflect potential payouts under our 2024 annual bonus program at threshold (or “Objective Not Completed”), target (or “Meets Expectations”) and maximum (or “Exceeds Expectations”) amounts based on 2024 base salaries. We provide additional information regarding the annual bonus program in the section above titled “—Cash Incentive Compensation—Annual Bonus Program.” |
Grants of Plan-Based Awards in Fiscal 2024
| (2) Amounts reflect the full grant-date fair value of options and RSUs granted during 2024 computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate these values in Note 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |
Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Jeffrey Dayno(2) | 11/13/17 | 11/1/17 | 23,470 | — | $8.22 | 11/13/27 | — | — | | (3) | 1/7/19 | 1/1/19 | 6,086 | — | $8.22 | 1/7/29 | — | — | | (3) | 3/4/20 | 3/1/20 | 9,737 | 2,435 | $8.22 | 3/4/30 | — | — | | (4) | 8/18/20 | 8/21/20 | 105,808 | 26,452 | $24.00 | 8/18/30 | — | — | | (5) | 5/26/23 | 5/25/23 | — | 125,000 | $35.56 | 5/25/33 | — | — | | (8) | 1/24/24 | 1/24/24 | — | 202,250 | $30.69 | 1/24/34 | — | — | | (9) | 1/24/24 | 1/24/24 | — | — | — | — | 42,000 | 1,445,220 | | Sandip Kapadia(5) | 3/29/21 | 3/29/21 | 215,625 | 14,375 | $29.03 | 3/29/31 | — | — | | (6) | 3/29/21 | 3/29/23 | — | — | — | — | 15,000 | 516,150 | | (7) | 10/4/23 | 9/30/23 | — | — | — | — | 90,000 | 3,096,900 | | (8) | 1/24/24 | 1/24/24 | — | 74,250 | $30.69 | 1/24/34 | — | — | | (9) | 1/24/24 | 1/24/24 | — | — | — | — | 15,250 | 524,753 | | Jeffrey Dierks(3) | 3/4/20 | 3/1/20 | — | 4,869 | $8.22 | 3/4/30 | — | — | | (4) | 8/18/20 | 8/21/20 | — | 28,972 | $24.00 | 8/18/30 | — | — | | (5) | 6/1/21 | 6/1/21 | 47,162 | 6,738 | $33.44 | 6/1/31 | — | — | | (7) | 10/4/23 | 9/30/23 | — | — | — | — | 90,000 | 3,096,900 | | (8) | 1/24/24 | 1/24/24 | — | 52,500 | $30.69 | 1/24/34 | — | — | | (9) | 1/24/24 | 1/24/24 | — | — | — | — | 10,750 | 369,908 | | Kumar Budur(5) | 3/21/22 | 3/21/22 | 51,562 | 23,438 | $49.27 | 3/21/32 | — | — | | (8) | 1/24/24 | 1/24/24 | — | 42,500 | $30.69 | 1/24/34 | — | — | | (9) | 1/24/24 | 1/24/24 | — | — | — | — | 8,750 | 301,088 | | (8) | 5/1/24 | 5/1/24 | — | 75,000 | $30.27 | 5/1/34 | — | — | | (9) | 5/1/24 | 5/1/24 | — | — | — | — | 75,000 | 2,580,750 | | Andrew Serafin(2) | 10/1/17 | 10/1/17 | 83,729 | — | $8.22 | 10/1/27 | — | — | | (2) | 10/1/18 | 10/1/18 | 18,259 | — | $8.22 | 10/1/28 | — | — | | (3) | 3/4/20 | 3/1/20 | 2,920 | 731 | $8.22 | 3/4/30 | — | — | | (4) | 8/18/20 | 8/21/20 | 65,500 | 16,375 | $24.00 | 8/18/30 | — | — | | (8) | 1/24/24 | 1/24/24 | — | 47,750 | $30.69 | 1/24/34 | — | — | | (9) | 1/24/24 | 1/24/24 | — | — | — | — | 10,000 | 344,100 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Amounts are calculated based on multiplying the number of shares shown in the table by the per share closing price of our common stock on December 31, 2024, which was $34.41. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Each of these option awards was granted under our Amended and Restated Equity Incentive Plan (the “Equity Incentive Plan”) vested in full prior to December 31, 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Each of these option awards was granted under the Equity Incentive Plan and vests and becomes exercisable with respect to 20% of the shares of our common stock underlying the option on each of the first five anniversaries of the applicable vesting commencement date, subject to continued employment through the applicable vesting date. In addition, each option will vest and become exercisable in full upon the occurrence of a “change in control” (as defined in the Equity Incentive Plan). |
Outstanding Equity Awards at Fiscal Year-End
| (4) Each of these option awards was granted under the 2020 Plan and vests and becomes exercisable with respect to 20% of the shares of our common stock underlying the option on each of the first five anniversaries of the vesting commencement date, subject to continued employment through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Each of these option awards was granted under the 2020 Plan and vests and becomes exercisable over four years (i) with respect to 50% of the total shares of our common stock underlying the option on the second anniversary of the vesting commencement date, and (ii) with respect to 1/48 of the total shares underlying the option on each of the first 24 monthly anniversaries of the vesting commencement date thereafter, subject to continued service through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (6) This RSU award was granted under the 2020 Plan and vests over four years (i) with respect to 50% of the total RSUs underlying the award on the applicable vesting commencement date, and (ii) with respect to 25% of the total RSUs underlying the award on each of