Harmony Biosciences (HRMY) names new COO and reshapes its board
Rhea-AI Filing Summary
Harmony Biosciences Holdings, Inc. appointed Peter Anastasiou as Senior Executive Vice President and Chief Operating Officer, effective April 2, 2026, and he resigned from the board to assume the executive role. The company also appointed Troy Ignelzi as a Class III director and announced that Antonio Gracias will not stand for re-election at the 2026 annual meeting.
Under his employment agreement, Anastasiou will receive a $600,000 annual base salary, a target annual bonus equal to 55% of salary, and a stock option award with a grant date fair value of $3,700,000, together with severance protections and customary restrictive covenants. Ignelzi will serve on the Audit and Compensation Committees and is deemed an independent director, while the board has nominated Geno J. Germano for election at the 2026 annual meeting.
Positive
- None.
Negative
- None.
8-K Event Classification
Key Figures
Key Terms
Chief Operating Officer financial
Class III director financial
Audit Committee financial
change in control financial
parachute payments financial
Section 280G of the Internal Revenue Code financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Trading | | Name of each exchange | |
Title of each class | Symbol(s) | on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating Officer; Resignation of Director
On April 2, 2026, Harmony Biosciences Holdings, Inc. (the “Company”) named Peter Anastasiou the Company’s Senior Executive Vice President and Chief Operating Officer (“COO”), effective April 2, 2026. In connection with his appointment as COO, on April 2, 2026, Mr. Anastasiou provided notice of his resignation as a Class III member of the board of directors (the “Board”) of the Company and any committees thereof, effective as of April 2, 2026. Mr. Anastasiou’s resignation was not due to any disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company.
Mr. Anastasiou, age 55, has served on the Board since November 2023. He also served as Chief Executive Officer and as a member of the board of directors of Capsida Biotherapeutics, a next-generation integrated gene therapy company, from January 2022 to October 2025. Prior to Capsida, from November 2009 to December 2021, Mr. Anastasiou served in various roles at Lundbeck, a pharmaceutical company publicly traded on the Copenhagen Stock Exchange, including most recently as Executive Vice President and President of North America, and prior to that as Chief Commercial Officer for the U.S. and Vice President and General Manager for Psychiatry. In addition, he served as a member of the board of directors of Lundbeck from January 2016 to December 2021. Mr. Anastasiou currently serves on the Global Advisory Board of the Healthcare Businesswomen’s Association and has previously served on the boards of several private organizations, including the Pharmaceutical Research and Manufacturers Association (PhRMA), Kids Above All and Bear Necessities Pediatric Cancer Foundation. Mr. Anastasiou received a B.A. in Economics and Management from Albion College and an M.B.A. from Kelley School of Business, Indiana University.
In connection with Mr. Anastasiou’s appointment as COO, Harmony Biosciences Management, Inc., a wholly owned subsidiary of the Company (“Harmony”), executed an Executive Employment Agreement with Mr. Anastasiou (the “Employment Agreement”). Mr. Anastasiou’s employment pursuant to the Employment Agreement will continue until terminated in accordance with its terms.
Under the Employment Agreement, Mr. Anastasiou is entitled to receive (i) an annual base salary of $600,000 and (ii) a target annual bonus opportunity of 55% of his annual base salary, effective as of April 2, 2026. The actual amount of any annual bonus will be determined by reference to the attainment of applicable Harmony and/or individual performance objectives. Mr. Anastasiou will be eligible to participate in customary health, welfare and fringe benefit plans provided by Harmony to its employees.
Pursuant to the Employment Agreement, the Company will grant Mr. Anastasiou an option award with an aggregate grant date fair value of $3,700,000, which vests with respect to 25% of the underlying shares of the option award on the first anniversary of the grant date and with respect to 75% of the underlying shares of the option award on a quarterly basis thereafter until the fourth anniversary of the grant date, subject to Mr. Anastasiou’s continued employment through each vesting date.
If Mr. Anastasiou 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 first anniversary of Mr. Anastasiou’s start date, 25% of the shares underlying the Company stock option award granted to Mr. Anastasiou 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 first anniversary, then the Company stock option 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. |
If either such termination of employment occurs during the 12-month period following a change in control of the Company, then Mr. Anastasiou also will receive (i) any earned but unpaid annual bonus for the year prior to the year of termination, (ii) a pro-rata target annual bonus for the year of termination and (iii) full accelerated vesting of the stock option granted to Mr. Anastasiou in connection with the Employment Agreement.
