Peter Anastasiou
About Peter Anastasiou
Independent director of Harmony Biosciences since November 2023; age 54. Currently CEO and a director of Capsida Biotherapeutics (since January 2022). Former Executive Vice President and President, North America at Lundbeck; earlier Chief Commercial Officer (U.S.) and VP/GM Psychiatry; served on Lundbeck’s board (2016–2021). Education: B.A. in Economics & Management (Albion College); MBA (Indiana University Kelley) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lundbeck (public, Copenhagen) | Executive Vice President; President North America; previously CCO U.S.; VP/GM Psychiatry | 2009–2021 | Served on Lundbeck board 2016–2021, bringing large-cap pharma commercial leadership experience |
| Harmony Biosciences | Independent Director (Class III) | Director since 2023; term expires 2026 | Compensation Committee member; independent under Nasdaq rules |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Capsida Biotherapeutics | Chief Executive Officer; Director | Since Jan 2022 | Next‑gen integrated gene therapy company |
| Healthcare Businesswomen’s Association | Global Advisory Board Member | Current | External industry advisory role |
| PhRMA; Kids Above All; Bear Necessities Pediatric Cancer Foundation | Board roles (prior) | Prior years (unspecified) | Non‑profit and industry association governance experience |
Board Governance
- Independence: Independent director; board states all directors other than CEO Jeffrey Dayno and Chair Jeffrey Aronin are independent under Nasdaq standards .
- Committee assignments: Compensation Committee member; committee met 4 times in 2024. Committee chaired by Antonio Gracias; members include Gracias, Sender, Anastasiou, and Dr. Wicki .
- Attendance and engagement: Board held 13 meetings in 2024; each director attended at least 78% of board and applicable committee meetings (except Jack Bech Nielsen, who resigned). All incumbent directors attended the 2024 annual meeting .
- Board structure: Chair and CEO roles separated (Chair is founder Aronin). No lead independent director currently; independent directors provide oversight via committees .
- Risk oversight: Audit (financial, compliance, related party, cybersecurity); Compensation (comp risk); Nominating & Corporate Governance (board effectiveness); succession planning conducted with CEO periodically .
- Compensation interlocks: None reported (no cross‑board executive interlocks) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Committee Role Fees (policy) | Notes |
|---|---|---|---|
| 2024 | 53,000 | Policy: Annual retainer $45,000; committee member (non‑chair) retainers—Audit $10,000; Compensation $8,000; Nominating $5,000; committee chair retainers—Audit $20,000; Compensation $15,000; Nominating $10,000 | Actual cash reflects retainer plus committee membership; Anastasiou not a chair |
| 2025 Program (A&R) | Annual retainer $50,000 | Committee chair retainers—Audit $25,000; Compensation $20,000; Nominating $12,000; committee member (non‑chair) retainers—Audit $12,000; Compensation $10,000; Nominating $5,250 | Adopted Amended & Restated Director Compensation Program |
Performance Compensation
| Year | Equity Grant Type/Value | Grant Amount ($) | Vesting | Change‑in‑Control Provision | Notes |
|---|---|---|---|---|---|
| 2024 | Option awards (ASC 718 fair value) | 125,010 | Initial grants vest monthly over 3 years; annual grants vest fully at 1 year or next annual meeting, subject to service | Initial and annual director grants vest in full upon a change in control (per 2020 Plan) | Equity emphasizes long‑term alignment; values determined via Black‑Scholes |
| 2025 Program (A&R) | Annual/Initial equity grant | $300,000 Initial; $300,000 Annual for eligible directors | Not specified in summary; applies to all eligible directors | Not specified in summary | Material increase vs 2024 program values |
Performance Metrics Table (Directors)
| Metric Category | Disclosed for Director Equity? | Details |
|---|---|---|
| Financial/operational performance metrics (e.g., revenue growth, TSR) | No | Director equity is time‑based; no performance metrics disclosed for non‑employee director awards |
| Clawback applicability | Limited | Company adopted clawback for erroneously paid incentive comp for Section 16 officers on/after Oct 2, 2023; recovery can include time/performance‑vesting equity; policy scope described, but director application not expressly stated beyond Section 16 officers |
Mix signal: In 2024, equity comprised ~$125k of ~$178k total pay (~70%), indicating alignment with shareholders via equity; 2025 program raises annual equity grant to $300k, increasing at‑risk compensation weight .
Other Directorships & Interlocks
| Company | Public/Private | Role | Tenure | Interlock/Conflict Notes |
|---|---|---|---|---|
| Lundbeck | Public (Copenhagen) | Director | 2016–2021 | Prior public board; no current HRMY interlock disclosed |
| Capsida Biotherapeutics | Private | Director | Since 2022 | External operating role; no related‑party transactions disclosed at HRMY |
- Compensation Committee Interlocks and Inside Participation: None reported (standard disclosure) .
Expertise & Qualifications
- Deep biopharma commercial leadership (U.S. and North America), including EVP/President roles at Lundbeck; CEO experience in gene therapy at Capsida .
- Board experience at a public pharma (Lundbeck) and multiple non‑profits; MBA with economics/management background .
