UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

 ☐
Definitive Additional Materials

 ☐
Soliciting Material Pursuant to  ☐ 240.14a-11(c) or  ☐ 240.14a-2

Harmony Biosciences Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

HARMONY BIOSCIENCES HOLDINGS, INC.

630 W. GERMANTOWN PIKE, SUITE 215

PLYMOUTH MEETING, PENNSYLVANIA 19462

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 1:00 p.m. Eastern Time on May 20, 2022 via online webcast at www.virtualshareholdermeeting.com/HRMY2022.

Dear Stockholders of Harmony Biosciences Holdings, Inc.:

The 2022 annual meeting of stockholders (the “Annual Meeting”) of Harmony Biosciences Holdings, Inc., a Delaware corporation (“Harmony”), will be held virtually on May 20, 2022 at 1:00 p.m. Eastern Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via live audio webcast at www.virtualshareholdermeeting.com/HRMY2022. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders and Harmony. Stockholders will be able to attend and listen to the Annual Meeting live, submit questions and vote their shares electronically at the Annual Meeting from virtually any location around the world. In order to attend and vote at the Annual Meeting, please follow the instructions in “Questions and Answers About the Proxy Materials and Our Annual Meeting: What do I need to do to attend the Annual Meeting virtually?” on page 4.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

1.
to elect three Class II directors to serve until our 2025 annual meeting of stockholders and until their successors are duly elected and qualified;

2.
to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022;

3.
to consider and vote upon a proposal to approve on a non-binding, advisory basis, the frequency of future advisory votes on the compensation of our named executive officers (“say-on-pay”) as described in our proxy materials; and

4.
to transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our board of directors has fixed the close of business on March 21, 2022 as the record date (the “Record Date”) for the Annual Meeting. Stockholders of record as of the Record Date are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

In seeking to reduce costs, we are primarily furnishing proxy materials to our stockholders electronically as permitted by the U.S. Securities and Exchange Commission. Unless an election has been affirmatively made to receive printed paper copies of the materials by mail, stockholders will receive a Notice of Internet Availability of Proxy Materials (the “Notice”) with instructions for accessing the proxy materials free of charge over the Internet. On or about April 8, 2022, we expect to mail the Notice to our stockholders of record as of the Record Date.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 20, 2022:

The proxy statement for the Annual Meeting and the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are available free of charge at https://www.proxyvote.com. You will be asked to enter the 16-digit control number located on your proxy card.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote in advance via the Internet, telephone or mail. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote during the meeting, you must follow the instructions from your broker, bank or other nominee.

We appreciate your continued support of Harmony.

By order of the Board of Directors,

/s/ John C. Jacobs

John C. Jacobs, President, Chief Executive Officer and Director

Plymouth Meeting, Pennsylvania

April 8, 2022

TABLE OF CONTENTS

	PAGE
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING	1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	7
Considerations in Evaluating Director Nominees	8
Nominees for Director	8
Continuing Directors	10
Board Leadership Structure	12
Board Meetings and Committees	12
Compensation Committee Interlocks and Inside Participation	14
Stockholder Recommendations and Nominations to the Board of Directors	14
Anti-Hedging Policy	15
Communications with the Board of Directors	15
Corporate Governance Overview	15
Corporate Governance Guidelines and Code of Ethics and Conduct Policy	15
Risk Management	16
Succession Planning	16
PROPOSAL NO. 1 ELECTION OF DIRECTORS	17
Nominees	17
Vote Required	17
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	18
Fees Paid to the Independent Registered Public Accounting Firm	18
Auditor Independence	18
Pre-Approval Policies and Procedures	18
Vote Required	19
PROPOSAL NO. 3 ADVISORY VOTE ON FREQUENCY OF FUTURE SAY-ON-PAY VOTES	20
REPORT OF THE AUDIT COMMITTEE	21
EXECUTIVE OFFICERS	22
COMPENSATION COMMITTEE REPORT	24
COMPENSATION DISCUSSION AND ANALYSIS	25
General	25
Executive Summary	25
Elements of Compensation	27
Executive Compensation Tables	31
Director Compensation	42

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	PAGE
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	44
RELATED PERSON TRANSACTIONS	46
Policies and Procedures for Related Person Transactions	47
OTHER MATTERS	48
Delinquent Section 16(a) Reports	48
Fiscal Year 2021 Annual Report and SEC Filings	48
Special Note Regarding Forward-Looking Statements	48

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HARMONY BIOSCIENCES HOLDINGS, INC.

 

PROXY STATEMENT

FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 1:00 p.m. Eastern Time on May 20, 2022

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2022 annual meeting of stockholders of Harmony Biosciences Holdings, Inc., a Delaware corporation (“Harmony” or the “Company”), and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on May 20, 2022 at 1:00 p.m. Eastern Time.

The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via live audio webcast. You will be able to virtually attend and listen to the Annual Meeting live, submit questions and vote your shares electronically at the Annual Meeting. In order to virtually attend and vote at the Annual Meeting, please follow the instructions in the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting: What do I need to do to attend the Annual Meeting virtually?” on page 4.

The Notice containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 8, 2022 to all stockholders entitled to vote at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 20, 2022:

The proxy statement for the Annual Meeting and the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are available free of charge at https://www.proxyvote.com. You will be asked to enter the 16-digit control number located on your proxy card.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote in advance via the Internet, telephone or mail. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote during the meeting, you must follow the instructions from your broker, bank or other nominee.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You are encouraged to read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

Why are you holding a virtual Annual Meeting?

Our Annual Meeting will be conducted via live audio webcast and online stockholder tools. We are excited to be using the virtual format in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from virtually any location around the world, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. We believe this is the right choice for a company with a global reach and worldwide stockholder base. In addition to supporting the health and well-being of our stockholders and other meeting participants during the coronavirus (COVID-19) pandemic, we also believe a virtual Annual Meeting allows more stockholders (regardless of physical location, size or resources) to have direct access to information in real time, while saving the company and our stockholders time and money. In addition to reducing the environmental impact of our Annual Meeting, we also believe that the online tools we have selected will increase stockholder communication and overall participation. We remain very conscious to any concerns that virtual meetings may diminish stockholder voice or reduce accountability. Accordingly, we have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format

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allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of our board of directors and management. We plan to answer questions as they come in and address those asked in advance as time permits that comply with the meeting rules of conduct. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we intend to group such questions together and provide a single response to avoid repetition. A replay and a written transcript of the Annual Meeting will be made publicly available on our investor relations site.

What matters am I voting on and how does the board of directors recommend that I vote?

PROPOSAL	HARMONY BOARD OF DIRECTORS VOTING RECOMMENDATION	PAGE REFERENCE (FOR MORE DETAIL)
PROPOSAL NO. 1 The election of three Class II directors to serve until our 2025 annual meeting of stockholders and until their successors are duly elected and qualified.	FOR each nominee	17
PROPOSAL NO. 2 Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022.	FOR	18
PROPOSAL NO. 3 The approval on a non-binding, advisory basis, of the frequency of future advisory votes, following the first annual meeting during which we hold such a vote, on the compensation of our named executive officers pursuant to the SEC’s compensation disclosure rules (“say-on-pay”). Stockholders will be able to specify one of four choices for this proposal on the proxy card: (1) three years, (2) two years, (3) one year or (4) abstain.	THREE YEARS	20

Other than the three items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. You may be asked to consider any other business that properly comes before the Annual Meeting.

Who is entitled to vote?

Holders of our common stock as of the close of business on March 21, 2022, the date our board of directors has set as the record date (the “Record Date”), may vote at the Annual Meeting. As of the Record Date, there were 59,029,934 shares of our common stock outstanding. Each share of common stock is entitled to one vote on each proposal. We do not have cumulative voting rights for the election of directors.

Stockholders of Record: Shares Registered in Your Name

If shares of our common stock are registered directly in your name with our transfer agent or with our equity award management system (Shareworks), then you are considered to be the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy and indicate your voting choices directly to the individuals listed on the proxy card or to vote virtually at, the Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders

If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the Notice was forwarded to you by your broker, bank or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares in the manner provided in the voting instructions you receive from your broker, bank or other nominee. If you request a printed

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copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use. Street name stockholders are also invited to virtually attend the Annual Meeting. However, because a street name stockholder is not the stockholder of record, you may not vote your shares of our common stock virtually at the Annual Meeting unless you follow your broker, bank or other nominee’s procedures for obtaining a legal proxy. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

Both stockholders of record and street name stockholders will be able to virtually attend the Annual Meeting via live audio webcast, submit questions during the meeting and vote their shares electronically at the Annual Meeting. For more information on how to virtually attend the Annual Meeting, please see the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting: What do I need to do to attend the Annual Meeting virtually?” on page 4.

How many votes are needed for approval of each proposal?

PROPOSAL	VOTE NEEDED FOR APPROVAL AND EFFECT OF ABSTENTIONS AND BROKER NON-VOTES
PROPOSAL NO. 1 The election of three Class II directors to serve until our 2025 annual meeting of stockholders and until their successors are duly elected and qualified.	Our amended and restated Bylaws (“Bylaws”) state that to be elected, a nominee must receive a plurality of the votes of the shares present or represented by proxy and entitled to vote on the election of directors. “Plurality” means that the three individuals who receive the largest number of votes cast “FOR” by the stockholders entitled to vote are elected as directors. Abstentions will have no effect on the outcome of this proposal. Broker non-votes will have no effect on the outcome of this proposal.
PROPOSAL NO. 2 Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022.	For this proposal to be approved, it must receive more votes “FOR” than “AGAINST” the proposal. Abstentions will have no effect on the outcome of this proposal. We do not anticipate broker non-votes on this proposal.
PROPOSAL NO. 3 Non-binding, advisory vote on the frequency of future say-on-pay advisory votes following the first annual meeting during which we hold such a vote.	Stockholders will be able to specify one of four choices for this proposal: (1) three years, (2) two years, (3) one year or (4) abstain. A majority of the votes cast at the Annual Meeting shall be sufficient to approve any of the three alternative frequencies pursuant to this proposal. In the event that none of the frequency alternatives receive a majority of the votes cast, we will consider the option that receives the most votes to be the option selected by the stockholders. However, because Proposal 3 is advisory and non-binding, our Board may decide that it is in our stockholders’ best interests to hold an advisory vote on executive compensation more or less frequently than the option selected by our stockholders. Abstentions will have the effect of a vote against each frequency alternative. Broker non-votes will have no effect on the outcome of this proposal.

Voting results will be tabulated and certified by the inspector of election appointed for the Annual Meeting.

What is a quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting and conduct business under our Bylaws and Delaware law. The presence, including by proxy, of the holders of a majority of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, against votes and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

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How do I vote?

If you are a stockholder of record, there are four ways to vote:

• by Internet before the annual meeting at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on May 19, 2022 (have your Notice or proxy card in hand when you visit the website);

• by toll-free telephone at 1-800-690-6903 until 11:59 p.m. Eastern Time on May 19, 2022 (have your Notice or proxy card in hand when you call);

• by completing and mailing your proxy card (if you received printed proxy materials) to be received prior to the Annual Meeting; or

• by attending the virtual meeting by visiting www.virtualshareholdermeeting.com/HRMY2022, where you may vote and submit questions during the Annual Meeting. Please have your Notice or proxy card in hand when you visit the website. For more information on how to attend and vote at the Annual Meeting, please see the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting: What do I need to do to attend the Annual Meeting virtually?” on page 4.

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to direct your broker, bank or other nominee on how to vote your shares. As discussed above, if you are a street name stockholder, you may not vote your shares live at the virtual Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

What do I need to do to attend the Annual Meeting virtually?

Both stockholders of record and street name stockholders with a legal proxy will be able to attend the Annual Meeting via live audio webcast, submit their questions during the meeting and vote their shares electronically at the Annual Meeting by visiting www.virtualshareholdermeeting.com/HRMY2022. To participate in the Annual Meeting, you will need the control number included on your Notice or proxy card.

The Annual Meeting live audio webcast will begin promptly at 1:00 p.m. Eastern Time on Friday, May 20, 2022. We encourage you to access the meeting prior to the start time. Online check-in will begin at 12:45 p.m. Eastern Time, and you should allow ample time for the check-in procedures.

What if I have technical difficulties during the check-in time or during the Annual Meeting?

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page at 1-844-986-0822 (International: 1-303-562-9302). Please be sure to check in by 12:45 p.m. Eastern Time on May 20, 2022, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting live audio webcast begins.

Can I change my vote?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

• entering a new vote by Internet or by telephone;

• completing and returning a later-dated proxy card;

• notifying the General Counsel of Harmony Biosciences Holdings, Inc., in writing, at Harmony Biosciences Holdings, Inc., 630 W. Germantown Pike, Suite 215, Plymouth Meeting, Pennsylvania 19462; or

• virtually attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. John Jacobs (our President, Chief Executive Officer and Director) and Christian Ulrich (our General Counsel) have been designated as proxy holders by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

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Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

In accordance with the rules of the Securities and Exchange Commission (“SEC”), we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about April 8, 2022 to all stockholders entitled to vote at the Annual Meeting.

Stockholders may request to receive all future proxy materials in printed form by mail or electronically by email by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and the costs of our annual meetings of stockholders.

How are proxies solicited for the Annual Meeting?

Our board of directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers, banks and other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

How may my broker, bank or other nominee vote my shares if I fail to provide timely directions?

Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. Your broker, bank or other nominee will not have discretion to vote on the election of directors, or the frequency of future say-on-pay votes, which are “non-routine” matters, absent direction from you. If the broker, bank or other nominee that holds your shares in “street name” returns a proxy card without voting on a non-routine proposal because it did not receive voting instructions from you on that proposal, this is referred to as a “broker non-vote.” “Broker non-votes” are considered in determining whether a quorum exists at the Annual Meeting. The effect of broker non-votes on the outcome of each proposal to be voted on at the Annual Meeting is explained above.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2023 annual meeting of stockholders, our Secretary must receive the written proposal at our principal executive offices not later than December 31, 2022. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:

Harmony Biosciences Holdings, Inc.

Attention: Secretary

630 W. Germantown Pike, Suite 215

Plymouth Meeting, Pennsylvania 19462

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If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting does not appear to present his, her or its proposal at such annual meeting, such nomination shall be disregarded and we are not required to present the proposal for a vote at such annual meeting.

