Jeffrey Dayno
About Jeffrey Dayno
Jeffrey M. Dayno, M.D. (age 67) is President & CEO of Harmony Biosciences (HRMY) and has served as CEO since April 2023 (interim CEO Jan–Apr 2023); he was previously Chief Medical Officer (Nov 2017–Apr 2023). He holds a B.A. (Trinity College) and an M.D. (Temple University), with a neurology residency at Temple University Hospital and a stroke fellowship at Henry Ford Hospital; he has 10+ years in clinical/academic medicine and 25+ years in pharma leadership (Merck, Cephalon, ViroPharma, Zyla/Egalet), with multiple NDA approvals and product launches cited by the company . He is a director on Harmony’s board (not independent) and the board maintains a Non‑Executive Chairman structure, with all other directors independent under Nasdaq standards . Pay-versus-performance disclosures show 2024 net product revenue of $714.7 million and company TSR tracking via a $100 hypothetical investment, informing pay alignment and execution results .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Harmony Biosciences | President & CEO (Interim Jan–Apr 2023; CEO since Apr 2023); previously Chief Medical Officer | CMO: Nov 2017–Apr 2023; CEO: Apr 2023–present | Led clinical and commercial execution; multiple NDA/launch experience cited; elevated to CEO to drive strategy . |
| Eaglet Co. (Zyla Life Sciences) | Chief Medical Officer | Jul 2014–Oct 2017 | CMO leadership at pain/rare disease company . |
| ViroPharma (acquired by Shire) | VP Global Medical Affairs | Aug 2011–Jan 2014 | Global medical leadership pre/post acquisition . |
| Merck & Co.; Cephalon (acquired by Teva) | Various leadership roles | Prior years (not dated) | Broad pharma leadership; NDAs and product launches; stroke council leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Emalex Biosciences (public pharma) | Director | Since Oct 2022 | Public company directorship . |
| Atrin Pharmaceuticals (private) | Director | Mar 2016–May 2022 | Private biotech board service . |
| Philadelphia Stroke Council | Founding member; Chairman of the Board | Historical | Non‑profit advancing stroke treatment awareness/education . |
| Temple University School of Medicine | Board of Visitors member | Since Mar 2013 | Academic governance/engagement . |
Fixed Compensation
| Year | Base Salary ($) | Target Annual Bonus (% of Salary) | Actual Annual Bonus ($) | One-time/Retention Bonuses ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 715,000 | 75% | 637,000 | 300,000 retention paid 6/30/2024 | Employment agreement provides $650,000 base set Apr 24, 2023 . |
| 2023 | 612,500 | 75% | 437,000 | 200,000 (transition/retention context) | Became CEO in 2023 . |
| 2022 | 458,993 | Not disclosed | 286,870 | — | Pre-CEO year as CMO . |
- Perquisites (2024): $14,683 total including 401(k) match $13,800, life insurance $294, LTD $588 .
- Say‑on‑Pay: 97.6% approval in 2023; next vote in 2026 .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target/Threshold | Outcome | Payout vs Target |
|---|---|---|---|---|
| Net Product Revenue (WAKIX) | 25% | Meets at $710M (up to $750M); Exceeds >$750M | Actual $714.7M (Meets) | Included in 123% overall |
| Clinical Development Programs | 20% | Committee assessment | Exceeds | Included in 123% overall |
| Corporate Transaction Goals | 25% | Committee assessment | Exceeds | Included in 123% overall |
| Financial Health Goals (stock performance vs peers and NBI) | 25% | Peer and index relative tests | Meets | Included in 123% overall |
| Talent & Culture Goals | 5% | Committee assessment | Exceeds | Included in 123% overall |
| Company-wide Result | Achieved 123% of target | 123% (Dayno) |
Equity Awards (2024 grants)
| Grant Date | Type | Shares/Units | Exercise Price | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| 1/24/2024 | Stock Options | 202,250 | 30.69 | 25% on 1/24/2025; remaining 75% in 12 quarterly installments thereafter (4-year schedule) | 4,189,508 |
| 1/24/2024 | RSUs | 42,000 | — | 25% annually over 4 years starting 1/24/2025 | 1,288,980 |
- Program design: 2024 LTI comprised of options + RSUs across NEOs to align with long-term strategy .