the first and second anniversaries of the vesting commencement date thereafter, subject to continued employment through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (7) Each of these RSU awards was granted under the 2020 Plan and vests over three years (i) with respect to 40% of the total RSUs underlying the award on the first anniversary of the vesting commencement date, and (ii) with respect to 30% of the total RSUs underlying the award on each of the second and third anniversaries of the vesting commencement date thereafter, subject to continued employment through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (8) Each of these option awards was granted under the 2020 Plan and vests and becomes exercisable over four years (i) with respect to 25% of the total shares of our common stock underlying the option on the first anniversary of the vesting commencement date, and (ii) with respect to 75% of the total shares of our common stock underlying the option on each of the first 12 quarterly anniversaries of the vesting commencement date thereafter, subject to continued employment through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (9) Each of these RSU awards was granted under the 2020 Plan and vests over four years with respect to 25% of the total RSUs underlying the award on the each of the first four anniversaries of the vesting commencement date, subject to continued employment through the applicable vesting date. |
Option Exercises and Stock Vested in Fiscal 2024
Option Exercises and Stock Vested in Fiscal 2024 The following table sets forth certain information concerning options exercised and stock awards vested for our NEOs during the year ended December 31, 2024.
Option Exercises and Stock Vested in Fiscal 2024
| Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Jeffrey Dayno | — | — | — | — | | Sandip Kapadia | — | — | 75,000 | 2,903,700 | | Jeffrey Dierks | 70,115 | 1,227,937 | 60,000 | 2,400,000 | | Kumar Budur | — | — | — | — | | Andrew Serafin | — | — | — | — |
Option Exercises and Stock Vested in Fiscal 2024
| (1) Amounts are calculated by multiplying the number of shares as to which the option was exercised by the market price of the shares on the exercise date, net of the exercise price. |
Option Exercises and Stock Vested in Fiscal 2024
| (2) Amounts are calculated by multiplying the number of shares vested by our closing stock price on the vesting date. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Estimated Potential Payments
Estimated Potential Payments The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2024. For all NEOs, amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the NEO during his or her employment that are available to all salaried employees, such as accrued vacation.
Estimated Potential Payments
| Name | Benefit | Termination Without Cause or for Good Reason (no Change in Control) ($) | Termination due to Death or Disability ($) | Change in Control (no Termination) ($)(1) | Termination Without Cause or for Good Reason (in Connection with a Change in Control) ($)(2) | Voluntary Resignation ($) | | Jeffrey Dayno | Cash | 715,000 | — | — | 1,251,250 | — | | | Equity Acceleration(3) | — | — | 63,773 | 2,536,728 | — | | | Continued Healthcare | 31,355 | — | — | 31,355 | — | | | Outplacement Services(4) | 7,500 | — | — | 7,500 | — | | | Total(5) | 753,855 | — | 63,773 | 3,826,833 | — | | Sandip Kapadia | Cash | 507,606 | — | — | 761,409 | — | | | Equity Acceleration(3) | 3,690,387 | — | — | 4,491,349 | 3,096,900 | | | Continued Healthcare | 39,665 | — | — | 39,665 | — | | | Outplacement Services(4) | 14,000 | — | — | 14,000 | — | | | Total(5) | 4,251,658 | — | — | 5,306,423 | — | | Jeffrey Dierks | Cash | — | — | — | 381,527 | — | | | Equity Acceleration(3) | 3,096,900 | — | 127,519 | 4,097,760 | — | | | Continued Healthcare | — | — | — | 6,705 | — | | | Outplacement Services(4) | — | — | — | 7,500 | — | | | Total(5) | 3,096,900 | — | 127,519 | 4,493,492 | — | | Kumar Budur | Cash | — | — | — | 431,250 | — | | | Equity Acceleration | — | — | — | 3,350,437 | — | | | Continued Healthcare | — | — | — | 12,308 | — | | | Outplacement Services | — | — | — | 7,500 | — | | | Total(5) | — | — | — | 3,801,495 | — | | Andrew Serafin | Cash | — | — | — | 315,221 | — | | | Equity Acceleration(3) | — | — | 19,145 | 711,338 | — | | | Continued Healthcare | — | — | — | 17,045 | — | | | Outplacement Services(4) | — | — | — | 7,500 | — | | | Total(5) | — | — | 19,145 | 1,051,104 | — |
Estimated Potential Payments
| (1) With respect to option and RSU awards, amounts (i) assume the awards are assumed or substituted in connection with the change in control; and (ii) represent the value associated with the full, accelerated vesting of any such awards outstanding under the Equity Incentive Plan upon a change in control. |
