Andrew Serafin
About Andrew Serafin
Andrew Serafin, age 50, serves as Executive Vice President and Chief Strategy Officer of Harmony Biosciences (since January 2021) and has been with the company since 2017 in senior strategy and business development roles. He holds a B.S. in Finance (University of Illinois Urbana-Champaign), a J.D. (Loyola University Chicago School of Law), and an MBA (Northwestern Kellogg) . During his tenure, Harmony’s net product revenue grew from $582.0M in 2023 (+33% YoY) to $714.7M in 2024 (+23% YoY), with 2024 net income of $145.5M; the company-reported $100 initial investment value (TSR proxy measure) increased from 87 (2023) to 93 (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Harmony Biosciences | EVP, Chief Strategy Officer | Jan 2021 – Present | Leads corporate strategy; prior roles include Chief Business Officer (2018–2021) and SVP BD/Corporate Strategy (2017–2018) . |
| Marathon Pharmaceuticals | VP, Business Development | Aug 2015 – May 2017 | Led BD for rare-disease-focused developer (predecessor ties to current Chairman’s portfolio) . |
| AltaThera Pharmaceuticals | VP, BD & General Counsel | Apr 2015 – Aug 2015 | Combined legal and BD remit at private pharma . |
| Lundbeck Inc. | VP, Deal Integration & Associate General Counsel | Jul 2006 – Mar 2015 | Led deal integration; served as acting General Counsel for six months . |
External Roles
No public-company directorships or disclosed external board roles for Mr. Serafin in the proxy biography .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 402,195 | 420,294 |
| Target Annual Bonus (% of salary) | 50% | 50% |
| Actual Annual Bonus ($) | 231,262 | 231,262 |
Notes:
- 2024 annual bonus program payout for Mr. Serafin was 123% of target (company-level result), though the Summary Compensation Table reports $231,262 actually paid .
Performance Compensation
Annual bonus design and outcomes (company-wide metrics; NEO payout applied to individual targets)
| Metric | Weight | Target/Thresholds | Actual (2024) | Payout for Metric |
|---|---|---|---|---|
| Net Product Revenue (WAKIX) | 25% | Meets at $710–$750M; Exceeds >$750M | $714.7M (Meets) | 100% for this metric |
| Clinical Development Programs | 20% | Committee assessment | Exceeds Expectations | 150% for this metric |
| Corporate Transaction Goals | 25% | Committee assessment | Exceeds Expectations | 150% for this metric |
| Financial Health Goals | 25% | Includes stock performance vs peer group and NBI | Meets Expectations | 100% for this metric |
| Talent & Culture Goals | 5% | Committee assessment | Exceeds Expectations | 150% for this metric |
| Overall Payout (applied to Serafin’s target) | — | — | Company result: 123% of target | 123% |
Long-term incentives (equity)
- 2024 annual grants (Jan 24, 2024): 47,750 stock options at $30.69 strike (GD fair value $989,117) and 10,000 RSUs (GD fair value $306,900). Options vest 25% on Jan 24, 2025 and 75% quarterly over 12 quarters; RSUs vest 25% annually on each of the first 4 anniversaries of Jan 24, 2024 .
- 2025 annual grants (Jan 25, 2025): 36,500 options at $38.01 (expire Jan 25, 2035; 25% on Jan 25, 2026, then quarterly), and 10,400 RSUs vesting 25% annually starting Jan 25, 2026; also recorded a 2,500-RSU vest and 865-share tax withholding in connection with the 2024 RSU award vesting on Jan 24, 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 17, 2025) | 187,696 shares; includes 186,061 shares underlying options exercisable within 60 days; <1% of outstanding . |
| Stock Ownership Guidelines | Effective Jan 1, 2025: Other executive officers must hold 3x base salary; compliance expected by Dec 31, 2026 for covered individuals on the effective date . |
| Anti-Hedging / Pledging | Anti-hedging policy prohibits hedging/monetization transactions; no explicit pledging disclosure in proxy . |
| Outstanding Equity (12/31/24) | Options exercisable: 170,408 (83,729 @ $8.22; 18,259 @ $8.22; 2,920 @ $8.22; 65,500 @ $24.00) . Options unexercisable: 64,856 (731 @ $8.22; 16,375 @ $24.00; 47,750 @ $30.69) . Unvested RSUs: 10,000 (market value $344,100 at $34.41) . |
| Recent Insider Activity | Dec 2, 2022: sale of 37,080 shares under a Rule 10b5‑1 plan . Jan 24, 2025: 2,500 RSUs vested and 865 shares withheld for taxes; new 2025 options/RSUs granted (see above) . |
Implications for selling pressure
- Annual RSU vesting anniversaries in late January (from 2024 and 2025 grants) imply predictable tax-withholding-related share dispositions around vest dates; no recent open-market sales disclosed for Serafin since the December 2022 10b5‑1 sale .