Our Bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our Bylaws provide that for business to be properly brought before an annual meeting by a stockholder, the business (i) must constitute a proper matter for stockholder action and (ii) must be properly brought before the meeting by a stockholder who was a stockholder of record at the time of the notice given and at the time of the annual meeting and who is entitled to vote at the meeting. The stockholder must provide timely written notice to our Secretary, which notice must contain the information specified in our Bylaws. To be timely for our 2022 annual meeting of stockholders, our Secretary must receive the written notice at our principal executive offices:

• not earlier than January 20, 2023; and

• not later than February 19, 2023.

In the event that we hold our 2023 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no later than:

• the 90th day prior to our 2023 annual meeting of stockholders; or, if later

• the 10th day following the day on which public announcement of the date of the 2023 annual meeting of stockholders is first made.

If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting does not appear to present his, her or its proposal at such annual meeting, such nomination shall be disregarded and we are not required to present the proposal for a vote at such annual meeting.

Nomination of Director Candidates

Our Bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our Bylaws. The stockholder must also give timely notice to our Secretary in accordance with our Bylaws, which, in general, require that the notice be received by our Secretary within the time periods described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement. For additional information regarding stockholder recommendations for director candidates, please see “Board of Directors and Corporate Governance: Stockholder Recommendations and Nominations to the Board of Directors.” You are advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

In addition to satisfying the foregoing requirements under the company’s bylaws, to comply with the universal proxy rules (once they become effective), stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 21, 2023.

Availability of Bylaws

A copy of our Bylaws is available via the SEC’s website at https://www.sec.gov. You may also contact our Secretary at the address set forth above for a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

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BOARD OF DIRECTORS

AND CORPORATE GOVERNANCE

Our business affairs are managed under the direction of our board of directors, which is currently composed of nine members. All of our directors, other than John Jacobs, our President and Chief Executive Officer, and Jeff Aronin, our Chairman, are independent within the meaning of the listing standards of the Nasdaq Global Market (“Nasdaq”). Our board of directors is divided into three classes of directors each serving a staggered three-year term. At each annual meeting of stockholders, a class of directors is elected for a three-year term to succeed the class whose term is then expiring.

The following table sets forth the names, ages as of March 21, 2022, and certain other information for each of the members of our board of directors with terms expiring at the Annual Meeting (who are also nominees for election as a director at the Annual Meeting) and for each of the continuing members of our board of directors. Full biographical information is below.

	CLASS	AGE	POSITION	DIRECTOR SINCE	CURRENT TERM EXPIRES	EXPIRATION OF TERM FOR WHICH NOMINATED	INDEPENDENT	AUDIT COMMITTEE	COMP. COMMITTEE	NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Directors with Terms expiring at the Annual Meeting/Nominees
Juan A. Sabater	II	57	Director	2017	2022	2025	X
Gary Sender	II	60	Director	2020	2022	2025	X
Linda Szyper	II	56	Director	2021	2022	2025	X
Continuing Directors
Jeffrey S. Aronin	I	54	Director, Chairman	2017	2024	—
R. Mark Graf	I	57	Director	2020	2024	—	X
John C. Jacobs	I	55	President and Chief Executive Officer, Director	2018	2024	—
Antonio Gracias	III	51	Director	2017	2023	—	X
Jack Bech Nielsen	III	58	Director	2017	2023	—	X
Andreas Wicki, Ph.D.	III	63	Director	2017	2023	—	X

Legend:
	Chair
	Member
	Audit committee financial expert

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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:

• the candidate’s experience in corporate management, such as serving as an officer or former officer of a publicly held company;

• the candidate’s experience as a board member of another publicly held company;

• the candidate’s professional and academic experience relevant to the Company’s industry;

• the strength of the candidate’s leadership skills;

• the candidate’s experience in finance and accounting and / or executive compensation practices;

• whether the candidate has the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable; and

• the candidate’s geographic background, gender, age and ethnicity.

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

JUAN A. SABATER

 

President of Valor Management LLC

Director since 2017

Age 57

 

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 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 Girls Who Code Inc. Mr. Sabater currently serves as the Co-Chairman of Augeo Affinity Marketing, Inc., and also sits on the board of trustees of The Hewitt School. 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.

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GARY SENDER

 

Former Chief Financial Officer of Nabriva Therapeutics

Director since 2020

Age 60

 

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 has 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, since May 2016. 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 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.

LINDA SZYPER

 

Former Chief Operating Officer of McCann Health

Director since 2021

Age 56

 

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 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.

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Continuing Directors

JEFFREY S. ARONIN

 

Chairman and Chief Executive Officer of Paragon Biosciences and Founder of Harmony

Director since 2017

Age 54

 

Committees: None

 

Jeffrey S. Aronin founded Harmony and has served on our board of directors and as non-executive Chairman since October 2017. 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 Qlarity Imaging, LLC, which develops artificial intelligence-enabled diagnostic tools, Castle Creek Pharma, LLC, which is dedicated to rare genetic dermatology, Emalex Biosciences Inc., which is dedicated to treating neurological conditions, and Skyline Biosciences, LLC, which is dedicated to treating oncology conditions. 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. Since June 2008, Mr. Aronin has served on the public board of directors of Discover Financial Services, Inc. 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.

R. MARK GRAF

 

Former Chief Financial Officer of Discover Financial Services

Director since 2020

Age 57

 

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 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.

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JOHN C. JACOBS

 

President and Chief Executive Officer of Harmony

Director since 2020

Age 55

 

Committees: None

 

John Jacobs’s business background information is set forth under “Executive Officers” below.

ANTONIO GRACIAS

 

Chief Executive Officer and Chief Investment Officer of Valor Management LLC

Director since 2017

Age 51

 

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 has served on the board of directors of Tesla, Inc., since May 2007, 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.

JACK BECH NIELSEN

 

Managing Partner at Vivo Capital, LLC

Director since 2017

Age 58

 

Committees: Compensation Committee, Nominating and Corporate Governance Committee

 

Jack B. Nielsen has served on our board of directors since September 2017. Mr. Nielsen has served as a Managing Partner at Vivo Capital, LLC, a healthcare-focused investment firm, since August 2017, and as a consultant at Vivo Capital from March 2017 to July 2017. From April 2001 to February 2017, Mr. Nielsen worked within the Novo Holdings A/S venture activities in several roles, most recently being employed as a Senior Partner. Mr. Nielsen has served on the board of directors of Reata Pharmaceuticals, Inc., a public pharmaceutical company, since June 2006. He has also served on the board of directors of Aligos Therapeutics, Inc. since August 2018, MacuLogix, Inc. since March 2019, and ALX Oncology Limited since April 2020. Mr. Nielsen previously served on the board of directors of public biotechnology companies including Crinetics Pharmaceuticals, Inc, Merus, N.V., Apollo Endosurgery, Inc. and Akebia Therapeutics, Inc. He also served on the board of directors of several private biotechnology and pharmaceutical companies including PROCEPT BioRobotics Co., Kanyos Bio, Inc., Unchained Labs, Inc., Anokion Therapeutics, Alios Biopharma, Inc. and ProteinSimple, Inc. Mr. Nielsen received a M.Sc. in chemical engineering from the Technical University of Denmark and a Masters in management of technology and economics from the Center for Technology, Economics and Management at the Technical University of Denmark. We believe that Mr. Nielsen is qualified to serve on our board of directors due to his experience as a venture capitalist and serving on various biotechnology and biopharmaceutical company boards.

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ANDREAS WICKI, PH.D.

 

Chief Executive Officer of HBM Healthcare Investments AG

Director since 2017

Age 63

 

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 Pacira BioSciences, Inc., a public pharmaceutical company, 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 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.

Board Leadership Structure

We believe that the structure of our board of directors and its committees provides strong overall management of our company. In accordance with our corporate governance guidelines, a copy of which is posted in the Corporate Governance section of our website at https://ir.harmonybiosciences.com/corporate-governance/governance-highlights, our board of directors does not currently have a policy as to whether the offices of the Chair of the Board and Chief Executive Officer should be separate. Our board of directors, in consultation with our nominating and corporate governance committee, believes that it should have the flexibility to make this determination as circumstances require, and in a manner that it believes is best to provide appropriate leadership. Pursuant to our corporate governance guidelines, from time to time, our board of directors may determine that the board should have a lead director who may perform such additional duties as our board of directors may otherwise determine and delegate. Our nominating and corporate governance committee will periodically consider our board’s leadership structure and make recommendations to change the structure as it deems appropriate.

Currently, Mr. Aronin serves as Chair of the Board and we do not have a lead independent director. As a founder of our company, Mr. Aronin is best positioned to identify strategic priorities, lead critical discussion and execute our business plans. The board of directors believes that this overall structure meets the current corporate governance needs and oversight responsibilities of the board of directors. Moreover, each of the directors, other than Mr. Jacobs and Mr. Aronin, are independent. Mr. Jacobs and Mr. Aronin do not serve on any committees of the board of directors. The board of directors believes that the independent directors provide effective oversight of management.

Board Meetings and Committees

We have an active and engaged board of directors that is committed to fulfilling its fiduciary duty to act in good faith in the best interests of our company and all of our stockholders. During our fiscal year ended December 31, 2021, our board of directors held 4 meetings (including regularly scheduled and special meetings). During our fiscal year ended December 31, 2021, each director attended at least 75% of the (i) total number of meetings of our board of directors held during the period for which they have been a director and (ii) the total number of meetings held by all committees of our board of directors on which they served during the periods that they served.

Under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge their responsibilities. Accordingly, a director is expected to regularly prepare for and attend meetings of the board and all committees on which the director sits. A director who is unable to attend a meeting of the board or a committee is expected to notify the Chair of the board or the chair of the appropriate committee in advance of such meeting, and, whenever possible, participate in such meeting via teleconference in the case of an in-person meeting.

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In connection with our initial public offering (“IPO”) in August 2020, our board of directors established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our board of directors.

AUDIT COMMITTEE

Our audit committee consists of Messrs. Graf, Nielsen and Sender and Dr. Wicki, each of whom meets the requirements for independence under the listing standards of Nasdaq and SEC rules and regulations. Our board of directors has also affirmatively determined that Messrs. Graf, Nielsen and Sender and Dr. Wicki is independent within the meaning of applicable SEC rules and the listing standards of Nasdaq applicable to audit committee members. Each member of our committee meets the financial literacy requirements under Nasdaq listing standards. Mr. Sender is the Chair of our audit committee and an “audit committee financial expert” as that term is defined under the SEC rules implementing Section 407 of the Sarbanes-Oxley Act. Our audit committee is responsible for, among other things:

• appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;

• discussing with our independent registered public accounting firm their independence from management;

• reviewing with our independent registered public accounting firm the scope and results of their audit;

• approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

• overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

• reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements;

• reviewing our policies on risk assessment and risk management;

• reviewing related party transactions; and

• establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

The audit committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq and is available on our website at https://ir.harmonybiosciences.com/corporate-governance/governance-highlights.

COMPENSATION COMMITTEE

Our compensation committee consists of Messrs. Gracias and Sender and Dr. Wicki, each of whom meets the requirements for independence under the listing standards of Nasdaq and applicable SEC rules and regulations. In addition, our board has determined that Messrs. Gracias and Sender and Dr. Wicki are also “non-employee directors” as defined pursuant to Rule 16b-3 of the Exchange Act. Mr. Gracias is the Chair of our compensation committee. Our compensation committee is responsible for, among other things:

• reviewing and approving corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light of these goals and objectives and setting compensation;

• reviewing and setting, or making recommendations to our board of directors regarding, the compensation of our other executive officers;

• reviewing and making recommendations to our board of directors regarding director compensation;

• reviewing and approving, or making recommendations to our board of directors regarding, our incentive compensation and equity-based plans and arrangements; and

• appointing and overseeing any compensation consultants.

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The compensation committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq and is available on our website at https://ir.harmonybiosciences.com/corporate-governance/governance-highlights.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Our nominating and corporate governance committee consists of Messrs. Nielsen and Sabater, and Ms. Syzper, each of whom meets the requirements for independence under the listing standards of Nasdaq and applicable SEC rules and regulations. Mr. Sabater is the Chair of our nominating and corporate governance committee. The nominating and corporate governance committee is responsible for, among other things:

• identifying qualified individuals to serve as members of our board of directors;

• reviewing the structure and membership of our board of directors and its committees;

• reviewing our corporate governance guidelines; and

• overseeing self-evaluations of our board of directors and management.

The nominating and corporate governance committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq and is available on our website at https://ir.harmonybiosciences.com/corporate-governance/governance-highlights.

BOARD AND COMMITTEE PERFORMANCE EVALUATIONS

Our board of directors and each of its committees will conduct periodic self-evaluations to determine whether they are functioning effectively and whether any changes are necessary to improve their performance. The nominating and corporate governance committee is responsible for overseeing such periodic self-evaluations.

Compensation Committee Interlocks and Inside Participation

None of our executive officers serves as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Stockholder Recommendations and Nominations to the Board of Directors

To be considered for inclusion at the Annual Meeting, stockholder proposals must have been submitted in writing by March 1, 2022. Additionally, any stockholder who intended to submit a proposal regarding a director nomination or who intended to submit a proposal regarding any other matter of business for consideration at the Annual Meeting must have also delivered notice of any such nomination or proposal (including any additional information specified in the Bylaws) to the Company on or before the close of business on March 1, 2022. No such recommendations or nominations were received from our stockholders for consideration at the Annual Meeting.

For annual or special meetings that occur subsequent to our first annual meeting of stockholders, our Bylaws provide that stockholders seeking to nominate candidates for election as directors at any such meeting of stockholders must provide timely notice thereof in writing. To provide timely notice of a nomination at an annual meeting, a stockholder’s notice must generally be received in writing by the Secretary at our principal executive offices with such notice being served not less than 90 nor more than 120 days before the anniversary of the preceding year’s annual meeting. To be considered timely notice of a nomination at a special meeting, a stockholder’s notice must generally be received not more than 120 days prior to the special meeting nor later than the close of business on the later of (i) the 90th day prior to the special meeting and (ii) the 10th day following the day on which public announcement of the date of the special meeting of stockholders is first made.