Estimated Potential Payments
| (2) With respect to option and RSU awards, amounts represent the value associated with the full, accelerated vesting of such awards upon a change in control, including with respect to a qualifying termination of employment in connection with the change in control. For Dr. Dayno and Mr. Kapadia, amounts reflect the payments that would have been made to the executive under his employment agreement on a qualifying termination of employment within 12 months following a “change in control” (as defined in the 2020 Plan). For Dr. Budur and Messrs. Dierks and Serafin, amounts reflect the payments that would have been made to the executive under the Separation Plan on a qualifying termination of employment within 30 days prior to, or within three months following, a “change in control” (as defined in the Separation Plan), to the extent the executive is not offered a comparable position by the acquirer. |
Estimated Potential Payments
| (3) With respect to option and RSU awards, amounts were calculated by (i) multiplying the number of accelerated shares of common stock underlying the awards by $34.41, the closing trading price of our common stock on December 31, 2024 and (ii) for the option awards, subtracting the exercise price. |
Estimated Potential Payments
| (4) For Dr. Dayno, amounts assume that he was provided with up to three months of Company-paid outplacement services. For Mr. Kapadia, amounts assume that he was provided with up to 12 months of Company-paid outplacement services. For each of Dr. Budur and Messrs. Dierks and Serafin, amounts assume that the named individual was provided with up to six months of Company-paid outplacement services pursuant to the Separation Plan. |
Estimated Potential Payments
| (5) Amounts for each other NEO are the maximum potential payment the NEO would have received as of December 31, 2024. Amounts of any reduction pursuant to a 280G best pay provision, if any, would be calculated upon actual termination of employment. |
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020, and our financial performance for each such fiscal year:
Pay Versus Performance Table
| Year | Summary Compensation Table Total for Dr. Dayno ($) | Compensation Actually Paid to Dr. Dayno ($)(1)(2) | Summary Compensation Table Total for Mr. Jacobs | Compensation Actually Paid to Mr. Jacobs | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in thousands) ($) | Net Product Revenue (in thousands)(4) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | | | | 2024 | 7,145,170 | 7,678,134 | — | — | 3,340,360 | 3,986,190 | 93 | 103 | 145,493 | 714,734 | | 2023 | 4,450,294 | 2,905,735 | 36,634 | (5,020,055) | 3,146,628 | 491,493 | 87 | 104 | 128,853 | 582,022 | | 2022 | — | — | 514,752 | 2,943,454 | 748,069 | 3,061,521 | 149 | 100 | 181,468 | 437,855 | | 2021 | — | — | 885,554 | 1,960,526 | 1,898,884 | 1,355,745 | 115 | 113 | 34,597 | 305,440 | | 2020 | — | — | 3,230,374 | 6,392,185 | 2,701,663 | 2,288,058 | 98 | 113 | (36,944) | 159,742 |
Pay Versus Performance Table
| (1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: |
Pay Versus Performance Table
| Year | PEO | Non-PEO NEOs | | 2024 | Jeffrey Dayno, | Sandip Kapadia, Jeffrey Dierks, Kumar Budur and Andrew Serafin | | 2023 | Jeffrey Dayno, John C. Jacobs | Sandip Kapadia, Jeffrey Dierks, Kumar Budur and Andrew Serafin | | 2022 | John C. Jacobs | Sandip Kapadia, Jeffrey Dayno, Jeffrey Dierks, and Andrew Serafin | | 2021 | John C. Jacobs | Sandip Kapadia, Jeffrey Dayno, Jeffrey Dierks, Andrew Serafin and Susan Drexler | | 2020 | John C. Jacobs | Jeffrey Dayno and Jeffrey Dierks |
Pay Versus Performance Table
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the 2024 fiscal year, as adjusted as follows:
Pay Versus Performance Table
| Adjustments | PEO | Average Non- PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (5,478,488) | (2,419,606) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 6,128,257 | 2,720,442 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | (125,690) | 114,595 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | — | — | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 8,884 | 230,400 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | — | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | — | — | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | — | — | | TOTAL ADJUSTMENTS | 532,964 | 645,831 |
Pay Versus Performance Table
| (2) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely service-vesting RSU awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); and (ii) for stock options, a Black-Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and an expected life equal to the lesser of the original expected life utilizing the simplified method or remaining life at each revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. We provide information regarding the assumptions used to calculate the valuation of the award in Note 15 to the consolidated financial statements included in the Annual Report on Form 10-K filed on February 25, 2025. |