The severance described above would be subject to his execution and non-revocation of a general release of claims in favor of the Company and continued compliance with restrictive covenants.
The Employment Agreement contains customary confidentiality, non-competition and non-solicitation provisions, and also includes a “best pay” provision under Section 280G of the Internal Revenue Code, pursuant to which any “parachute payments” that become payable to Mr. Anastasiou will be either paid in full or reduced so that such payments
are not subject to the excise tax under Section 4999 of the Internal Revenue Code, whichever results in better after-tax treatment for Mr. Anastasiou.
The foregoing description of the Employment Agreement is qualified in its entirety by the full text of such agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
There are no family relationships between Mr. Anastasiou and any director or executive officer of the Company, and he has no indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Appointment of Troy Ignelzi to Board of Directors
Effective April 2, 2026, the Board, upon recommendation of the Nominating and Governance Committee of the Board, appointed Troy Ignelzi, age 58, as a Class III director, effective April 2, 2026, filling the vacancy in the Board created by the resignation of Mr. Anastasiou. Mr. Ignelzi was also appointed to serve on the Audit Committee of the Board and the Compensation Committee of the Board, effective May 14, 2026. Mr. Ignelzi will hold office until the Company’s 2026 annual meeting of stockholders, anticipated to be held on May 14, 2026 (the “Annual Meeting”), and until his successor shall be elected and qualified or until his earlier death, resignation, retirement, disqualification or removal.
Mr. Ignelzi has served as Chief Financial Officer of Rapport Therapeutics, Inc. since November 2023. From March 2019 to September 2023, Mr. Ignelzi served as Chief Financial Officer at Karuna Therapeutics, Inc. Prior to this, Mr. Ignelzi served as Chief Financial Officer of scPharma from 2016 to February 2019. From 2014 to 2016, Mr. Ignelzi served as Chief Financial Officer and as a member of the executive leadership teams at Juventas Therapeutics Inc. Earlier in his career, Mr. Ignelzi served as Senior Vice President, Operations and Business Development, of Pharmalex GmbH, and in various positions at Esperion Therapeutics, Inc., Insys Therapeutics, Inc., and Eli Lilly and Company. Mr. Ignelzi has served on the boards of directors of Vedanta Biosciences, Inc., since November 2020, and Abivax S.A. since July 2023. Mr. Ignelzi previously served on the board of directors of CinCor Pharma, Inc. from March 2021 to February 2023. Mr. Ignelzi holds a Bachelor of Science degree in accounting from Ferris State University. Mr. Ignelzi was selected to serve on the Board because of his extensive experience in the life sciences industry, and the Company believes he will bring valuable experience and insight to the Board.
The Board has determined that Mr. Ignelzi qualifies as an independent director under the corporate governance standards of The Nasdaq Stock Market LLC and the rules and regulations of the Securities and Exchange Commission, including those applicable to audit committee members. Mr. Ignelzi was not appointed to the Board pursuant to any arrangement or understanding with any other person. Mr. Ignelzi has no family relationships with any director or executive officer of the Company and there are no transactions in which Mr. Ignelzi has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Ignelzi will receive compensation consistent with that provided to non-employee directors as described in the Company’s director compensation program.
The Company and Mr. Ignelzi will enter into the Company’s standard form of indemnification agreement for directors, a copy of which was previously filed as Exhibit 10.12 to Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-240122) and is incorporated herein by reference.
Departure of Director
On March 31, 2026, Antonio Gracias, a Class III director of the Board, notified the Board that he would not stand for re-election as a director of the Company. Mr. Gracias’ decision not to stand for re-election was not due to any disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company. Mr. Gracias’ term is scheduled to end at the beginning of the Annual Meeting.
Item 7.01. Regulation FD Disclosure.
On April 2, 2026, the Company issued a press release announcing the officer and director changes discussed above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | | |
No. | Description | |
10.1 | Executive Employment Agreement between Harmony Biosciences Management, Inc. and Peter Anastasiou, dated April 2, 2026. | |
99.1 | Press release issued by the Company, dated April 2, 2026. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HARMONY BIOSCIENCES HOLDINGS, INC. | ||
Date: April 2, 2026 | By: | /s/ Jeffrey M. Dayno, M.D. |
Jeffrey M. Dayno, M.D. | ||
President and Chief Executive Officer | ||
Harmony Biosciences Strengthens Executive Team with NEW Appointment and ANNOUNCES Additions TO ITS bOARD
Appointments support Harmony’s next phase of growth and long-term value creation
PLYMOUTH MEETING, Pa., April 2, 2026 /Business Wire/ — Harmony Biosciences Holdings, Inc. (Nasdaq: HRMY) today announced the appointment of Peter Anastasiou as Chief Operating Officer and updates to its Board of Directors, including the appointment of Troy Ignelzi as a director and the nomination of Geno J. Germano as a director for election at Harmony’s 2026 Annual Meeting of Shareholders.
