Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Financial Officer
On April 14, 2026, Harmony Biosciences Holdings, Inc. (the “Company”) announced that Sandip Kapadia, the Company’s Chief Financial Officer, will be stepping down as the Company’s Chief Financial Officer effective as of April 14, 2026 to pursue other career opportunities.
In connection with his departure from the Company, on April 14, 2026, the Company and Harmony Biosciences Management, Inc. (“Harmony”) entered into a Separation Agreement with Mr. Kapadia (the “Separation Agreement”), pursuant to which Mr. Kapadia will be entitled to receive the severance payments and benefits in accordance with his employment agreement and award agreements, in exchange for a release of claims in favor of the Company and its affiliates and continued compliance with the Separation Agreement and any restrictive covenants.
The foregoing description of the Separation Agreement is not complete and is subject to and qualified in its entirety by the terms of the Separation Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Appointment of Chief Financial Officer
On April 14, 2026, the Company announced that Glenn Reicin has been appointed as Chief Financial Officer of the Company, effective as of April 14, 2026.
Mr. Reicin, age 61, previously served as Senior Advisor to Eccogene, Inc. (“Eccogene”), a clinical stage biopharmaceutical company developing small molecule therapeutics for cardiometabolic and inflammatory conditions, from October 2025 to April 2026. He also served as Chief Financial Officer at Eccogene from October 2024 to October 2025. Prior to joining Eccogene, Mr. Reicin served as Chief Financial Officer and Chief Operating Officer at Alladapt Immunotherapeutics, Inc., from June 2021 to January 2024. Mr. Reicin also served as Chief Financial Officer and Treasurer of Sigilon Therapeutics, Inc. from May 2019 to June 2021. Previously, he served as an Executive-in-Resident at Covidien Plc and Managing Director at Skyline Ventures Management LLC (“Skyline Ventures”). At Skyline Ventures, he served as an active board member at a number of biotech firms, including Novasys Medical Inc., SI-Bone Inc., and Spinal Motion, Inc. Mr. Reicin began his career at Morgan Stanley where he served as a Managing Director in equity research covering medical technology. Mr. Reicin holds an M.B.A. from Harvard Business School and a B.A. from Brandeis University.
In connection with Mr. Reicin’s appointment as Chief Financial Officer, Harmony, executed an Executive Employment Agreement with Mr. Reicin (the “Employment Agreement”). Mr. Reicin’s employment pursuant to the Employment Agreement will continue until terminated in accordance with its terms.
Under the Employment Agreement, Mr. Reicin is entitled to receive (i) an annual base salary of $500,000 and (ii) a target annual bonus opportunity of 50% of his annual base salary, effective as of April 14, 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. Reicin 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. Reicin an option award with an aggregate grant date fair value of $3,000,000, 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. Reicin’s continued employment through each vesting date.
If Mr. Reicin 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-paid healthcare coverage for 12 months following the termination date. | |
| ● | Any earned but unpaid annual bonus for the year prior to the year of termination. | |
| ● | Harmony-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 or the 60-day period preceding a change in control of the Company, then Mr. Reicin also will receive (i) a pro-rata target annual bonus for the year of termination and (ii) full accelerated vesting of the stock option granted to Mr. Reicin in connection with the Employment Agreement.