- 2023 CEO option grant: 125,000 options at $35.56 (5/25/2023) .
Exercises/Vesting (2024)
| Item | 2024 Activity |
|---|---|
| Options exercised (Dayno) | None |
| Stock awards vested (Dayno) | None |
Equity Ownership & Alignment
| As of | Beneficially Owned Shares | % of Outstanding | Notes |
|---|---|---|---|
| 3/17/2025 | 197,379 | <1% | Based on 57,386,687 shares outstanding . |
Outstanding awards at 12/31/2024 (selected CEO items):
- Options (exercisable/unexercisable): 23,470 @ $8.22 (2017); 6,086 @ $8.22 (2019); 9,737/2,435 @ $8.22 (2020); 105,808/26,452 @ $24.00 (2020); 0/125,000 @ $35.56 (2023); 0/202,250 @ $30.69 (2024) .
- Unvested RSUs: 42,000 (market value $1,445,220 at $34.41) .
Policies and alignment:
- Anti‑hedging: Prohibits hedging/monetization (e.g., collars, forwards) for directors/officers/employees .
- Stock ownership guidelines (effective 1/1/2025): CEO 5x base salary; compliance expected within 3 years (by 12/31/2026 for incumbents) .
- Clawback: Recovery policy for erroneously paid incentive compensation for Section 16 officers (applies to time- and performance-vesting equity) .
- Pledging: No explicit pledging policy disclosed in proxy; only anti‑hedging referenced .
Insider trading/trading plans:
- Form 4 filed Jan 23, 2025 discloses CEO sale; filing indicates the 10b5‑1 checkbox reference (plan-based trading) .
- 2024: Dayno reported no option exercises/RSU vesting per proxy’s 2024 table .
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment Agreement | Effective April 24, 2023; base salary $650,000; target bonus 75% of salary (max 100%); one‑time $300,000 retention bonus paid June 30, 2024; standard benefits . |
| Restrictive Covenants | Confidentiality; non‑compete and non‑solicit for one year post‑employment . |
| Clawback & 409A | Clawback policy adopted; comp structured for 409A compliance/exemption . |
| 280G | “Best pay” cutback to avoid 4999 excise tax; no excise tax gross-ups . |
Severance and change‑in‑control economics (estimated if event occurred 12/31/2024):
| Scenario | Cash ($) | Equity Acceleration ($) | Healthcare ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without Cause / Good Reason (no CIC) | 715,000 | — | 31,355 | 7,500 | 753,855 |
| Change in Control (no termination) | — | 63,773 | — | — | 63,773 |
| Termination without Cause / Good Reason in connection with CIC (double trigger) | 1,251,250 (incl. pro‑rated target bonus) | 2,536,728 | 31,355 | 7,500 | 3,826,833 |
Equity acceleration mechanics:
- Equity Incentive Plan (legacy options): Full single‑trigger vesting upon change in control .
- 2020 Plan (most current options/RSUs): Double‑trigger vesting upon termination without cause (or good reason) within 12 months post‑CIC; 6‑month post‑termination option exercise window unless otherwise stated .
- Employment agreement severance: 12 months base and benefits continuation; up to 3 months outplacement; CIC‑related pro‑rated target bonus; no individual tax gross‑ups .
Performance & Track Record
Pay-versus-performance disclosure highlights
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 Investment – Company TSR ($) | 98 | 115 | 149 | 87 | 93 |
| Value of $100 Investment – Peer Group TSR ($) | 113 | 113 | 100 | 104 | 103 |
| Net Income ($000s) | (36,944) | 34,597 | 181,468 | 128,853 | 145,493 |
| Net Product Revenue ($000s) | 159,742 | 305,440 | 437,855 | 582,022 | 714,734 |
- 2024 bonus plan’s “most important” performance measure: Net Product Revenue .
- 2024 goal attainment yielded 123% of target bonus for the CEO .