Mr. Anastasiou previously served on Harmony Biosciences’ Board of Directors, where he contributed strategic insight across the business during a period of continued growth and operational evolution. He brings more than three decades of experience building and leading biotechnology organizations. Most recently, Mr. Anastasiou served as Chief Executive Officer of Capsida Biotherapeutics and previously held multiple leadership roles at Lundbeck, including President of U.S. and Canadian operations and U.S. Chief Commercial Officer for its psychiatry and neurology franchises. As Chief Operating Officer, Mr. Anastasiou will oversee operational execution across the organization, supporting Harmony’s growth and advancing key strategic priorities focused on future value creation. In connection with his appointment as Chief Operating Officer, Mr. Anastasiou resigned from the Board.
With Mr. Anastasiou’s resignation from the Board, Harmony also announced the appointment of Troy Ignelzi to its Board of Directors. Mr. Ignelzi will serve out the remainder of Mr. Anastasiou’s term and will stand for re-election at Harmony’s 2026 Annual Meeting of Shareholders. Mr. Ignelzi is an experienced executive with expertise across finance, operations, business development, and corporate governance, having led and advised multiple public and private biotechnology companies. He currently serves as Chief Financial Officer of Rapport Therapeutics and previously served as Chief Financial Officer of Karuna Therapeutics, where he led the execution of a private crossover round, the company’s IPO and multiple follow-on financings. Mr. Ignelzi brings to the Board significant experience in capital formation and strategic transactions, advising on CinCor Pharma’s sale to AstraZeneca and his current Board roles with Abivax and Contineum Therapeutics.
In addition, Antonio Gracias, who has served as a director since September 2017 and currently chairs the Compensation Committee, advised the Board that he will not stand for re-election at the 2026 Annual Meeting of Shareholders. The Board has nominated Geno J. Germano for election to the Board at the 2026 Annual Meeting of Shareholders, subject to shareholder approval. Mr. Germano is a 35-year veteran of the pharmaceutical and life sciences industry with extensive experience developing and commercializing medicines across a broad range of therapeutic areas. He most recently served as President and Chief Executive Officer of Elucida Oncology and previously served as President of Intrexon. Mr. Germano has held senior executive roles at Pfizer, Johnson & Johnson, and Wyeth, including Group
President of Pfizer’s Global Innovative Pharmaceutical Business and President and General Manager of its Specialty Care, Vaccines, and Oncology business units. He previously served as Chairman of the Board of Sage Therapeutics until its acquisition by Supernus Pharmaceuticals in July 2025, and currently holds Board positions with both Precision Biosciences and Entera Bio.
“These moves reflect our continued focus on strengthening our team to support Harmony’s next phase of growth,” said Jeffrey M. Dayno, M.D., President and Chief Executive Officer of Harmony Biosciences. “Peter has been an active contributor on our Board and will now bring his operational and industry experience to the Executive Team to help the company execute on our ambitious plan for future growth. I also look forward to the addition of Troy and the proposed addition of Geno to our Board, where they will bring their deep industry experience and strategic prowess, as we continue to advance our mission of bringing innovative treatments to patients with CNS disorders with unmet medical needs while pursuing long-term value creation for our shareholders. I want to thank Antonio Gracias for his many years of guidance and support while serving on our Board of Directors.”
About Harmony Biosciences
Harmony Biosciences is a pharmaceutical company dedicated to developing and commercializing innovative therapies for patients with rare neurological diseases who have unmet medical needs. Driven by novel science, visionary thinking, and a commitment to those who feel overlooked, Harmony Biosciences is nurturing a future full of therapeutic possibilities that may enable patients with rare neurological diseases to truly thrive. Established by Paragon Biosciences, LLC, in 2017 and headquartered in Plymouth Meeting, Pa., we believe that when empathy and innovation meet, a better future can begin; a vision evident in the therapeutic innovations we advance, the culture we cultivate, and the community programs we foster. For more information, please visit www.harmonybiosciences.com.
Harmony Biosciences Investor Contact:
Brennan Doyle
484-566-3685
bdoyle@harmonybiosciences.com
Harmony Biosciences Media Contact:
Cate McCanless
202-641-6086
cmccanless@harmonybiosciences.com