Pay Versus Performance Table
| (3) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the NASDAQ Biotechnology Index, which is the same peer group used in Part II, Item 5 of our Form 10-K. |
Pay Versus Performance Table
| (4) Net Product Revenue is a GAAP measure reported in the Company’s consolidated statements of operations and comprehensive income (loss). |
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List We believe the following performance measure represents the most important financial performance measure used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2024:
Pay Versus Performance Tabular List
| • | Net Product Revenue. |
Pay Versus Performance Tabular List
For additional details regarding our most important financial performance measures, please see the section entitled “Cash Incentive Compensation” in the CD&A above.
Director Compensation
Director Compensation
2024 Director Compensation Program
2024 Director Compensation Program We maintain a non-employee director compensation program (the “Director Compensation Program”), which provides for annual retainer fees and long-term equity awards for certain of our non-employee directors other than Andreas Wicki (each participating director, an “Eligible Director”). The Director Compensation Program consists of the following components: Cash Compensation:
2024 Director Compensation Program
| • | Annual Retainer: $45,000 |
2024 Director Compensation Program
| • | Annual Committee Chair Retainer: |
2024 Director Compensation Program
| • | Audit: $20,000 |
2024 Director Compensation Program
| • | Compensation: $15,000 |
2024 Director Compensation Program
| • | Nominating and Corporate Governance: $10,000 |
2024 Director Compensation Program
| • | Annual Committee Member (Non-Chair) Retainer: |
2024 Director Compensation Program
| • | Audit: $10,000 |
2024 Director Compensation Program
| • | Compensation: $8,000 |
2024 Director Compensation Program
| • | Nominating and Corporate Governance: $5,000 |
2024 Director Compensation Program
| • | Annual Non-Executive Chairman of the Board Retainer: $40,000 |
2024 Director Compensation Program
Annual cash retainers will be paid in quarterly installments in arrears and will be pro-rated for any partial calendar quarter of service. Equity Compensation: Initial Grant: Each Eligible Director who is initially elected or appointed to serve on our board of directors automatically shall be granted, on the date on which such Eligible Director is appointed or elected to serve on our board of directors, an option to purchase shares of our common stock with a value (determined using a Black-Scholes option value) as set forth below:
2024 Director Compensation Program
| • | Audit Committee Chair: $230,000 |
2024 Director Compensation Program
| • | Compensation Committee Chair: $175,000 |
2024 Director Compensation Program
| • | Nominating and Corporate Governance Chair: $125,000 |
2024 Director Compensation Program
| • | Eligible Director (Non-Chair): $125,000 |
2024 Director Compensation Program
Each Initial Grant will vest in substantially equal installments on each monthly anniversary of the applicable grant date, such that the award is fully vested on the third anniversary of the grant date, subject to such Eligible Director’s continued service through the applicable vesting date. For clarity, Initial Grants are not made to any Eligible Director who is already serving on our board of directors. Annual Grant: An Eligible Director who is serving on our board of directors as of the date of the annual meeting of the Company’s stockholders each calendar year shall be granted, on such annual meeting date, an option to purchase shares of our common stock with a value (determined using a Black-Scholes option value) as set forth below:
2024 Director Compensation Program
| • | Audit Committee Chair: $230,000 |
2024 Director Compensation Program
| • | Compensation Committee Chair: $175,000 |
2024 Director Compensation Program
| • | Nominating and Corporate Governance Chair: $125,000 |
2024 Director Compensation Program
| • | Eligible Director (Non-Chair): $125,000 |
2024 Director Compensation Program
Each Annual Grant will vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to continued service through the applicable vesting date. In addition, each Initial Grant and Annual Grant will vest in full upon a “change in control” of our Company (as defined in the 2020 Plan). Compensation under our Director Compensation Program will be subject to the annual limits on nonemployee director compensation set forth in the 2020 Plan.
