Andreas Wicki

About Andreas Wicki

Andreas Wicki, Ph.D., age 66, is an independent director of Harmony Biosciences (HRMY) serving since 2017. He is CEO of HBM Healthcare Investments AG and a life sciences investor with >20 years of pharma/biotech experience; he holds an M.Sc. and Ph.D. in chemistry from the University of Bern, Switzerland . Wicki currently serves on HRMY’s Audit and Compensation Committees .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee (member) and Compensation Committee (member); Audit Committee met 5 times in 2024; Compensation Committee met 4 times in 2024 .
• Independence: Board states all directors other than CEO and Chair are independent under Nasdaq rules; Audit Committee members (incl. Wicki) affirmatively determined independent and financially literate .
• Engagement and attendance: Board held 13 meetings in 2024; each director attended at least 78% of board and committee meetings during their service period; all incumbent directors attended the 2024 annual meeting .
• Board leadership: Non-executive Chair (Jeffrey Aronin); no Lead Independent Director currently designated .

Fixed Compensation

Program reference (for context; not applicable to Wicki): 2024 director cash retainer $45,000; committee chairs/members paid retainers; annual option grants by role. In 2025, program amended to raise cash retainer to $50,000 and set $300,000 option grants for all eligible directors; Wicki remains excluded from the program .

Performance Compensation

HRMY does not disclose performance metrics tied to non-employee director compensation beyond standard equity vesting; Wicki is excluded from both cash and equity director programs .

Other Directorships & Interlocks

Compensation Committee Interlocks: HRMY discloses no executive officer interlocks with other companies’ comp committees .

Expertise & Qualifications

• Scientific training: M.Sc. and Ph.D. in chemistry (University of Bern) .
• Domain expertise: Life sciences entrepreneurship, pharma/biotech investing, CRO operations, financial expertise; >20 years in industry .
• Board skills: Audit and compensation oversight; financial literacy affirmed; contributes capital markets/investor perspective .

Equity Ownership

• Options/RSUs: No director options outstanding for Wicki as of 12/31/2024 under director table .
• Anti-hedging: Company prohibits hedging/monetization transactions for directors .
• Stock ownership guidelines: Effective 1/1/2025 require non-employee directors to own 1.5x annual cash retainer; RSUs count, options do not. Compliance status for individual directors is not disclosed .

Insider Trades (Form 4)

• Over the past 18 months, aggregators report no HRMY insider transactions by Wicki; last disclosed HRMY Form 4 activity was in December 2022 .
• HRMY IR and SEC EDGAR host Wicki’s Form 4 documents for Dec 2022 activity .

Governance Assessment

• Strengths

  • Independent director with deep healthcare investing and CRO operating experience; financially literate; serves on Audit and Compensation Committees, supporting oversight of financial reporting, related party transactions, and pay practices .
  • Strong board governance scaffolding: anti-hedging policy; clawback for incentive comp; related party transaction review by Audit Committee; stock ownership guidelines (effective 2025) .
  • High board activity and engagement; all directors met a minimum attendance threshold and attended the annual meeting .

• Potential Risks and RED FLAGS

  • Significant beneficial ownership via HBM (3.7%) and board role at HBM (which exercises voting power) could raise perceived influence and potential conflicts in strategic or transaction decisions; however, RPT policy and Audit Committee oversight explicitly cover related person transactions .
  • Non-participation in director compensation program (cash and equity): while this avoids cash/equity payments, it reduces standardized disclosure of director-level at-risk equity alignment; investors must rely on beneficial ownership disclosures to assess alignment .
  • Board lacks a Lead Independent Director, which some investors view as a governance drawback in companies with a non-executive Chair .

• Signals for investor confidence

  • Audit Committee and Compensation Committee membership and meeting cadence suggest active oversight (5 audit; 4 compensation meetings in 2024) .
  • Say-on-pay support was strong (97.6% in 2023), indicating favorable shareholder views on compensation governance broadly (contextual to HRMY, not director-specific) .

Related Party Transactions

• Paragon right-of-use office agreement (non-Wicki): ~$0.3 million fees in 2024; no other RPTs >$120k since Jan 1, 2024 disclosed; Audit Committee reviews RPTs under policy .
• No transactions disclosed involving Wicki or HBM beyond beneficial ownership .

Director Compensation Structure (Context)

Equity Ownership Guidelines (Context)

• Non-employee directors must hold shares with market value ≥1.5x annual cash retainer; RSUs count; options do not; compliance timelines generally within 3 years or by 12/31/2026 for incumbents. Individual compliance status is not disclosed .

Summary Implications

• Wicki brings substantial sector expertise and investor perspective; active committee service supports board effectiveness.
• His HBM-linked stake aligns him economically but also warrants continued scrutiny for conflicts; HRMY’s RPT policy and Audit Committee oversight mitigate risk.
• Non-participation in standard director pay programs means alignment is primarily via beneficial ownership rather than ongoing director equity grants; investors should monitor Form 4 activity and beneficial ownership changes .