Employment Terms
| Provision | Serafin Terms |
|---|---|
| Employment | At-will; offer letter dated Sept 8, 2017 (initial target bonus 40%; increased to 50% by 2024) . |
| Separation Plan (Change in Control) | Participates in Harmony Biosciences, LLC Separation Plan (adopted June 23, 2020). If terminated without cause/for good reason from 30 days before to 3 months after a change in control and not offered a comparable role: lump sum equal to pro‑rated target bonus + 0.5x highest annual base salary in prior 12 months + 6 months of healthcare; outplacement assistance; restrictive covenants apply (confidentiality, non-compete, non-solicit, non-disparagement) . |
| Potential Payouts (as of 12/31/2024) | Change in control with qualifying termination: Total $1,051,104 = cash $315,221 + equity acceleration $711,338 + healthcare $17,045 + outplacement $7,500 . |
| Non-Compete | Effective during employment and for one year after under Separation Plan . |
| Clawback | Compensation recovery policy for Section 16 officers (from Oct 2, 2023), covering time- and performance-vesting equity and other incentive comp . |
| Tax Gross-ups | None for executive compensation; no excise tax gross-ups disclosed . |
Compensation Structure Analysis
- Mix and at-risk pay: Emphasis on variable comp (AIP + equity) with 2024 payout driven by multi-metric scorecard; no guaranteed increases; limited perquisites and no tax gross-ups .
- Metric design: 2024 bonus tied 25% to Net Product Revenue and 50% to capital/transaction and financial health (including relative stock performance), plus 5% to culture—aligns incentives with revenue execution and capital allocation .
- Equity trend: Options plus RSUs (no PSUs disclosed) with 4-year vesting; 2024 grant sizes: 47,750 options and 10,000 RSUs; additional 2025 refresh increased unvested overhang but is standard for retention .
- Peer benchmarking: 2024 pay decisions informed by a biotech peer set including Acadia, Axsome, Ionis, Neurocrine, Supernus, Alkermes, Catalyst, Jazz, PTC, Avadel, Intra-Cellular, Marinus, Sage .
Director/Shareholder Feedback Context
- Say-on-pay support was strong: 97.6% approval at 2023 annual meeting; next advisory vote scheduled for 2026 (triennial cadence) .
Performance & Track Record Context
- 2024 performance: Net product revenue $714.7M (+23% YoY); strong pipeline progress (e.g., late-stage programs and acquisitions), and cash/investments of $576.1M YE 2024; management highlighted durable brand momentum and BD pipeline .
- 2023 performance: Net product revenue $582.0M (+33% YoY); advanced lifecycle and pipeline programs, including Zynerba acquisition; repurchased ~$100M of stock in 2023 .
- Profitability proxy indicators: Net income $145.5M (2024) and $128.9M (2023); $100 initial investment value (TSR proxy measure) at 93 in 2024 (vs 87 in 2023) .
Investment Implications
- Alignment: Serafin’s incentives are tied to revenue, transactions, financial health (including relative TSR), and talent goals, with robust clawback and anti-hedging policies and new ownership guidelines (3x salary) that strengthen long-term alignment through 2026 .
- Retention risk: Equity-heavy mix with rolling 4-year vesting and refreshed 2025 grants supports retention; change‑in‑control economics under the Separation Plan (0.5x salary + pro‑rated bonus + 6 months healthcare) are moderate relative to typical biotech CIC packages .
- Trading signals: Since the Dec 2022 10b5‑1 sale, disclosed 2025 activity comprises RSU vesting tax-withholding and new grants; predictable vesting in late January may create small, periodic supply from tax withholding rather than discretionary selling pressure .
- Pay-for-performance: 2024 AIP paid at 123% on durable revenue growth (+23% YoY), strong clinical/transaction execution, and market-relative financial health metrics, indicating pay outcomes tracked operating and strategic delivery .