2025 Director Compensation Program
2025 Director Compensation Program In 2025, we approved an Amended and Restated Director Compensation Program (the “A&R Director Compensation Program”). The A&R Director Compensation Program makes the following material changes to the Director Compensation Program:
2025 Director Compensation Program
| • | Annual Retainer: $50,000 |
2025 Director Compensation Program
| • | Annual Committee Chair Retainer: |
2025 Director Compensation Program
| • | Audit: $25,000 |
2025 Director Compensation Program
| • | Compensation: $20,000 |
2025 Director Compensation Program
| • | Nominating and Corporate Governance: $12,000 |
2025 Director Compensation Program
| • | Annual Committee Member (Non-Chair) Retainer: |
2025 Director Compensation Program
| • | Audit: $12,000 |
2025 Director Compensation Program
| • | Compensation: $10,000 |
2025 Director Compensation Program
| • | Nominating and Corporate Governance: $5,250 |
2025 Director Compensation Program
| • | Initial Grant: $300,000 (for all Eligible Directors) |
2025 Director Compensation Program
| • | Annual Grant: $300,000 (for all Eligible Directors) |
Director Compensation Table
Director Compensation Table The following table presents information regarding the compensation earned in 2024 by non-employee directors who served on our board of directors during the year. The compensation paid to Dr. Dayno is presented above in the section entitled “Executive Compensation—Summary Compensation Table.” Dr. Dayno did not receive any compensation for his services as a member of our board of directors.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Peter Anastasiou | 53,000 | 125,010 | — | 178,010 | | Jeffrey S. Aronin | 40,000 | — | — | 40,000 | | Antonio Gracias | 60,000 | 175,005 | — | 235,005 | | R. Mark Graf | 55,000 | 125,010 | — | 180,010 | | Jack Bech Nielsen(2) | 60,000 | 125,010 | — | 185,010 | | Juan A. Sabater | 55,000 | 125,010 | — | 180,010 | | Gary Sender | 73,000 | 229,993 | — | 302,993 | | Linda Szyper | 50,000 | 125,010 | — | 175,010 | | Andreas Wicki, Ph.D.(3) | — | — | — | — |
Director Compensation Table
| (1) Amounts reflect the full grant-date fair value of options granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all option awards in Note 15 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |
Director Compensation Table
| (2) Mr. Nielsen left our Board in June 2024. |
Director Compensation Table
| (3) Because Dr. Wicki does not participate in our Director Compensation Program, he did not receive any compensation for his services on our board of directors in 2024. |
Director Compensation Table
The table below shows the aggregate numbers of option awards (exercisable and unexercisable) held as of December 31, 2024 by each non-employee director who was serving as of December 31, 2024.
Director Compensation Table
| Non-Employee Director | Options Outstanding at Fiscal Year End (#) | | Peter Anastasiou | 13,107 | | Jeffrey S. Aronin | 2,188,288 | | Antonio Gracias | 45,584 | | R. Mark Graf | 28,152 | | Jack Bech Nielson(1) | — | | Juan A. Sabater | 32,560 | | Gary Sender | 59,912 | | Linda Szyper | 22,029 | | Andreas Wicki, Ph.D. | — |
Director Compensation Table
| (1) In connection with his departure from the Board in June 2024, Mr. Nielsen forfeited any outstanding option awards held by him. |
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our Chief Executive Officer’s annual total compensation to the annual total compensation of our other employees. The annual total compensation for 2024 for our Chief Executive Officer was $7,145,170, as reported in the Summary Compensation Table. The annual total compensation for 2024 for our median employee, identified as discussed below, was $249,161, calculated in accordance with the rules applicable to the Summary Compensation Table. Based on this information, for 2024, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our other employees was approximately 29 to 1. Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure We chose December 31, 2024 as the date for establishing the employee population used in identifying the median employee and used calendar year 2024 as the measurement period. We identified the median employee using the consistently applied compensation measure of total cash compensation for each employee employed as of December 31, 2024 (other than our Chief Executive Officer). We annualized the compensation measure for permanent employees who joined Harmony in 2024. We captured all full-time and part-time employees, consisting of 264 individuals. The annual total compensation of the median employee and the annual total compensation of the CEO were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported above should not be used as a basis for comparison between companies by other companies. In addition, we expect the Company’s annually reported pay ratio may vary significantly year over year, given the size of the Company and the potential variability in Company employee compensation.