Although our Bylaws do not give our board of directors the power to approve or disapprove stockholder nominations of candidates to be elected at an annual meeting (although our board of directors does have the power to determine whether any such nomination has been made in accordance with our Bylaws), our Bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of the company.

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Eligible stockholders wishing to recommend a candidate for nomination should contact our Secretary in writing at Harmony Biosciences Holdings, Inc., 630 W. Germantown Pike, Suite 215, Plymouth Meeting, Pennsylvania 19462. Such recommendations must include all of the information required by our Bylaws. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors. For more information, see the section above titled “Questions and Answers About the Proxy Materials and Our Annual Meeting: What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?” on page 5.

Anti-Hedging Policy

Our board of directors has adopted an Insider Trading Compliance Policy, which applies to all of our directors, officers and employees, and certain consultants specified by management. The policy prohibits our directors, officers, employees and specified consultants from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the our equity securities, or that may cause an officer, director, employee or specified consultant to no longer have the same objectives as our other stockholders.

Communications with the Board of Directors

Interested parties wishing to communicate with our board of directors or with an individual member or members of our board of directors may do so by writing to our board of directors or to the particular member or members of our board of directors, as applicable, and mailing the correspondence to our Secretary at Harmony Biosciences Holdings, Inc., 630 W. Germantown Pike, Suite 215, Plymouth Meeting, Pennsylvania 19462.

Each communication should set forth (i) the name and address of the stockholder, as it appears in our records, and if the shares of our common stock are held by a nominee, the name and address of the beneficial owner of such shares, and (ii) the number of shares of our common stock that are owned of record by the record holder and beneficially by the beneficial owner.

Our Secretary, in consultation with appropriate members of our board of directors as necessary, will review all incoming communications and, if appropriate, such communications will be forwarded to the appropriate member or members of our board of directors, or if none is specified, to the Chair of our board of directors.

Corporate Governance Overview

We regularly monitor developments and trends in the area of corporate governance and review our processes and procedures in light of such developments. As part of those efforts, we review federal and state laws affecting corporate governance, as well as rules adopted by the SEC and Nasdaq and we consider industry best practices for corporate governance. We believe that we have in place corporate governance procedures and practices that are designed to enhance our stockholders’ interests.

Corporate Governance Guidelines and Code of Ethics and Conduct Policy

Our board of directors has adopted our Corporate Governance Guidelines that address items such as:

• director qualifications and criteria;

• director orientation and continuing education;

• service on other boards;

• independence and separate sessions of independent directors;

• the potential for a lead director;

• board access to senior management and independent advisors;

• succession planning;

• board of director committees; and

• board of directors meetings.

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In addition, our board of directors has adopted our Code of Ethics and Conduct Policy which applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers, that addresses items such as:

• conflicts of interest;

• disclosures;

• compliance with laws, rules and regulations;

• insider trading;

• reporting, accountability and enforcement;

• corporate opportunities;

• confidentiality and protection and proper use of company assets;

• fair dealing;

• corporate loans and guarantees;

• gifts and favors and personal investments;

• retaliation, discrimination and harassment;

• political contributions; and

• personal conduct and social media.

The full text of our Corporate Governance Guidelines and our Code of Ethics and Conduct Policy is posted in the Corporate Governance section of our website at https://ir.harmonybiosciences.com/corporate-governance/governance-highlights. We will post any amendments to our Corporate Governance Guidelines, Code of Ethics and Conduct Policy and any waivers of our Code of Ethics and Conduct Policy for directors and executive officers on the same website.

Risk Management

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, competitive, legal and compliance, cybersecurity, privacy, platform and product innovation and reputational. We have designed and implemented processes to manage such risks. Although management is responsible for the day-to-day risks we face, one of the key functions of our board of directors is to oversee our risk management process. Our board of directors focuses on our general risk management strategy, the most significant risks facing us and oversees the implementation of risk mitigation strategies by management. Our board of directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions. The committees of our board of directors oversee and review risks that are inherent in their respective areas of oversight. The board of directors periodically receives reports by each committee chair regarding the committee’s considerations and actions. The board of director’s allocation of risk oversight responsibility may change from time to time based on the evolving needs of the Company.

Audit Committee

Our audit committee is primarily responsible for reviewing our major financial risk exposures, our internal controls over financial reporting, our disclosure controls and procedures, related party transactions and legal and regulatory compliance, and, among other things, discusses risk assessment and risk management matters with management and our independent auditors. Our audit committee also reviews matters relating to cybersecurity and other information technology risks, controls and procedures, including those related to data privacy and network security, and any specific cybersecurity issues that could affect the adequacy of the Company’s internal controls.

Compensation Committee

Our compensation committee is primarily responsible for reviewing our risks and exposures associated with executive compensation programs and arrangements, including overall incentive and equity plans.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is primarily responsible for reviewing our risks and exposures associated with board membership, structure and function, corporate governance and overall board effectiveness.

Succession Planning

Our board of directors (or a committee delegated by our board of directors) will work on a periodic basis with our Chief Executive Officer to evaluate the Company’s succession plans for our Chief Executive Officer to ensure adequate succession plans are in place and periodically review the performance of our Chief Executive Officer.

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PROPOSAL NO. 1 ELECTION OF DIRECTORS

Our board of directors is currently composed of nine members. In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three staggered classes of directors. Three Class II directors have been nominated to be elected at the Annual Meeting for a three-year term to succeed the Class II directors whose term is then expiring. Each director’s term continues until the election and qualification of their successor, or such director’s earlier death, resignation, disqualification or removal.

Nominees

Our nominating and corporate governance committee has recommended, and our board of directors has approved Mr. Sabater, Mr. Sender and Ms. Szyper as nominees for election as Class II directors at the Annual Meeting. If elected, Mr. Sabater, Mr. Sender and Ms. Szyper will serve as Class II directors until our 2025 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation, disqualification or removal. Each of the nominees is currently a director of our company and has agreed to serve if elected. For information concerning the nominees, please see “Board of Directors and Corporate Governance.”

If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Mr. Sabater, Mr. Sender and Ms. Szyper. We expect that each of Mr. Sabater, Mr. Sender and Ms. Szyper will accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our board of directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker, bank or other nominee, your broker, bank or other nominee will not vote your shares on this matter.

Vote Required

Our Bylaws provide for plurality voting for the election of directors. “Plurality” means that the three individuals who receive the largest number of votes cast “FOR” by the stockholders entitled to vote are elected as directors. Abstentions will have no effect on the outcome of this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Full details of our plurality voting policy for nominees are set forth in our Bylaws, which are available via the SEC’s website at https://www.sec.gov.

 

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE.

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PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31, 2022. Deloitte has served as our auditor since 2017.

At the Annual Meeting, our stockholders are being asked to ratify the appointment of Deloitte as our independent registered public accounting firm for our fiscal year ending December 31, 2022. Our audit committee is submitting the appointment of Deloitte to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Notwithstanding the appointment of Deloitte and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of our company and our stockholders. Representatives of Deloitte will be present at the Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.

If our stockholders do not ratify the appointment of Deloitte, our board of directors may reconsider the appointment.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to our company by Deloitte for our fiscal years ended December 31, 2021 and 2020.

	2021	2020
	(IN THOUSANDS)
Audit Fees(1)	$    1,469	$    1,115
Audit-Related Fees	$—	$—
Tax Fees	$—	$—
All Other Fees(2)	$2	$—
Total Fees	$1,471	$1,115

(1)
Audit Fees consist of fees for professional services rendered in connection with the audit of our annual financial statements, including audited financial statements presented in our Annual Report on Form 10-K, reviews of our unaudited quarterly financial statements and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years. In fiscal year 2020, this category also includes fees for services incurred in connection with our IPO.

(2)
Represents annual subscription fee for access to Deloitte’s accounting research tool.

Auditor Independence

In our fiscal year ended December 31, 2021, there were no other professional services provided by Deloitte, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of Deloitte.

Pre-Approval Policies and Procedures

Our audit committee is responsible for appointing, setting compensation for, and overseeing the work of our independent registered public accounting firm. In addition, it has established a policy concerning the pre-approval of services performed by our independent registered public accounting firm. Each proposed engagement not specifically identified by the SEC as impairing independence is evaluated for independence implications prior to our entering into a contract with the independent registered public accounting firm for such services. All services provided by Deloitte for our fiscal years ended December 31, 2020 and 2021 were pre-approved by our board of directors in accordance with this policy.

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Vote Required

The ratification of the appointment of Deloitte as our independent registered public accounting firm requires more votes “FOR” than “AGAINST” the proposal. Abstentions will have no effect on the outcome of this proposal. We do not anticipate broker non-votes on this proposal.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP.

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PROPOSAL NO. 3 ADVISORY VOTE ON FREQUENCY OF FUTURE SAY-ON-PAY VOTES

Pursuant to Section 14A of the Exchange Act, which was added under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are asking our stockholders to vote on a non-binding basis on whether future advisory votes on the compensation of our named executive officers, following the first annual meeting during which we hold such a vote, should occur every year, every two years or every three years. We are providing our stockholders the option of selecting a frequency of one, two or three years, or abstaining.

After careful consideration, the board of directors recommends that future advisory votes on the compensation of our named executive officers occur every three years. We believe that this frequency will be the most effective means for conducting and responding to the advisory vote based on a number of considerations, including the following:

• we do not believe that our executive compensation programs encourage unnecessary or excessive risk taking that might be of concern to our stockholders, as confirmed by a review performed by the Company’s management and reviewed by the compensation committee; and

• we believe our executive compensation program is designed to support long-term value creation and a triennial vote will allow our stockholders to better judge the program in relation to our long-term performance.

For the foregoing reasons, we encourage our stockholders to evaluate our executive compensation programs over a multi-year horizon and to review our named executive officers’ compensation over the past fiscal year. Historical compensation for our named executive officers can be found in our proxy statement from the prior year, which can be obtained over the Internet at the SEC’s website, www.sec.gov. In addition, we believe that a triennial advisory vote on the compensation of our named executive officers reflects the appropriate time frame for our compensation committee and the board of directors to evaluate the results of the most recent advisory vote on the compensation of our named executive officers, to discuss the implications of that vote of our stockholders to the extent needed, to develop and implement any adjustments to our executive compensation programs that may be appropriate in light of a past advisory vote on the compensation of our named executive officers, and for stockholders to see and evaluate the compensation committee’s actions in context. In this regard, because the advisory vote on the compensation of our named executive officers occurs after we have already implemented our executive compensation programs for the current year, and because the different elements of compensation are designed to complement one another, we expect that in certain cases it may not be appropriate or feasible to fully address and respond to any one year’s advisory vote on the compensation of our named executive officers by the time of the following years annual meeting of stockholders.

Stockholders will be able to specify one of four choice for this proposal on the proxy card: three years, two years, one year or abstain. Stockholders are not voting to approve or disapprove the board’s recommendation, but rather to indicate their choice among these frequency options. In order for any of the three alternative frequencies to be approved, it must receive a majority of the votes cast on this proposal. In the event that no option receives a majority of the votes cast, we will consider the option that receives the most votes to be the option selected by the stockholders. Abstentions will have the effect of a vote against each frequency option. Broker non-votes will have no effect on the outcome of this proposal. As an advisory vote, this proposal is not binding upon the Company. However, our board of directors values the opinions expressed by our stockholders in their vote proposal, and will carefully consider the outcome of the vote.

 

THE BOARD OF DIRECTORS RECOMMENDS THAT FUTURE ADVISORY

VOTES ON EXECUTIVE COMPENSATION OCCUR EVERY THREE YEARS

UNTIL THE NEXT FREQUENCY ADVISORY VOTE.

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REPORT OF THE AUDIT COMMITTEE

The audit committee’s general role is to assist our board of directors in monitoring our financial reporting process and related matters. The audit committee operates under a written charter approved by Harmony’s board of directors, which is available on Harmony’s website at https://ir.harmonybiosciences.com/corporate-governance/governance-highlights and contains its specific responsibilities. The composition of the audit committee, the attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with the applicable requirements for Nasdaq and the SEC rules. The audit committee will review and assess the adequacy of its charter and the audit committee’s performance on a periodic basis.

With respect to Harmony’s financial reporting process, Harmony’s management is responsible for (i) establishing and maintaining internal controls and (ii) preparing Harmony’s consolidated financial statements. Harmony’s independent registered public accounting firm, Deloitte, is responsible for performing an independent audit of Harmony’s consolidated financial statements in accordance with auditing standards promulgated by the PCAOB, and expressing opinions on the conformity of the financial statements with accounting principles generally accepted in the United States. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare Harmony’s financial statements. Those are fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:

• reviewed and discussed the audited financial statements with management and Deloitte;

• discussed with Deloitte the matters required to be discussed by the applicable requirements of the PCAOB and the SEC; and

• received the written disclosures and the letters from Deloitte required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with Deloitte its independence.

Based on the audit committee’s review and discussions with management and Deloitte, the audit committee recommended to the board of directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the SEC.

Respectfully submitted by the members of the audit committee of the board of directors:

Gary Sender (Chair)

R. Mark Graf

Jack Bech Nielsen

Andreas Wicki, Ph.D.

This report of the audit committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

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EXECUTIVE OFFICERS

The following table identifies certain information about our executive officers as of the date of this proxy statement. Our executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers.

NAME	AGE	POSITION
John C. Jacobs	55	President and Chief Executive Officer
Sandip Kapadia	52	Chief Financial Officer
Jeffrey Dayno, M.D.	64	Chief Medical Officer
Jeffrey Dierks	50	Chief Commercial Officer
Andrew Serafin	47	Chief Strategy Officer

John C. Jacobs. Mr. Jacobs has served as our President and Chief Executive Officer and on our board of directors since June 2018. Previously, Mr. Jacobs served as our Executive Vice President and Chief Commercial Officer from October 2017 to June 2018. Prior to joining us, Mr. Jacobs served as the Senior Vice President and General Manager of the Respiratory Business Unit of Teva Pharmaceuticals Industries Ltd., or Teva, a public pharmaceutical company, from September 2017 to October 2017. He also served as Senior Vice President of Commercial Operations and Innovation of Teva, from September 2016 to September 2017, and as Vice President and General Manager of Teva’s Branded Business in Canada from July 2014 to September 2016. Mr. Jacobs has held positions of increasing scope and responsibility at major pharmaceutical companies including Cephalon Inc., a former public biopharmaceutical and biotechnology company, Wyeth, LLC, a public pharmaceutical company, and Pfizer Inc., a public pharmaceutical and biotechnology company. He has over 25 years of commercial, operations, business and leadership experience across multiple therapeutic areas including central nervous system, sleep disorders, pain care and respiratory, as well as rare disease and other specialty markets. Mr. Jacobs received a B.S. in business from State University of New York College at Plattsburgh and an M.B.A. from The State University of New York at Binghamton. We believe that Mr. Jacobs is qualified to serve on our board of directors due to his skills and experience in brand marketing in the biopharmaceutical industry.

