Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Sandip Kapadia as Chief Financial Officer
On March 15, 2021, Harmony Biosciences Holdings, Inc. (the “Company”) announced that Sandip Kapadia has been appointed as Chief Financial Officer of the Company, effective as of March 29, 2021 (the “Effective Date”). Mr. Kapadia will succeed Susan L. Drexler, whose resignation as Chief Financial Officer of the Company will be effective as of the Effective Date, as previously disclosed by the Company.
Mr. Kapadia, age 51, 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.
Mr. Kapadia has no family relationships with any director or executive officer of the Company. There are no transactions involving Mr. Kapadia that would be required to be reported under Item 404(a) of Regulation S-K.
Chief Financial Officer Employment Agreement and Equity Awards
In connection with Mr. Kapadia’s appointment, the Company’s operating subsidiary, Harmony Biosciences, LLC (“Harmony”) entered into an employment agreement with Mr. Kapadia (the “Employment Agreement”), pursuant to which he will serve, starting on or about March 31, 2021 (the “Employment Start Date”), as Chief Financial Officer of Harmony and will report directly to the Chief Executive Officer of Harmony. Mr. Kapadia’s employment pursuant to the Employment Agreement will continue until terminated in accordance with its terms.
Under the Employment Agreement, Mr. Kapadia is entitled to receive an annual base salary of $465,000, and is eligible to receive an annual performance bonus targeted at 50% of his annual base salary. The actual amount of any annual bonus will be determined by reference to the attainment of applicable Harmony and/or individual performance objectives. In addition, Mr. Kapadia is entitled to receive a sign-on bonus in an aggregate amount of $350,000, which will be paid in two equal installments on June 15, 2021 and June 15, 2022, subject to his continued employment. The sign-on bonus is subject to repayment if Mr. Kapadia resigns without good reason during the 12-month period following the applicable payment date; in addition, if his employment is terminated without cause, for good reason or due to death or disability, he will be entitled to receive any unpaid installment of the sign-on bonus. Mr. Kapadia also will be eligible to participate in customary health, welfare and fringe benefit plans provided by Harmony to its employees.
Pursuant to the Employment Agreement, Mr. Kapadia will be entitled to receive a stock option to purchase 230,000 shares of the Company’s common stock and a restricted stock unit award covering 60,000 shares of the Company’s common stock. The restricted stock unit award will vest as to 50% of the restricted stock units on the second anniversary of the Employment Start Date, and with respect to 25% of the restricted stock units on each of the third and fourth anniversaries of the Employment Start Date. The option will vest and become exercisable as to 50% of the underlying shares on the second anniversary of the Employment Start Date, and as to the remaining 50% in substantially equal monthly installments during the two-year period thereafter.
If Mr. Kapadia experiences a termination of employment by Harmony without cause or for good reason, then, in addition to any accrued amounts, he will be entitled to receive the following severance payments and benefits:
| | • | | A cash severance amount equal to his annual base salary, payable in substantially equal installments over the 12-month period following the termination date. |
| | • | | Harmony-subsidized healthcare coverage for 12 months following the termination date. |
| | • | | If such termination occurs prior to the second anniversary of the Employment Start Date, 50% of the shares underlying each of the Company stock option and restricted stock unit award granted to Mr. Kapadia in connection with the Employment Agreement will vest, and the stock option will remain exercisable for up to 12 months following the termination date. |
| | • | | If any such termination occurs on or after such second anniversary, then each of the Company stock option and restricted stock unit award will vest with respect to the shares that would have vested over the 12-month period following the termination date. |
| | • | | Company-paid outplacement services for up to 12 months following the termination date. |