Equity Ownership
| As of | Shares Beneficially Owned | % of Outstanding | Basis/Footnote | Options Outstanding (Total) | Options Exercisable Within 60 Days |
|---|---|---|---|---|---|
| Mar 17, 2025 | 3,385 | <1% | Represents shares issuable upon settlement of options vested/will vest within 60 days | 13,107 (12/31/2024) | 3,385 (within 60 days) |
Ownership Alignment Policies
- Anti‑hedging: Directors, officers, employees prohibited from hedging or monetization transactions in company securities .
- Stock ownership guidelines (effective Jan 1, 2025): Non‑employee directors required to hold 1.5x annual cash retainer; expected to meet guideline within 3 years (incumbents by Dec 31, 2026). Counts common shares and RSUs; excludes unexercised options and unearned performance awards .
- Section 16 compliance: All required filings timely in 2024 (no delinquencies) .
Governance Assessment
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Strengths
- Independent director with substantial pharma and biotech leadership; sits on Compensation Committee, contributing to pay governance .
- Attendance threshold met (≥78% of board/committee meetings); active board (13 meetings in 2024) .
- Director pay structure weighted to equity; ownership guidelines in place; anti‑hedging policy; clawback policy adopted, enhancing alignment and accountability .
- No related‑party transactions disclosed involving Anastasiou; audit committee oversees related‑party review .
-
Watch items / potential concerns
- Founder‑Chair structure without a lead independent director may temper independent board leadership; continued effectiveness relies on committee oversight and independent director engagement .
- External full‑time CEO role at Capsida could constrain time, though the board evaluates director time commitments and attendance threshold was met in 2024 .
- 2025 director equity grants increased to $300k; monitor if equity becomes overly generous versus responsibilities and peer norms (no director‑specific performance metrics disclosed) .
-
Investor sentiment signal: Say‑on‑pay (executive comp) received 97.6% approval in 2023; while not director‑specific, it indicates broad shareholder support for compensation governance at HRMY .
Fixed Compensation (Quantitative)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | 53,000 |
Program Components (Policy Reference)
| Component | 2024 Policy | 2025 A&R Policy |
|---|---|---|
| Annual Cash Retainer | $45,000 | $50,000 |
| Committee Chair Retainers | Audit $20,000; Comp $15,000; N&G $10,000 | Audit $25,000; Comp $20,000; N&G $12,000 |
| Committee Member Retainers (Non‑Chair) | Audit $10,000; Comp $8,000; N&G $5,000 | Audit $12,000; Comp $10,000; N&G $5,250 |
Performance Compensation (Quantitative)
| Metric | 2024 |
|---|---|
| Option Awards ($, ASC 718 fair value) | 125,010 |
| Options Outstanding at FY‑End (#) | 13,107 (12/31/2024) |
Vesting and CIC Terms
- Initial director options: vest monthly over 3 years; annual options vest at one year or next annual meeting; initial and annual grants vest in full upon change in control (per 2020 Plan) .
Other Directorships & Interlocks (Quantitative)
| Organization | Public/Private | Role | Tenure |
|---|---|---|---|
| Lundbeck | Public | Director | 2016–2021 |
| Capsida Biotherapeutics | Private | CEO; Director | Since 2022 |
Equity Ownership (Quantitative)
| Metric | As of Mar 17, 2025 |
|---|---|
| Shares Beneficially Owned (#) | 3,385 |
| Ownership (%) | <1% |
| Options Exercisable ≤60 Days (#) | 3,385 |
| Options Outstanding at 12/31/2024 (#) | 13,107 |
Related‑Party & Risk Indicators
- Related‑party transactions: Audit committee oversees related‑person transactions under written policy; transactions >$120,000 presumed material; no Anastasiou‑specific transactions disclosed .
- Hedging/Pledging: Hedging prohibited; stock ownership guidelines implemented (no mention of pledging allowance; guidelines exclude options from calculation) .
- Section 16 compliance: No delinquent filings for 2024 .
Compensation Committee Analysis Context
- Composition: Gracias (Chair), Sender, Anastasiou, Dr. Wicki; independent and non‑employee directors; meets 4x/year; oversees CEO pay, executive pay, director compensation, and equity plans; can appoint compensation consultants .
- Best practices: No tax gross‑ups; clawback policy; anti‑hedging; emphasis on incentive pay; limited perquisites .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: 97.6% at 2023 annual meeting; next advisory vote scheduled for 2026 (triennial frequency chosen by 58% in 2022) .
Expertise & Qualifications
- Biotech/pharma P&L leadership; boardroom experience in public company governance; academic credentials in economics/management and MBA; qualifies for Compensation Committee contribution on commercial strategy and incentive design .
Governance Assessment Summary
- Overall, Anastasiou presents strong sector expertise and independent oversight on the Compensation Committee, with adequate attendance and alignment mechanisms (equity‑weighted pay, ownership guidelines, anti‑hedging). Watch for board leadership concentration (founder Chair, no lead independent director) and ensure continued time commitment given his external CEO role; monitor the 2025 increase in director equity grants for alignment with performance and market norms .