Sandip Kapadia. Mr. Kapadia has served as our Chief Financial Officer since March 2021. Mr. Kapadia previously served as Chief Financial Officer at Intercept Pharmaceuticals, Inc. (“Intercept”), a biopharmaceutical company, from July 2016 to March 2021. Prior to joining Intercept, Mr. Kapadia served as Vice President and Chief Financial Officer at Sandoz Inc., a division of Novartis AG, from July 2014 to June 2016. Mr. Kapadia has served as a director of Passage Bio, Inc., a public biopharmaceutical company, since December 2019. He has also served as a director of Molecular Partners AG since April 2020 and VectivBio Holding AG since October 2020. Mr. Kapadia received an M.B.A. from Rutgers Graduate School of Management and a B.B.A. from Montclair State University.

Jeffrey Dayno, M.D. Dr. Dayno has served as our Chief Medical Officer since November 2017. Dr. Dayno also served as Chief Medical Officer of Eaglet Co., now known as Zyla Life Sciences, from July 2014 to October 2017. Prior to joining Eaglet Co., Dr. Dayno served as Vice President of Global Medical Affairs at ViroPharma, Inc., from August 2011 to January 2014, at which time it was acquired by Shire Pharmaceuticals. Since March 2016, Dr. Dayno has served on the board of directors of Atrin Pharmaceuticals, LLC, a private biopharmaceutical company. Dr. Dayno completed his residency in neurology at Temple University Hospital then completed a fellowship in stroke and cerebrovascular diseases at Henry Ford Hospital in Detroit, Michigan, as part of a National Institutes of Health program grant in stroke. He has over 10 years of experience in clinical and academic medicine and was on the faculty at Jefferson Medical College. Dr. Dayno also has over 20 years of experience in the pharmaceutical industry in leadership roles in companies including Merck & Co., Inc., a public pharmaceutical company, and Cephalon Inc., a formerly public biopharmaceutical and biotechnology company, which was acquired by Teva. He was one of the founding members and served as the Chairman of the Board of the Philadelphia Stroke Council, a non-profit organization dedicated to patient awareness and professional education to advance the efforts toward acute stroke treatment. Since March 2013, Dr. Dayno has been a member of the board of visitors of Temple University School of Medicine. Dr. Dayno received a B.A. in international studies from Trinity College and an M.D. from Temple University School of Medicine.

Jeffrey Dierks. Mr. Dierks has served as our Chief Commercial Officer since July 2018. Prior to his role as Chief Commercial Officer, Mr. Dierks served as our Vice President of Marketing from October 2017 to July 2018. Prior to joining Harmony, Mr. Dierks served in senior marketing roles leading the U.S. Pain Care & Wakefulness portfolio from June 2014 to December 2016 and U.S. Migraine Marketing from December 2016 to October 2017 at Teva Pharmaceuticals. Before joining Teva, Mr. Dierks held commercial roles of increasing responsibility at several major pharmaceutical companies,

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including Janssen Pharmaceuticals Inc., Endo Pharmaceuticals and Wyeth Pharmaceuticals. In 2017, PM360 magazine honored Mr. Dierks as a transformational leader in the pharmaceutical industry and in 2010 with the Trailblazer Award. Mr. Dierks has over 20 years of commercial experience and has led brand teams across numerous therapeutic areas including central nervous system, sleep disorders, pain care and migraines, as well as rare diseases. Mr. Dierks received a B.A. in political science from Western Maryland College and an M.B.A. in marketing from Temple University’s Fox School of Business.

Andrew Serafin. Mr. Serafin has served as our Chief Strategy Officer since January 2021. Previously, Mr. Serafin served as our Chief Business Officer from December 2018 to January 2021 and as our Senior Vice President of Business Development and Corporate Strategy from September 2017 to December 2018. Previously, Mr. Serafin served as the Vice President of Business Development at Marathon Pharmaceuticals, LLC, a private development-stage biopharmaceutical company, from August 2015 to May 2017. He also served as the Vice President of Business Development and General Counsel of AltaThera Pharmaceuticals, LLC, a private pharmaceutical company, from April 2015 to August 2015, and the Vice President of Deal Integration and Associate General Counsel of Lundbeck Inc., or Lundbeck, from July 2006 to March 2015. He also served as acting General Counsel of Lundbeck for six months during his time with the company. Mr. Serafin has over 20 years of experience in mergers and acquisitions and corporate legal counseling in the pharmaceutical, healthcare and technology sectors. He received a B.S. in finance from University of Illinois at Urbana-Champaign, a J.D. from Loyola University Chicago School of Law and an M.B.A. from Northwestern University Kellogg School of Management.

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COMPENSATION COMMITTEE REPORT

The information contained in this Report of the Compensation Committee shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing (except to the extent that we specifically incorporate this information by reference) and shall not otherwise be deemed “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act (except to the extent that we specifically incorporate this information by reference).

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis and, based on such review and discussions, recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Respectfully submitted,

THE COMPENSATION COMMITTEE

Antonio Gracias (Chair)

Gary Sender

Andreas Wicki

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COMPENSATION DISCUSSION AND ANALYSIS

General

In this Compensation Discussion and Analysis, we provide an overview and analysis of the compensation awarded to or earned by our named executive officers identified in the Summary Compensation Table below (each, an “NEO”) during fiscal year 2021, including the elements of our compensation program for NEOs, material compensation decisions made under that program for fiscal year 2021 and the material factors considered in making those decisions. Our NEOs for the year ended December 31, 2021 are:

• John C. Jacobs, President and Chief Executive Officer;

• Sandip Kapadia, Executive Vice President and Chief Financial Officer;

• Jeffrey Dayno, Executive Vice President and Chief Medical Officer;

• Jeffrey Dierks, Executive Vice President and Chief Commercial Officer;

• Andrew Serafin, Executive Vice President and Chief Strategy Officer; and

• Susan Drexler, former Senior Vice President and Chief Financial Officer.

In March 2021, Mr. Kapadia joined the Company as our Chief Financial Officer, at which time Ms. Drexler’s employment with us ended. In addition, on June 9, 2021, Mr. Dierks was promoted from Senior Vice President and Chief Commercial Officer to Executive Vice President and Chief Commercial Officer.

Executive Summary

2021 Compensation Highlights.

Consistent with our compensation philosophy, key compensation decisions for 2021 included the following:

• Base Salaries and Target Annual Cash Incentive Opportunities. The 2021 base salaries and target bonuses for our NEOs remained level or were increased in order to reward our top performers, as described further below.

• Annual Cash Incentives. For 2021, our compensation committee (the “Compensation Committee”) selected Company and individual performance goals for our performance-based annual bonus program that were intended to promote our business plan and short-term goals. Payouts also reflected the Compensation Committee’s assessment of each executive’s performance for the year. In light of the achievement of each of the performance goals, the Compensation Committee determined to pay out annual bonuses at above target levels for each of our NEOs.

• Equity-Based Long Term Incentives. A portion of our NEOs’ target direct compensation consists of equity-based compensation in the form of stock options to purchase shares of our common stock (each, an “option”) and/or awards of restricted stock units covering shares of our common stock (“RSUs”). We believe that options and RSUs effectively align the interests of our executives with those of our stockholders by directly linking compensation to the value of our common stock. Options require an increase in stockholder value in order for our NEOs to realize any value, and RSUs provide additional retentive value.

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Compensation Governance and Best Practices

We are committed to having strong governance standards with respect to our compensation programs, procedures and practices. Our key compensation practices include the following:

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 named executive officers) from engaging in hedging or monetization transactions in Company securities.	✘	Do not provide any compensation-related tax gross-ups.
		✘	Do not maintain any defined benefit pension plans or supplemental executive retirement plans.

Stockholder Advisory Vote on Executive Compensation

We expect to ask our stockholders to vote, at our 2023 annual meeting of stockholders, in a non-binding, advisory vote to approve the compensation of our NEOs (the “Say-on-Pay Vote”). Our Compensation Committee will review the result of this Say-on-Pay Vote, and, depending on the outcome, will implement any necessary changes to our executive compensation program as a result of the vote. We are not required to hold a Say-on-Pay Vote in 2022; however, at our 2022 annual meeting of stockholders, we expect to ask our stockholders to vote in a non-binding, advisory vote regarding the frequency of our Say-on-Pay Votes.

Executive Compensation Objectives and Philosophy

The key objectives of our executive compensation program are to attract, motivate, and reward leaders who create an inclusive and diverse environment and have the skills and experience necessary to successfully execute on our strategic plan to maximize stockholder value. Our executive compensation program is designed to:

• Attract and retain talented and experienced executives in a competitive and dynamic market;

• Motivate our NEOs to help the Company achieve the best possible financial and operational results; and

• Align the long-term interests of our NEOs with those of our stockholders.

We strive to provide a competitive total compensation opportunity to executives while balancing other important factors. Executives may be compensated above or below levels of compensation for similar positions found in the external market based on factors such as experience, performance, scope of position and the competitive demand for proven executive talent, as described further below under “—Determination of Executive Compensation.”

Determination of Executive Compensation

Role of Compensation Committee and Executive Officers

The Compensation Committee is responsible for establishing and overseeing our executive compensation programs and annually reviews and determines (or recommends to the board of directors for approval) the compensation to be provided to our NEOs, including with respect to our Chief Executive Officer.

In setting executive compensation, the Compensation Committee considers a number of factors, including the recommendations of our Chief Executive Officer (other than with respect to the Chief Executive Officer’s own

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compensation) and members of our human resources team, current and past total compensation, competitive market data, Company performance and each executive’s impact on performance, each executive’s relative role and scope of responsibility and potential, each executive’s individual performance and demonstrated leadership, and internal equity pay considerations. Our Chief Executive Officer’s recommendations are based on his evaluation of each other NEO’s individual performance and contributions, of which our Chief Executive Officer has direct knowledge.

Elements of Compensation

Overview

The primary elements of our NEOs’ compensation and the main objectives of each are:

• Base Salary. Base salary attracts and retains talented executives in a competitive market, recognizes individual roles and level of responsibilities, and provides stable income;

• Annual Performance-Based Incentive Compensation. Annual performance bonuses promote and reinforce the attainment of short-term performance objectives and reward executives for their contributions toward achieving those objectives; and

• Equity Based Long-Term Incentive Compensation. Equity compensation, provided in the form of options and RSUs, aligns executives’ interests with our stockholders’ interests, emphasizes long-term financial and operational performance, and helps retain executive talent.

In addition, our NEOs are eligible to participate in our health and welfare programs and our 401(k) plan on the same basis as our other employees. We have also entered into offers of employment letters and/or employment agreements with our NEOs, which include (for some NEOs) severance benefits, among other things. Certain of our NEOs are eligible to receive severance benefits under our Separation Plan. Such arrangements 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 of our Company.

Each of these elements of compensation for 2021 is described further below.

Base Salary

The base salaries of our named executive officers are an important part of their total compensation package, and are intended to reflect their respective positions, duties and responsibilities. Base salary is a visible and stable fixed component of our compensation program. Our Compensation Committee annually reviews and determines the base salaries of our executives.

In 2021, our Compensation Committee approved base salary increases for 2021 of 3.3% for Mr. Jacobs, 3.3% for Mr. Dayno, 15% for Mr. Dierks and 3.3% for Mr. Serafin. These increases were intended to reflect additional considerations set forth above under “Determination of Executive Compensation.” Mr. Dierks’ annual base salary was further increased, effective June 2021, by 12.3% in connection with his promotion to Executive Vice President and Chief Commercial Officer. Our NEOs’ annual base salaries as of December 31, 2021 are as follows:

Named Executive Officer	2021 Annualized Base Salary
John C. Jacobs	$488,680
Sandip Kapadia	$465,000
Jeffrey Dayno	$445,624
Jeffrey Dierks	$400,070
Andrew Serafin	$366,510
Susan Drexler(1)	$332,412

(1)
Reflects Ms. Drexler’s annual base salary prior to her termination of employment in March 2021. Her actual base salary was pro-rated for the portion of the 2021 fiscal year during which she was employed. The actual 2021 base salary paid to Ms. Drexler is set forth in the column entitled “Salary” in the “Summary Compensation Table” below.

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Cash Incentive Compensation

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 named executive officers, participate.

The NEOs’ target bonus opportunities under our 2021 annual bonus program were as follows:

Named Executive Officer	Target Annual Bonus Opportunity (as a Percentage of Base Salary)
John C. Jacobs	75%
Sandip Kapadia	50%
Jeffrey Dayno	50%
Jeffrey Dierks(1)	50%
Andrew Serafin	50%
Susan Drexler(2)	40%

(1)
Effective June 1, 2021, Mr. Dierks’ annual target bonus opportunity was increased from 40% to 50% in connection with Mr. Dierks’ promotion to Executive Vice President and Chief Commercial Officer.

(2)
Reflects Ms. Drexler’s target bonus opportunity prior to her termination of employment in March 2021. Following Ms. Drexler’s termination of employment in March 2021, she was not eligible to receive a bonus under our annual bonus program.

The target bonus opportunities were determined by our Compensation Committee by considering each NEO’s performance, role and responsibilities at our Company. Other than with respect to Mr. Dierks, the target bonus opportunities for each of our named executive officers in 2021 was not increased or changed from fiscal year 2020.

Under the 2021 program, the cash incentive bonuses were earned based upon the achievement of pre-determined Company performance goals for 2021, including goals related to: (i) Net Sales (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 2021:

Performance Goal	Weighting
Net Sales(1)	30%
Clinical Development Programs	25%
Corporate Transaction Goals	20%
Financial Health Goals(2)	15%
Talent and Culture Goals	10%

(1)
Net Sales 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.