Board Governance
- Role: President & CEO; Director since 2023; no committee assignments; age 67 .
- Independence: All directors other than CEO Dayno and Non‑Executive Chairman Jeff Aronin are independent under Nasdaq standards . Non‑Executive Chair structure mitigates CEO/Chair dual‑role risk .
- Committees: Audit, Compensation, and Nominating/Corporate Governance populated by independent directors (chairs disclosed); meeting counts noted (e.g., Nominating committee met twice in 2024) .
- Director compensation: Employee director (Dayno) receives no separate director pay . Non‑employee director program and 2025 updates summarized in proxy .
Director Compensation (for completeness; Dayno receives none)
| Component (2024 program) | Amount |
|---|---|
| Annual cash retainer (non‑employee director) | $45,000 |
| Committee chair retainers | Audit $20,000; Comp $15,000; N&CG $10,000 |
| Committee member retainers | Audit $10,000; Comp $8,000; N&CG $5,000 |
| Non‑Exec Chair retainer | $40,000 |
| Annual equity grant (option) | Typically $125,000 equivalent (varies by role) |
| 2025 program changes | Cash retainers increased; Initial and Annual equity grants $300,000 each |
Compensation Structure Analysis
- Year-over-year mix: 2024 CEO total comp rose to $7.15M with significant equity weighting (options $4.19M; RSUs $1.29M) and a one-time $300k retention payment; 2023 CEO total $4.45M with heavy options grant and $200k transition bonus .
- Metric rigor: 2024 plan combined revenue, clinical, corporate transactions, financial health (relative stock performance), and talent metrics; company result at 123% suggests above-target execution on non‑revenue dimensions while revenue met expectations at $714.7M .
- Governance safeguards: Clawback adopted; anti‑hedging in place; 280G cutback; no tax gross‑ups; ownership guidelines instituted in 2025 (CEO 5x salary) with compliance deadlines .
Equity Ownership & Insider Selling Pressure
- Ownership: 197,379 shares beneficially owned as of March 17, 2025 (<1%) .
- Overhang and vesting: Substantial unvested equity (e.g., 2023–2024 option grants totaling 327,250 unexercisable at year‑end 2024; 42,000 RSUs unvested), creating periodic vest‑related tax sale potential .
- Trading plans/sales: A Form 4 filed Jan 23, 2025 disclosed a CEO sale and indicated use of a Rule 10b5‑1 trading plan checkbox; monitor for continued plan‑driven sales as vesting progresses .
- 2024 exercises/vesting: None reported for Dayno in 2024 proxy’s exercise/vest table (reduces selling pressure in 2024) .
Employment Terms – Additional Details
- Severance (non‑CIC): 12 months base continuation; 12 months healthcare; up to 3 months outplacement .
- CIC mechanics: Legacy Equity Incentive Plan options single‑trigger accelerate at CIC; awards under 2020 Plan double‑trigger accelerate if terminated within 12 months post‑CIC; CEO also receives pro‑rated target bonus upon CIC‑related termination .
- Estimated CEO payouts (if event occurred 12/31/2024): $3.83M for CIC‑related termination; $0.75M for non‑CIC termination; $0.06M equity value for CIC/no termination .
Investment Implications
- Alignment: Pay mix is equity‑heavy with clawback, anti‑hedging, and fresh ownership guidelines (CEO 5x) supporting alignment; 2024 bonus incorporated stock performance vs peers and NBI, linking cash incentives to investor outcomes .
- Retention vs. supply: Large 2023–2024 option/RSU overhang with staged vesting creates predictable selling windows (tax/plan‑driven), implying intermittent supply; at the same time, severance and CIC protections plus ownership guidelines support retention .
- Execution risk: 2024 achieved above‑target bonus outcomes (123%) on clinical and corporate goals while revenue met target levels; TSR trailed peers in 2023 but stabilized in 2024, suggesting improving but mixed market reception to strategy execution under Dayno .
- Governance: Non‑Executive Chair with CEO as non‑independent director mitigates CEO/Chair concentration concerns; CEO receives no director pay, reducing potential conflicts .