(2)
Consists of three subgoals relating to: (i) leveraging alternative financial vehicles (5%), (ii) ensuring SOX compliances (5%) and (iii) company growth (5%).

Under the 2021 bonus program, participants were eligible to receive a percentage of the participant’s target bonus opportunity, ranging up to 125%, based on the level at which each of the performance goals was achieved, as set forth in the following table:

Performance Level	% of Performance Goal Achieved	% Payout
Objective Not Completed	< 80%	75%
Below Expectations:
Category 1	80% - 89%	80%
Category 2	90% - 95%	85%
Category 3	96% - 99%	95%
Meets Expectations	100%(1)	100%
Exceeds Expectations	(2)	112.5%
Exceptional	(3)	125%

(1)
With respect to the Net Sales goal, this performance level would be achieved at $280 million.

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(2)
With respect to the Net Sales goal, this performance level would be achieved at $290 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.

(3)
With respect to the Net Sales goal, this performance level would be achieved at $335 million. With respect to the other goals, this performance level is achieved if the Compensation Committee determines that actual performance exceeded expectations and had a material benefit to the Company, subject to the level at which actual performance exceeded target.

In 2021, we achieved the “Exceptional” performance level for our talent and culture related goals, the “Exceeded Expectations” performance level for each of our Net Sales (which was $305 million) and corporate transaction related goals, and fully or partially achieved the remaining goals. Therefore, our Compensation Committee determined that the corporate performance goals were attained at a level of 111.3%.

Based on the Compensation Committee’s subjective assessment of each NEO’s individual performance and contributions to the Company for 2021, the Compensation Committee decided to award our NEOs (other than Ms. Drexler) with an amount equal to the following percentages of their respective target bonus opportunities for 2021:

Named Executive Officer	% of Target Annual Bonus Opportunity Earned in 2021
John C. Jacobs	105%
Sandip Kapadia	105%
Jeffrey Dayno	110%
Jeffrey Dierks	110%
Andrew Serafin	105%
Susan Drexler(1)	—

(1)
As noted above, in connection with Ms. Drexler’s departure from the Company in March 2021, she was not eligible to receive a bonus under the 2021 annual bonus program.

The NEOs’ actual 2021 performance bonuses are set forth in the column entitled “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table” below.

Other Cash Compensation

Under Mr. Kapadia’s employment agreement, in connection with the commencement of his employment with us in March 2021, Mr. Kapadia is eligible to receive a cash sign-on bonus in the aggregate amount of $350,000. The sign-on bonus is payable in two equal installments of $175,000; the first installment was paid to Mr. Kapadia, in a single lump-sum cash payment, in 2021. The second installment will be paid on June 15, 2022, subject to Mr. Kapadia’s continued employment. Additional information on Mr. Kapadia’s sign-on bonus can be found under the section below titled “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table.”

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.

In 2021, we made the following grants of options and/or RSUs to Messrs. Kapadia and Dierks in connection with their hiring or promotion, as applicable. Due to the multi-year nature of the equity awards granted to our other named executive officers in connection with our IPO in 2020, none of our other named executive officers received equity awards in 2021.

Named Executive Officer	Number of Shares Underlying Stock Options	Number of RSUs
Sandip Kapadia	230,000	60,000
Jeffrey Dierks	53,900	—

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Each of the option awards granted to Messrs. Kapadia and Dierks 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 applicable 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.

Mr. Kapadia’s RSU award vests over four years (i) with respect to 50% of the total RSUs underlying the award on March 29, 2023, and (ii) with respect to 25% of the total RSUs underlying the award on March 29 of 2024 and 2025, subject to continued employment through the applicable vesting date.

Employee Benefits and Perquisites

Retirement Savings, Health and Welfare Benefits

We maintain a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. In 2021, contributions made by participants in the 401(k) plan were matched up to a specified percentage of the employee contributions, and these matching contributions are fully vested at the time they are made. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies.

Health and Welfare Plans

All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, including medical, dental and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability insurance, and life insurance.

We believe the perquisites described above are necessary and appropriate to provide a competitive compensation package to our named executive officers.

No Other Perquisites; No Tax Gross-Ups

Other than as noted above, we do not currently provide perquisites to our NEOs, and we do not view perquisites or other personal benefits as a significant component of our executive compensation program. In the future, we may provide additional perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive officer in the performance of the executive’s duties, to make our executive officers more efficient and effective, and for recruitment, motivation, or retention purposes.

In addition, we do not make gross-up payments to cover our named executive officers’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided by our Company.

Severance and Change in Control Arrangements

We have entered into employment offer letters or employment agreements with each of our named executive officers, which provide certain of our NEOs 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 2021, each of Messrs. Dayno, 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, such 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, 2021, are set forth in the section titled, “—Potential Payments Upon Termination or Change in Control”.

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Other Policies and Considerations

Insider Trading Compliance Policy. For information on our Insider Trading Compliance Policy, see the section above titled “—Anti-Hedging Policy.”

Section 409A. The Compensation Committee takes into account whether components of the compensation for our executive officers will be adversely impacted by the penalty tax imposed by Section 409A of the Internal Revenue Code, and aims to structure these components to be compliant with or exempt from Section 409A to avoid such potential adverse tax consequences.

“Golden Parachute” Payments. Sections 280G and 4999 of the Internal Revenue Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we, or a successor, may forfeit a tax deduction on the amounts subject to this additional tax. While the Compensation Committee may take the potential forfeiture of such tax deduction into account when making compensation decisions, it will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. We currently do not provide any tax gross-ups to cover excise taxes under Section 4999 in connection with a change in control.

Accounting for Stock-Based Compensation. We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, (“ASC Topic 718”), for our share-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards.

Executive Compensation Tables

Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers for the fiscal years ended December 31, 2019, 2020 and 2021.

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 ($)
John C. Jacobs President and Chief Executive Officer	2021	488,680	—	—	—	384,835	12,039	885,554
	2020	473,068	460,035	—	2,296,436	—	835	3,230,734
	2019	454,000	391,575	—	—	—	88	845,663
Sandip Kapadia EVP and Chief Financial Officer	2021	354,155	175,000	1,741,800	3,765,100	185,267	2,610	6,223,933
	2020	—	—	—	—	—	—	—
	2019	—	—	—	—	—	—	—
Jeffrey Dayno EVP and Chief Medical Officer	2021	445,624	—	—	—	245,093	12,027	702,744
	2020	431,388	301,972	—	1,968,249	—	885	2,702,943
	2019	414,000	238,050	—	20,000	—	148	672,175
Jeffrey Dierks(5) EVP and Chief Commercial Officer	2021	381,812	—	—	1,014,398	220,038	12,027	1,628,276
	2020	308,703	172,873	—	2,218,128	—	878	2,700,383
	2019	—	—	—	—	—	—	—
Andrew Serafin EVP and Chief Strategy Officer	2021	366,510	—	—	—	192,418	11,991	570,919
	2020	—	—	—	—	—	—	—
	2019	—	—	—	—	—	—	—
Susan Drexler(6) Former SVP and Chief Financial Officer	2021	83,103	—	—	—	—	285,446	368,549
	2020	—	—	—	—	—	—	—
	2019	—	—	—	—	—	—	—

(1)
Amounts reported for 2021 represent the first installment of Mr. Kapadia’s signing bonus ($175,000), which we paid to him in connection with the commencement of his employment with us in 2021. We provide additional information regarding the signing bonus in the section below titled “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table.”

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(2)
Amounts reflect the full grant-date fair value of options and RSUs granted during 2021 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 13 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

(3)
Amounts reported include actual annual bonuses earned by our named executive officers under our 2021 annual bonus program. We provide additional information regarding the annual bonuses in the section above titled “—Cash Incentive Compensation—Annual Bonus Program.”

(4)
Amounts reported for 2021 consist of the following:

Name	401(k) Plan Matching Contributions	Life Insurance Premiums	Cash Severance	COBRA Severance	Other Severance(1)
John C. Jacobs	11,600	439	—	—	—
Sandip Kapadia	2,325	285	—	—	—
Jeffrey Dayno	11,600	427	—	—	—
Jeffrey Dierks	11,600	427	—	—	—
Andrew Serafin	11,600	391	—	—	—
Susan Drexler	7,542	89	249,310	25,206	3,300

(1)
Amounts include the outstanding balance under an executive coaching program, which the Company paid in full in 2021 on behalf of Ms. Drexler pursuant to the Drexler Separation Agreement.

(5)
In connection with his promotion Executive Vice President and Chief Commercial Officer in June 2021, Mr. Dierks’ annual base salary was increased to $400,070 and his target annual bonus opportunity was increased to 50% of his annual base salary. The changes to Mr. Dierks’ compensation were effective as of June 1, 2021.

(6)
Amounts reported reflect Ms. Drexler’s compensation prior to her termination of employment in March 2021; Ms. Drexler’s 2021 actual base salary was pro-rated for the portion of the 2021 fiscal year during which she was employed.

Grants of Plan-Based Awards in Fiscal 2021

The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2021 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 2021.

Name	Grant Date	Estimated Future 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 ($)
John C. Jacobs	—	274,882	366,510	458,137	—	—	—	—
	3/29/2021	—	—	—	—	230,000(3)	29.03	3,765,100
Sandip Kapadia	3/29/2021	—	—	—	60,000(4)	—	—	1,741,800
	—	132,808	177,078	221,347	—	—	—	—
Jeffrey Dayno	—	167,109	222,812	278,515	—	—	—	—
Jeffrey Dierks	6/1/2021	—	—	—	—	53,900(3)	33.44	1,014,398
	—	132,046	176,062	220,077	—	—	—	—
Andrew Serafin	—	137,441	183,255	229,069	—	—	—	—
Susan Drexler(5)	—	99,724	132,965	166,206	—	—	—	—

(1)
Amounts reflect potential payouts under our 2021 annual bonus program at threshold (or “Objective Not Completed”), target and maximum (or “Exceptional”) amounts based on 2021 base salaries. We provide additional information regarding the annual bonus program in the section above titled “—Cash Incentive Compensation—Annual Bonus Program.”

(2)
Amounts reflect the full grant-date fair value of options and RSUs granted during 2021 computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate these values in Note 13 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

(3)
Represents the number of options granted to the named individual during fiscal year 2021 under our 2020 Incentive Award Plan (the “2020 Plan”). Each option 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 (i.e., March 29, 2021 (for Mr. Kapadia) and June 1, 2021 (for Mr. Dierks)), and (ii) with respect to 1/48 of the total shares underlying the option on each of the first 24 monthly anniversaries of the applicable vesting commencement date thereafter, subject to continued service through the applicable vesting date.

(4)
Represents an award of RSUs granted to the named individual during fiscal year 2021 under the 2020 Plan. This RSU award vests over four years (i) with respect to 50% of the total RSUs underlying the award on March 29, 2023, and (ii) with respect to 25% of the total RSUs underlying the award on March 29 of 2024 and 2025, subject to continued employment through the applicable vesting date.

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(5)
As noted above, in connection with Ms. Drexler’s departure from the Company in March 2021, she was not eligible to receive a bonus under the 2021 annual bonus program.

Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

Named Executive Officer Employment Agreements

We have entered into employment offer letters or employment agreements with each of our named executive officers, the material terms of which are described below.

John C. Jacobs Employment Agreement

On September 6, 2017, we entered into an employment agreement with John C. Jacobs, which was amended and restated effective upon the completion of our IPO. Mr. Jacobs’ employment will continue until terminated upon written notice by either party in accordance with the terms of the employment agreement.

Pursuant to his employment agreement, as amended and restated, Mr. Jacobs’ annual base salary is $473,068; the actual base salary earned by Mr. Jacobs for services during the last completed fiscal year is set forth above in the Summary Compensation Table. In addition, Mr. Jacobs (and his spouse and/or eligible dependents) is eligible to participate in the health and welfare benefit plans and programs maintained by us for the benefit of our employees with comparable responsibilities.

Mr. Jacobs is eligible to earn annual discretionary cash bonuses, determined by our board of directors (or a subcommittee thereof) in its sole discretion based on its assessment of individual and Company performance. Mr. Jacobs’ target bonus opportunity ranges from 50% to 75% of his annual base salary. The payment of any annual bonus, to the extent any annual bonus becomes payable, will be contingent upon Mr. Jacob’s continued employment through the applicable payment date.

In connection with entering into his employment agreement as in effect prior to the completion of our IPO, Mr. Jacobs was awarded an option to purchase 314,751 shares of our common stock. The option vests as to 20% of the shares underlying the option on each of the first five anniversaries of the grant date, subject to Mr. Jacobs’ continued employment with the Company through the applicable vesting date. Upon a “change in control” (as defined in Mr. Jacobs’ employment agreement), Mr. Jacobs’ option will accelerate and vest in full, subject to his continued employment through the change in control.

The severance benefits and payments payable to Mr. Jacobs upon certain qualifying terminations of his employment are summarized below under the section titled, “—Potential Payments Upon Termination or Change in Control.”

In addition, Mr. Jacobs’ employment agreement contains customary confidentiality provisions, as well as standard non-compete and employee non-solicitation restrictions effective during employment and for one year thereafter. Mr. Jacobs’ employment agreement as amended and restated includes a “best pay” provision under Section 280G of the Code, pursuant to which any “parachute payments” that become payable to him will be reduced so that such payments are not subject to any excise tax under Section 4999 of the Code.

Sandip Kapadia Employment Agreement

On March 4, 2021, we entered into an employment agreement with Sandip Kapadia. Mr. Kapadia’s employment under the agreement began on March 31, 2021 and will continue until terminated upon written notice by either party in accordance with the terms of the employment agreement.

Pursuant to his employment agreement, Mr. Kapadia is entitled to receive an annual base salary of $465,000 per year; the actual base salary earned by Mr. Kapadia for services during the last completed fiscal year is set forth above in the Summary Compensation Table. In addition, Mr. Kapadia is eligible to participate in the health and welfare benefit plans and programs maintained by us for the benefit of our employees with comparable responsibilities.

Mr. Kapadia is eligible to earn annual discretionary cash bonuses, as determined by our Chief Executive Officer in his sole discretion, based on the assessment of individual and Company performance. Mr. Kapadia’s target bonus opportunity is 50% of his annual base salary. The payment of any annual bonus, to the extent any annual bonus becomes payable, will be contingent upon Mr. Kapadia’s continued employment through the applicable payment date.

In addition, in connection with the commencement of his employment with us, Mr. Kapadia is eligible to receive a cash sign-on bonus in the aggregate amount of $350,000, payable in two equal installments of $175,000. The first installment

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was paid to Mr. Kapadia on June 15, 2021; the second installment is payable to Mr. Kapadia on June 15, 2022, subject to Mr. Kapadia’s continued employment through the payment date. If Mr. Kapadia resigns from employment without “good reason” (as defined in his employment agreement) within 12 months after receiving the first installment payment, or within 12 months after receiving the second installment payment, Mr. Kapadia is obligated to repay the full amount of either such installment (as applicable) to the Company on an after-tax basis. If Mr. Kapadia’s employment is terminated by the Company without “cause” (as defined in his employment agreement), by Mr. Kapadia for “good reason,” or due to his death or disability, any then-unpaid portion of the sign-on bonus shall be paid to Mr. Kapadia (or his estate, as applicable) within 15 days of the applicable termination date.

In connection with entering into his employment agreement, Mr. Kapadia was awarded (i) 60,000 RSUs (the “Kapadia RSU Award”) and (ii) an option to purchase 230,000 shares of our common stock (the “Kapadia Option Award”), pursuant to the 2020 Plan. The Kapadia RSU Award vests as to 50% of the total RSUs underlying the award on March 29, 2023, and as to 25% of the total RSUs underlying the award on each of the first and second anniversaries of such date, subject to continued employment through the applicable vesting date. The Kapadia Option Award 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 applicable 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.

The severance benefits and payments payable to Mr. Kapadia upon certain qualifying terminations of his employment are summarized below under the section titled, “—Potential Payments Upon Termination or Change in Control.”

In addition, Mr. Kapadia’s employment agreement contains customary confidentiality provisions, as well as standard non-compete and employee non-solicitation restrictions effective during employment and for one year thereafter. Mr. Kapadia’s employment agreement includes a “best pay” provision under Section 280G of the Code, pursuant to which any “parachute payments” that become payable to him will be reduced so that such payments are not subject to the excise tax under Section 4999 of the Code.

Jeffrey Dayno Offer Letter

On October 10, 2017, we entered into an offer letter with Jeffrey Dayno. Mr. Dayno’s employment under the offer letter is at-will, and will continue until terminated at any time by either party.

Pursuant to his offer letter, Mr. Dayno is entitled to receive an annual base salary of $400,000 per year; the actual base salary earned by Mr. Dayno for services during the last completed fiscal year is set forth above in the Summary Compensation Table. In addition, Mr. Dayno is eligible to participate in the health and welfare benefit plans and programs maintained by us for the benefit of our employees.

Mr. Dayno is eligible to earn annual cash bonuses under our bonus program, based on the achievement of individual performance goals relating to our growth and overall performance. Mr. Dayno’s target bonus opportunity is 50% of his annual base salary. The payment of any annual bonus, to the extent any such bonus becomes payable, will be contingent upon Mr. Dayno’s continued employment through the applicable payment date.

In connection with entering into his offer letter, Mr. Dayno was awarded an option to purchase shares of our common stock. The option vests as to 20% of the shares underlying the option on each of the first five anniversaries of Mr. Dayno’s employment start date, subject to his continued employment with the Company through the applicable vesting date. Upon a “change in control” (as defined in our Amended and Restated Equity Incentive Plan (the “Equity Incentive Plan”)), Mr. Dayno’s option will accelerate and vest in full subject to his continued employment through the change in control.

Jeffrey Dierks Offer Letter

On September 7, 2017, we entered into an offer letter with Jeffrey Dierks. Mr. Dierks’ employment under the offer letter is at-will, and will continue until terminated at any time by either party.

Pursuant to his offer letter, Mr. Dierks is entitled to receive an annual base salary of $250,000 per year; the actual base salary earned by Mr. Dierks for services during the last completed fiscal year is set forth above in the Summary Compensation Table. In addition, Mr. Dierks is eligible to participate in the health and welfare benefit plans and programs maintained by us for the benefit of our employees.

Mr. Dierks is eligible to earn annual cash bonuses under our bonus program, based on the achievement of individual performance goals relating to our growth and overall performance. Pursuant to his offer letter, Mr. Dierks’ target bonus

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opportunity is up to 35% of his annual base salary; as noted above, Mr. Dierks’ 2021 target bonus opportunity was 40% of his annual base salary, which increased to 50% on June 1, 2021 in connection with his promotion to Executive Vice President and Chief Commercial Officer. The payment of any annual bonus, to the extent any such bonus becomes payable, will be contingent upon Mr. Dierks’ continued employment through the applicable payment date.

In connection with entering into his offer letter, Mr. Dierks was awarded an option to purchase shares of our common stock. The option vests as to 20% of the shares underlying the option on each of the first five anniversaries of the grant date, subject to Mr. Dierks’ continued employment with the Company through the applicable vesting date. Upon a “change in control” (as defined in the Equity Incentive Plan), Mr. Dierks’ option will accelerate and vest in full subject to his continued employment through the change in control.

Andrew Serafin Offer Letter

On September 8, 2017, we entered into an offer letter with Andrew Serafin. Mr. Serafin’s employment under the agreement is at-will, and will continue until terminated at any time by either party.

Pursuant to his offer letter, Mr. Serafin is entitled to receive an annual base salary of $300,000 per year; the actual base salary earned by Mr. Serafin for services during the last completed fiscal year is set forth above in the Summary Compensation Table. In addition, Mr. Serafin is eligible to participate in the health and welfare benefit plans and programs maintained by us for the benefit of our employees.

Mr. Serafin is eligible to earn annual cash bonuses under our bonus program, based on the achievement of individual performance goals relating to our growth and overall performance. Pursuant to his offer letter, Mr. Serafin’s target bonus opportunity is 40% of his annual base salary; as noted above, Mr. Serafin’s 2021 target bonus opportunity was 50% of his annual base salary. The payment of any annual bonus, to the extent any such bonus becomes payable, will be contingent upon Mr. Serafin’s continued employment through the applicable payment date.

In connection with his offer letter, Mr. Serafin was awarded an option to purchase shares of our common stock. The option vests as to 20% of the shares underlying the option on each of the first five anniversaries of the grant date, subject to Mr. Serafin’s continued employment with the Company through the applicable vesting date. Upon a “change in control” (as defined the Equity Incentive Plan), Mr. Serafin’s option will accelerate and vest in full subject to his continued employment through the change in control.

Susan Drexler Offer Letter and Separation Agreement

On October 23, 2019, Harmony Biosciences, LLC entered into an offer letter with Susan Drexler. As discussed further below, we entered into a separation and general release agreement with Ms. Drexler, dated March 4, 2021 (the “Drexler Separation Agreement”), pursuant to which her employment with the Company terminated, effective as of March 31, 2021 (the “Separation Date”).

Pursuant to her offer letter, Ms. Drexler was entitled to receive an annual base salary of $325,000 per year; the actual base salary earned by Ms. Drexler for services during the last completed fiscal year is set forth above in the Summary Compensation Table. In addition, Ms. Drexler was eligible to participate in the in the health and welfare benefit plans and programs maintained by us for the benefit of our employees.

Prior to the Separation Date, Ms. Drexler was eligible to earn annual cash bonuses under our bonus program, based on the achievement of individual performance goals relating to the Company’s growth and overall performance. Pursuant to her offer letter, Ms. Drexler’s target bonus opportunity was 40% of her annual base salary. The payment of any annual bonus, to the extent any such bonus becomes payable, will be contingent upon Ms. Drexler’s continued employment through the applicable payment date.

In connection with her offer letter, Ms. Drexler was awarded an option to purchase shares of our common stock, subject to applicable service-vesting conditions. As of the Separation Date, 7,303 shares underlying the option were vested and unexercised. Pursuant to the Drexler Separation Agreement, these vested shares will remain outstanding and exercisable until for up to 180 days after the Separation Date. The remaining shares underlying Ms. Drexler’s option were cancelled and forfeited. Additional information on Ms. Drexler’s outstanding option awards can be found under the section below titled “Outstanding Equity Awards at Fiscal Year-End.”

The severance benefits and payments paid or provided to Ms. Drexler upon her termination of employment are summarized below under the section titled, “—Potential Payments Upon Termination or Change in Control.”

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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 named executive officer (other than Ms. Drexler) as of December 31, 2021. As of December 31, 2021, Ms. Drexler did not hold any outstanding equity incentive plan awards.

				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)
John C. Jacobs	(2)	10/2/17	10/1/17	171,801	62,951	$8.22	10/2/27	—	—
	(2)	10/1/18	10/1/18	73,036	48,692	$8.22	10/1/28	—	—
	(2)	3/4/20	3/1/20	7,632	30,528	$8.22	3/4/30	—	—
	(3)	8/18/20	8/21/20	28,971	115,885	$24.00	8/18/30	—	—
Sandip Kapadia	(4)	3/29/21	3/29/21	—	230,000	$29.03	3/29/31	—	—
	(5)	3/29/21	3/29/23	—	—	—	—	60,000	2,558,400
Jeffery Dayno	(2)	11/13/17	11/1/17	32,776	20,694	$8.22	11/13/27	—	—
	(2)	1/7/19	1/1/19	3,651	2,435	$8.22	1/7/29	—	—
	(2)	3/4/20	3/1/20	2,434	9,738	$8.22	3/4/30	—	—
	(3)	8/18/20	8/21/20	26,452	105,808	$24.00	8/18/30	—	—
Jeffrey Dierks	(2)	10/2/17	10/1/17	—	9,739	$8.22	10/2/27	—	—
	(2)	10/1/18	10/1/18	—	4,869	$8.22	10/1/28	—	—
	(2)	3/4/20	3/1/20	—	19,476	$8.22	3/4/30	—	—
	(3)	8/18/20	8/21/20	28,971	115,885	$24.00	8/18/30	—	—
	(4)	6/1/21	6/1/21	—	53,900	$33.44	6/1/31	—	—
Andrew Serafin	(2)	10/1/17	10/1/17	97,383	24,346	$8.22	10/1/27	—	—
	(2)	10/1/18	10/1/18	10,955	7,304	$8.22	10/1/28	—	—
	(2)	3/4/20	3/1/20	730	2,921	$8.22	3/4/30	—	—
	(3)	8/18/20	8/21/20	16,375	65,500	$24.00	8/18/30	—	—

(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, 2021, which was $42.64.

(2)
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, the option will vest and become exercisable in full upon the occurrence of a “change in control” (as defined in the Equity Incentive Plan).

(3)
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.

(4)
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.

(5)
This RSU award 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.

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Option Exercises and Stock Vested in Fiscal 2021

The following table sets forth certain information concerning options exercised for our named executive officers during the year ended December 31, 2021. None of our named executive officers vested in stock awards in 2021.

Name	Option Awards		Stock Awards
	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise(1) ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting(2) ($)
John C. Jacobs	51,300	1,490,523	—	—
Sandip Kapadia	—	—	—	—
Jeffrey Dayno	50,000	1,477,921	—	—
Jeffrey Dierks	45,000	1,231,396	—	—
Andrew Serafin	—	—	—	—
Susan Drexler	7,303	218,652	—	—

(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.

(2)
Amounts are calculated by multiplying the number of shares vested by our closing stock price on the vesting date.

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Potential Payments Upon Termination or Change in Control

Executive Employment Agreements

As discussed above, we have entered into employment offer letters or employment agreements with each of our named executive officers, which provide certain of our NEOs with severance benefits and payments upon certain qualifying terminations of employment, including in connection with a “change in control” of the Company, as summarized below.

John C. Jacobs and Sandip Kapadia

Under the employment agreements with each of Messrs. Jacobs and Kapadia, if the executive’s employment is terminated without “cause” or due to his resignation for “good reason” (each, as defined in the applicable employment agreement), then, subject to the executive’s timely execution and non-revocation of a general release of claims, he will be eligible to receive:

(i)
base salary continuation for a period of 12 months following the Separation Date;

(ii)
12 months of continued coverage under our group health plans at the same level and cost to the executive as was in place prior to the termination date;

(iii)
up to three months (for Mr. Jacobs) or 12 months (for Mr. Kapadia) of outplacement services;

(iv)
for Mr. Kapadia: (A) if such termination occurs prior to March 31, 2023, (x) additional vesting equal to 50% of the shares underlying the Kapadia Option Award and 50% of the RSUs underlying the Kapadia RSU Award and (y) if such termination occurs on or after March 31, 2023, an additional 12 months of vesting for each of the Kapadia Option Award and Kapadia RSU Award (to the extent then-unvested), and any such vested portion of the Kapadia Option Award will remain outstanding and exercisable for not less than 12 months following the termination date; and

(v)
if such termination occurs within 12 months following a “change in control” (as defined in the applicable employment agreement (for Mr. Jacobs) or in the 2020 Plan (for Mr. Kapadia)), then, in addition to the payments and benefits described above, the executive will also receive (A) a lump-sum cash payment equal to his target annual bonus for the year in which the termination occurs, pro-rated through the date of such termination; and (B) for Mr. Kapadia, full accelerated vesting of any portion of the Kapadia Option Award and/or Kapadia RSU Award that is then-outstanding and unvested.

Under Mr. Kapadia’s employment agreement, in addition to the payments and benefits described above, if Mr. Kapadia’s employment is terminated by the Company without cause, by Mr. Kapadia for good reason, or due to his death or disability, any then-unpaid portion of the sign-on bonus payable to Mr. Kapadia pursuant to his employment agreement will be paid to him (or his estate, as applicable) within 15 days of the termination date.

Drexler Separation Agreement

On March 4, 2021, we entered into a separation and general release agreement with Ms. Drexler (the “Drexler Separation Agreement”), pursuant to which her employment with the Company terminated, effective as of March 31, 2021 (the “Separation Date”).

In addition, under the Drexler Separation Agreement, we paid or provided Ms. Drexler with the following severance payments and benefits in 2021:

(i)
base salary continuation for a period of nine months following the Separation Date;

(ii)
Company-subsidized continued health care coverage under COBRA for up to nine months following the Separation Date;

(iii)
up to six months of Company-paid outplacement services (which was not utilized by Ms. Drexler);

(iv)
the remaining balance for Ms. Drexler to complete her ongoing executive coaching program; and

(v)
up to 180 days (rather than 90 days) to exercise any options held by Ms. Drexler that were vested and exercisable as of the Separation Date.

In consideration of the severance payments and benefits provided under the Drexler Separation Agreement, Ms. Drexler was required to execute a general release of claims in favor of the Company. In addition, Ms. Drexler’s eligibility to receive

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or retain such severance payments and benefits is subject to her continued compliance with the restrictive covenant obligations provided under the non-competition and confidentiality agreement that Ms. Drexler entered into with the Company in 2019 in connection with her offer letter. The Drexler Separation Agreement also contains customary confidentiality and non-disparagement provisions.

Separation Plan

On June 23, 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 named executive officers, following qualifying terminations of employment in connection with a “change in control” (as defined in the Separation Plan) of the Company. In 2021, Messrs. Dayno, Dierks and Serafin participated in the Separation Plan.

Under the Separation Plan, if during the period commencing on the 30th day immediately preceding the date on which a change in control is consummated and ending on the three-month anniversary of such change in control, (i) a participant’s employment is terminated by us without “cause” (excluding death or “disability”) or by the participant for “good reason” (each as defined in the Separation Plan) and (ii) the participant is not offered a comparable position by an acquirer, then, we will pay or provide to the participant the following:

(i)
A lump sum cash payment, payable within 60 days following the termination date, equal to the sum of: (A) the portion of the participant’s target annual bonus (as in then in effect) that would have been paid to the participant for the year in which the termination occurs, pro-rated for the portion of the year the participant was employed by us; (B) one-half of the participant’s highest annual base salary as in effect during the 12-month period immediately preceding the termination date or the date of the change in control (whichever is earlier); and (C) the amount necessary to cover the full cost of healthcare coverage under our group health plans for a period of six months following the termination date; and

(ii)
Outplacement assistance, as determined in the discretion of the plan administrator.

A participant’s right to receive the severance payments and benefits described above is subject to his or her delivery and non-revocation of a general release of claims in our favor, and continued compliance with the restrictive covenants contained in the Separation Plan (which includes customary confidentiality and nondisparagement provisions, as well as standard non-compete and employee/customer non-solicitation restrictions effective during employment and for one year thereafter).

Equity Incentive Awards

As discussed above, each of our named executive officers (other than Mr. Kapadia and Ms. Drexler) holds one or more option awards under our Equity Incentive Plan. Upon a “change in control” (as defined in the Equity Incentive Plan), each of these options will accelerate and vest in full, subject to the applicable executive’s continued employment through the date of the change in control.

In addition, each of our named executive officers (other than Ms. Drexler) holds one or more option and/or RSU awards under the 2020 Plan. Under the 2020 Plan, upon a “change in control” (as defined in the 2020 Plan) in which outstanding equity awards have been assumed or substituted, if a participant’s employment is terminated by the Company for any reason (other than for cause or due to the participant’s death or disability) on or within 12 months following the change in control, then (i) any then-unvested award will become fully vested and (as applicable) exercisable or payable, and (ii) with respect to option awards, the applicable participant will have six months following the termination date (or such longer period as may be set forth in the applicable award agreement) to exercise the options.

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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, 2021. However, for Ms. Drexler, amounts shown reflect the actual severance payments and benefits provided to Ms. Drexler in connection with her termination of employment in 2021. 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.

Name	Benefit	Termination Without Cause or for Good Reason (no Change in Control) ($)	Termination due to Death or Disability ($)(1)	Change in Control (no Termination) ($)(2)	Termination Without Cause or for Good Reason (in Connection with a Change in Control) ($)(3)
John C. Jacobs	Cash	488,680	—	—	855,190
	Equity Acceleration(4)	—	—	4,893,526	7,053,622
	Continued Healthcare	32,978	—	—	32,978
	Outplacement Services(5)	6,500	—	—	6,500
	Total(6)	528,158	—	4,893,526	7,948,290
Sandip Kapadia	Cash	640,000	175,000	—	872,500
	Equity Acceleration(4)	2,844,350	—	—	5,688,700
	Continued Healthcare	31,186	—	—	31,186
	Outplacement Services(5)	10,500	—	—	10,500
	Total(6)	3,526,036	175,000	—	6,602,886
Jeffrey Dayno	Cash	—	—	—	467,905
	Equity Acceleration(4)	—	—	1,131,282	3,103,543
	Continued Healthcare	—	—	—	12,798
	Outplacement Services(5)	—	—	—	6,500
	Total(6)	—	—	1,131,282	3,590,746
Jeffrey Dierks	Cash	—	—	—	420,073
	Equity Acceleration(4)	—	—	1,173,171	3,829,148
	Continued Healthcare	—	—	—	5,281
	Outplacement Services	—	—	—	6,500
	Total(5)	—	—	1,173,171	4,261,002
Andrew Serafin	Cash	—	—	—	375,673
	Equity Acceleration(4)	—	—	1,189,934	2,410,854
	Continued Healthcare	—	—	—	16,489
	Outplacement Services(5)	—	—	—	6,500
	Total(6)	—	—	1,189,934	2,809,516
Susan Drexler	Cash	249,310	—	—	—
	Equity Acceleration(4)	—	—	—	—
	Continued Healthcare	25,206	—	—	—
	All Other Payments or Benefits(7)	3,300	—	—	—
	Total(6)	277,816	—	—	—

(1)
For Mr. Kapadia, amounts reflect the payments that would have been made to the executive (or his estate) under his employment agreement on a termination of his employment due to his death or “disability” (as defined in the employment agreement) as of December 31, 2021.

(2)
With respect to option and RSU awards, amounts assume the awards are assumed or substituted in connection with the change in control.

(3)
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 each of Messrs. Jacobs and Kapadia, amounts reflect the payments that would have been made to the executive under their respective employment agreements on a qualifying termination of employment within 12 months following a “change in control” (as defined in the applicable employment agreement (for Mr. Jacobs) or in the 2020 Plan (for Mr. Kapadia)). For each other NEO (other than Ms. Drexler), 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.

40

(4)
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 $42.64, the closing trading price of our common stock on December 31, 2021 and (ii) for the option awards, subtracting the exercise price.

(5)
For Mr. Jacobs, amounts assume that the named individual was provided with up to three months of Company-paid outplacement services, the cost of which is the same for six months of Company-paid outplacement services. For each of Messrs. Dayno, 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.

(6)
Amounts shown for Ms. Drexler are the actual severance payments and benefits paid or provided to Ms. Drexler in connection with her termination of employment in 2021; amounts shown for each other NEO are the maximum potential payment the NEO would have received as of December 31, 2021. Amounts of any reduction pursuant to a 280G best pay provision, if any, would be calculated upon actual termination of employment.

(7)
Amounts include the outstanding balance under Ms. Drexler’s executive coaching program, which the Company paid in full on behalf of Ms. Drexler pursuant to the Drexler Separation Agreement.

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Director Compensation

Director Compensation Program

In 2020, in connection with our IPO, our board of directors adopted and our stockholders approved a non-employee director compensation program (the “Director Compensation Program”). The Director Compensation Program 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”). Jeff Aronin, the Chairman of our board of directors, only will be eligible to receive cash compensation under the Director Compensation Program.

The Director Compensation Program consists of the following components:

Cash Compensation:

• Annual Retainer: $45,000

• Annual Committee Chair Retainer:

• Audit: $20,000

• Compensation: $15,000

• Nominating and Corporate Governance: $10,000

• Annual Committee Member (Non-Chair) Retainer:

• Audit: $10,000

• Compensation: $8,000

• Nominating and Corporate Governance: $5,000

• Annual Non-Executive Chairman of the Board Retainer: $40,000

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:

• Audit Committee Chair: $230,000

• Compensation Committee Chair: $175,000

• Nominating and Corporate Governance Chair: $125,000

• Eligible Director (Non-Chair): $125,000

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.

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 beginning with calendar year 2021 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:

• Audit Committee Chair: $230,000

• Compensation Committee Chair: $175,000

• Nominating and Corporate Governance Chair: $125,000

• Eligible Director (Non-Chair): $125,000

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).

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Compensation under our Director Compensation Program will be subject to the annual limits on nonemployee director compensation set forth in the 2020 Plan.

Equity Awards to Directors in 2021

In 2021, certain of our non-employee directors were granted awards of options, as set forth in the table below.

Non-Employee Director	Number of Shares Subject to Options Granted in 2021
Jeffrey S. Aronin	—
Antonio Gracias	10,144
R. Mark Graf	7,246
Eric Motley(1)	7,246
Jack Bech Nielson	7,246
Juan A. Sabater	7,246
Gary Sender	13,333
Linda Szyper	5,727
Andreas Wicki, Ph.D.	—

(1)
Mr. Motley resigned from our board of directors on August 30, 2021. Accordingly, Mr. Motley forfeited any unvested portion of his option award upon such resignation.

Director Compensation Table

The following table presents information regarding the compensation earned in 2021 by non-employee directors who served on our board of directors during the year. The compensation paid to Mr. Jacobs is presented above in the section entitled “Executive Compensation—2021 Summary Compensation Table.” Mr. Jacobs does not receive any compensation for his services as a member of our board of directors.

Name	Fees Earned or Paid in Cash ($)	Option Awards ($)(1)	Total ($)
Jeffrey S. Aronin	85,000	—	85,000
Antonio Gracias	60,000	174,984	234,984
R. Mark Graf	55,000	124,994	179,994
Eric Motley(2)	33,750	124,994	158,744
Jack Bech Nielsen	60,000	124,994	184,994
Juan A. Sabater	55,000	124,994	179,994
Gary Sender	73,000	229,994	302,994
Linda Szyper(2)	5,890	124,986	130,876
Andreas Wicki, Ph.D.(3)	—	—	—

(1)
Amounts reflect the full grant-date fair value of options granted during 2021 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 13 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

(2)
Mr. Motley resigned from our board of directors in August 2021; Ms. Szyper joined our board of directors in November 2021. Accordingly, amounts shown for Mr. Motley and Ms. Szyper reflect their partial year of service.

(3)
Because Mr. Wicki does not participate in our Director Compensation Program, he did not receive any compensation for his services on our board of directors in 2021.

The table below shows the aggregate numbers of option awards (exercisable and unexercisable) held as of December 31, 2021 by each non-employee director who was serving as of December 31, 2021.

Name	Options Outstanding at Fiscal Year End (#)
Jeffrey S. Aronin	1,007,689
Antonio Gracias	22,761
R. Mark Graf	11,850
Eric Motley	—
Jack Bech Nielsen	16,258
Juan A. Sabater	16,258
Gary Sender	29,916
Linda Szyper	5,727
Andreas Wicki, Ph.D.	—

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of our common stock as of March 28, 2022 (except as otherwise indicated) reflecting:

• each person known by us to beneficially own more than 5% of our common stock;

• each of our directors;

• each of our named executive officers; and

• all of our current executive officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable.

We have based our calculation of the percentage of beneficial ownership on 59,029,934 shares of our common stock outstanding as of March 28, 2022. This total does not include unsettled shares. For the purpose of computing the percentage ownership of the entities and individuals in the chart directly below, we have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 28, 2022 to be outstanding and to be beneficially owned by the person holding the stock option regardless of settlement. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of all listed stockholders is 630 W. Germantown Pike, Suite 215, Plymouth Meeting, Pennsylvania 19462.

The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.

	NUMBER OF SHARES BENEFICIALLY OWNED
NAME OF BENEFICIAL OWNER	COMMON STOCK	%
5% or Greater Stockholders
Valor IV Pharma Holdings, LLC(1)	11,218,033	19.0%
Entities affiliated with FMR LLC (Fidelity)(2)	4,207,599	7.1%
HBM Healthcare Investments (Cayman) Ltd.(3)	3,663,228	6.2%
Entities affiliated with Vivo Capital LLC(4)	4,831,871	8.2%
Marshman Fund Trust II(5)	10,651,120	18.0%
Novo Holdings A/S(6)	2,416,254	4.1%
venBio Global Strategic Fund II LP(7)	2,740,411	4.6%
Entities affiliated with BlackRock, Inc.(8)	3,739,766	6.3%
Named Executive Officers and Directors:
John C. Jacobs(9)	249,072	*
Jeffrey Dayno(10)	67,747	*
Jeffrey Dierks(11)	14,471	*
Sandip Kapadia	—	*
Andrew Serafin(12)	126,173	*
Jeffrey S. Aronin	251,922	*
Antonio Gracias(13)	11,232,384	19.0%
R. Mark Graf(14)	9,548	*
Jack Bech Nielsen(15)	4,842,121	8.2%
Juan A. Sabater(16)	11,228,283	19.0%
Gary Sender(17)	18,860	*
Linda Szyper(18)	954	*
Andreas Wicki, Ph.D.(3)	3,663,228	6.2%
All current directors and executive officers (13 persons)(19)	20,486,730	34.7%

*
Represents beneficial ownership of less than 1% of outstanding shares of our common stock.

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(1)
Based solely on information contained in a Schedule 13G/A filed on February 10, 2022. As of December 31, 2021, Valor IV Pharma Holdings, LLC was the holder of record of the shares reported in the table above. Valor Management L.P. is the managing member of Valor Equity Capital IV LLC, which is the general partner of Valor Equity Associates IV L.P., which, in turn, is the general partner of each of Valor Equity Partners IV L.P., Valor Equity Partners IV-A L.P. and Valor Equity Partners IV-B L.P. (collectively, the “Valor Funds”). The Valor Funds are the sole members of Valor IV Pharma Holdings, LLC. By virtue of their positions with Valor Management L.P., each of Messrs. Gracias and Sabater, both members of our board of directors, may be deemed to share beneficial ownership over the shares of the Company (the “Valor Shares”) held of record by Valor IV Pharma Holdings, LLC; however, each disclaims beneficial ownership of the Valor Shares. The address of Valor IV Pharma Holdings, LLC, Antonio Gracias and Juan Sabater is c/o Valor Equity Partners, 875 North Michigan Avenue, Suite 3214, Chicago, IL 60611.

(2)
Based solely on a Schedule 13G/A filed with the SEC on February 9, 2022, reporting the beneficial ownership of FMR LLC in its role as a parent holding company (“FMR”) as of December 31, 2021. As reported in such filing, FMR has sole voting power over 1,631,802 shares, sole dispositive power over 4,207,599 shares, and no shared voting or dispositive power over any shares. The address for each of the entities affiliated with FMR and identified above is 245 Summer Street, Boston, Massachusetts 02210.

(3)
Based solely on information contained in a Schedule 13G/A filed on February 11, 2022 and other public filings. Consists of 3,663,228 shares of common stock held by HBM Healthcare Investments (Cayman) Ltd. Voting and investment power over the shares of the Company held by HBM Healthcare Investments (Cayman) Ltd. (the “HBM Shares”) is exercised by the board of directors of HBM Healthcare Investments (Cayman) Ltd. (the “HBM Board”). The HBM Board consists of Dr. Wicki, a member of our board of directors, Jean-Marc LeSieur, Richard H. Coles, Sophia Harris, Mark Kronenfeld, M.D. and Richard Paul Woodhouse, none of whom has individual voting or investment power with respect to the HBM Shares. The address for Dr. Wicki is Bundesplatz 1, CH-6301 Zug, Switzerland. The address for HBM Healthcare Investments (Cayman) Ltd. is Governor’s Square, Suite 4-212-2, 23 Lime Tree Bay Avenue, West Bay, Grand Cayman, Cayman Islands.

(4)
Based solely on information contained in a Schedule 13G/A filed on February 11, 2022 and other public filings. Consists of (i) 4,254,330 shares of common stock held of record by Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P., for both of which Vivo Capital VIII, LLC is the general partner; (ii) 541,378 shares of common stock held of record by Vivo Opportunity Fund Holdings, L.P., for which Vivo Opportunity, LLC is the general partner; and (iii) 36,163 shares of Common Stock are held of record by Vivo Capital Fund IX, L.P., for which Vivo Capital IX, LLC is the general partner. Jack Nielsen, a member of our board of directors, is a Managing Partner of Vivo Capital LLC, the management company of Vivo Capital VIII, LLC, Vivo Opportunity, LLC and Vivo Capital IX, LLC. Additionally, as a managing member of each of Vivo Capital VIII, LLC and Vivo Capital IX, LLC, Jack Nielsen shares voting and dispositive power with respect to the shares held of record by Vivo Capital Fund VIII, L.P., Vivo Capital Surplus Fund VIII, L.P. and Vivo Capital Fund IX, L.P. with other managing members, but disclaims beneficial ownership of such shares except to the extent of his individual pecuniary interest therein. The address for Jack Nielsen and each of the entities affiliated with Vivo Capital LLC and listed above is c/o Vivo Capital LLC, 192 Lytton Avenue, Palo Alto, CA 94301.

(5)
Based solely on information contained in a Schedule 13G filed on January 29, 2021. Consists of 10,651,120 shares of common stock held by Marshman Fund Trust II (the “Marshman Shares”). Matthew Gaines, Lisa Aronin and Greg Aronin, serve as the trustees of Marshman Fund Trust II and as a result each may be deemed to beneficially own the Marshman Shares. Each of the trustees disclaims any such beneficial ownership of the Marshman Shares. The address for Marshman Fund Trust II is 330 N. Wabash Ave, Suite 3500, Chicago, IL 60611.

(6)
Based solely on information contained in a Schedule 13G/A filed on May 21, 2021. Consists of 2,416,254 shares of common stock held by Novo Holdings A/S (“Novo”). Novo, through its Board of Directors (the “Novo Board”), has the sole power to vote and dispose of the securities of the Company held by Novo Holdings A/S (the “Novo Shares”). The Novo Board may exercise voting and dispositive control over the Novo Shares only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Novo Shares. The address of Novo is Tuborg Havnevej 19, 2900 Hellerup, Denmark.

(7)
Based solely on information contained in a Schedule 13G/A filed on February 14, 2022. Consists of 2,740,411 shares of common stock of the Company (the “venBio Shares”) held of record by venBio Global Strategic Fund II, L.P. (“Fund II”). venBio Global Strategic GP II, L.P. (“General Partner II”) is the sole general partner of Fund II, and venBio Global Strategic GP II, Ltd. (“GP Ltd. II”) is the sole general partner of General Partner II. Robert Adelman and Corey Goodman are directors of GP Ltd. II (collectively, the “venBio Directors”). Accordingly, each of General Partner II, GP Ltd. II, and the venBio Directors may be deemed to indirectly beneficially own the Shares reported herein. Each of Fund II, General Partner II, GP Ltd. II, and the venBio Directors disclaims beneficial ownership of such securities except for the shares, if any, such person holds of record. The address for Fund II, General Partner II and GP Ltd. II is c/o venBio Partners, LLC, 1700 Owens Street, Suite 595, San Francisco, CA 94158.

(8)
Based solely on a Schedule 13G/A filed with the SEC on February 4, 2022, reporting the beneficial ownership of Blackrock, Inc. in its role as a parent holding company (“Blackrock”) as of December 31, 2021. As reported in such filing, Blackrock has sole voting power over 3,706,394 shares, sole dispositive power over 3,739,766 shares, and no shared voting or dispositive power over any shares. The address for each of the entities affiliated with Blackrock and identified above is 55 East 52nd Street, New York, NY 10055.

(9)
Represents 249,072 shares of common stock issuable upon settlement of options which have vested or will vest within 60 days of March 28, 2022.

(10)
Represents 67,747 shares of common stock issuable upon settlement of options which have vested or will vest within 60 days of March 28, 2022.

(11)
Represents 14,471 shares of common stock issuable upon settlement of options which have vested or will vest within 60 days of March 28, 2022.

(12)
Represents 126,173 shares of common stock issuable upon settlement of options which have vested or will vest within 60 days of March 28, 2022.

(13)
Represents 11,218,033 shares of common stock as described in footnote 1 and 14,349 shares of common stock issuable upon settlement of options which have vested or will vest within 60 days of March 28, 2022.

(14)
Represents 9,548 shares of common stock issuable upon settlement of options which have vested or will vest within 60 days of March 28, 2022

(15)
Represents 4,831,871 shares of common stock as described in footnote 4 and 10,250 shares of common stock issuable upon settlement of options which have vested or will vest within 60 days of March 28, 2022.

(16)
Represents 11,218,033 shares of common stock as described in footnote 1 and 10,250 shares of common stock issuable upon settlement of options which have vested or will vest within 60 days of March 28, 2022.

(17)
Represents 18,860 shares of common stock issuable upon settlement of options which have vested or will vest within 60 days of March 28, 2022.

(18)
Represents 954 shares of common stock issuable upon settlement of options which have vested or will vest within 60 days of March 28, 2022.

(19)
The common stock reported herein consists of (i) 16,049,904 shares of common stock beneficially owned by our directors and officers; (ii) 457,463 shares of common stock issuable upon settlement of options which our executive officers have the right to acquire within 60 days of March 28, 2022; and (iii) 64,211 shares of common stock issuable upon settlement of options which our non-employee directors have the right to acquire within 60 days of March 28, 2022. For the purposes of this calculation, the Valor Shares for which each of Messrs. Gracias and Sabater may be deemed beneficial owners are only counted once.

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RELATED PERSON TRANSACTIONS

We describe below transactions and series of similar transactions since the beginning of our last fiscal year to which we were a party or will be a party, in which:

• the amounts involved exceeded or will exceed $120,000; and

• any of our directors, nominees for director, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Second Amended and Restated Investors’ Rights Agreement

In August 2019, we entered into a Second Amended and Restated Investors’ Rights Agreement (the “IRA”), pursuant to which certain holders of our preferred stock, or the Preferred Investors, many of which are beneficial holders of more than 5% of our capital stock or are entities with which certain of our directors are affiliated, are entitled to rights with respect to the registration of their shares under the Securities Act. The registration rights under the IRA terminate upon the earliest of: (i) such date after the completion of our IPO on which all shares of registrable securities may be sold during any three (3) month period pursuant to Rule 144 of the Securities Act, (ii) the fifth anniversary of the completion of our IPO, (iii) the occurrence of a deemed liquidation event or (iv) the date that no registrable securities remain outstanding that have not previously been sold to the public pursuant to a registration or in reliance on Rule 144 of the Securities Act.

Paragon Advisory Fee

In August 2021, we paid an advisory fee of $2.3 million to Paragon Health Capital in connection with the Blackstone Credit Agreement. Paragon Health Capital shares common ownership with us and our Chairman, Jeff Aronin, is the Chairman of the Board of Managers of Paragon Health Capital.

Paragon Right of Use Agreement

We are party to a right of use agreement with Paragon, whereby we have access to and the right to use certain office space leased by Paragon in Chicago, Illinois. For the year ended December 31, 2021, we incurred fees of $0.3 million pursuant to this agreement.

Other than as described above, since January 1, 2021, we have not entered into any transactions, nor are there any currently proposed transactions, between us and a related person where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or will have a direct or indirect material interest.

Indemnification of Directors and Officers

Our amended and restated certificate of incorporation and Bylaws provide that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by Delaware law. Delaware law prohibits our restated certificate of incorporation from limiting the liability of our directors for the following:

• any breach of the director’s duty of loyalty to us or to our stockholders;

• acts or omissions not in good faith or that involve intentional misconduct of a knowing violation of law;

• unlawful payment of dividends or unlawful stock repurchases or redemptions; and

• any transaction from which the director derived an improper personal benefit.

If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our amended and restated certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Under our Bylaws, we may purchase insurance on behalf of any person whom we are required or permitted to indemnify.

In addition to the indemnification required in our amended and restated certificate of incorporation and Bylaws, we have entered into an indemnification agreement with each member of our board of directors and each of our officers. These

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agreements provide for the indemnification of our directors and officers for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party or other participant, or are threatened to be made a party or other participant, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of our company, by reason of any action or inaction by them while serving as an officer, director, agent or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity. In the case of an action or proceeding by or in the right of our company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. We believe that these charter and bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. Moreover, a stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

Policies and Procedures for Related Person Transactions

In connection with the consummation of our IPO, we adopted a written policy on transactions with related persons. Our audit committee has the primary responsibility for reviewing and approving or disapproving “related person transactions,” which include material transactions, arrangements or relationships in which the Company was, is or will be a participant and in which any related person had, has or will have a direct or indirect material interest. Transactions in excess of $120,000 are presumed to be a “material transaction,” although transactions involving lower amounts may be material based on the facts and circumstances. Our related person transaction policy provides that a related person is defined as any director, executive officer, nominee for director or beneficial owner of more than 5% of any class of the Company’s voting securities, any immediate family member of the foregoing persons or any firm, corporation or other entity in which (i) any of the foregoing persons is employed as an executive officer or is a general partner, managing member or principal or (ii) any director, executive officer, nominee for director or 5% beneficial owner is employed.

Under our related persons transaction policy, the audit committee of our board of directors shall review the relevant facts and circumstances of each related person transaction (other than pre-approved transactions such as certain compensation matters and certain transactions that arise in the ordinary course of business) and either approve or disapprove of such related person transaction. In determining whether to approve or disapprove of such transaction, our audit committee will take into account, among other factors it deems appropriate, (i) whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated party, (ii) the extent of such related person’s interest in the transaction and (iii) take into account any conflicts of interest or corporate opportunity provisions outlined in our Code of Ethics and Conduct Policy. Under our policy, management must present to the audit committee each proposed related person transaction, including all relevant facts and circumstances relating thereto and also update the audit committee regarding any material changes to any approved or ratified related person transaction. Whenever feasible, such related person transaction shall not be consummated until the audit committee has approved or ratified such transaction. Management is also required to provide a status report of all then-current related person transactions at least annually at an audit committee meeting or as needed.

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OTHER MATTERS

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10% of our common stock, file reports of ownership and changes of ownership with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

SEC regulations require us to identify in this proxy statement anyone who filed a required report late during the most recent fiscal year. Based on our review of forms we received, or written representations from reporting persons stating that they were not required to file these forms, we believe that during our fiscal ended December 31, 2021, all Section 16(a) filing requirements were satisfied on a timely basis, except for the following failures to timely file: one Form 4 for each of Antonio J. Gracias, R. Mark Graf, Eric L. Motley, Jack Nielsen, Juan A. Sabater and Gary Sender (each filed with the SEC on June 14, 2021) related to stock options granted in accordance with our Non-Employee Director Compensation Program, and one Form 4 for Jeffrey Dierks (filed with the SEC on June 15, 2021) related to stock options granted in connection with Mr. Dierks promotion to Executive Vice President and Chief Commercial Officer.

Fiscal Year 2021 Annual Report and SEC Filings

Our financial statements for our fiscal year ended December 31, 2021 are included in our Annual Report on Form 10-K. This proxy statement and our annual report are posted on our website at https://ir.harmonybiosciences.com/

financial-information/sec-filings and are available from the SEC at its website at https://www.sec.gov. You may also obtain a copy of our annual report without charge by sending a written request to Harmony Biosciences Holdings, Inc., Attention: Investor Relations, 630 W. Germantown Pike, Suite 215, Plymouth Meeting, Pennsylvania 19462.

Householding

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. A number of brokers with account holders who are stockholders may be householding the Company’s proxy materials. If you receive a householding notification from your broker, a single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received by your broker. Once you receive notice from your broker that they will be householding communications to your address, householding will continue until you are notified otherwise.

Stockholders who receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their broker. In addition, if you receive a householding notification and wish to receive a separate annual report or proxy statement at your address, you should also contact your broker directly.

Special Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “outlook,” “intend,” “expect,” “predict,” “potential” and similar expressions, or the negative of these terms and similar expressions, as they relate to Harmony, our business and our management. These statements include statements about Harmony’s plans, objectives, strategies, financial performance and outlook, trends, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual financial results, performance, achievements or prospects may differ materially from those expressed or implied by these forward-looking statements.

*  *  *

The board of directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares of our common stock they represent in accordance with their own judgment on such matters.

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It is important that your shares of our common stock be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote by telephone or by using the Internet as instructed on the enclosed proxy card or execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ John C. Jacobs

John C. Jacobs

President, Chief Executive Officer and Director

Plymouth Meeting, Pennsylvania

April 8, 2022

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