Edmund Harrigan
INCYTEAbout Edmund P. Harrigan, M.D.
Independent director since 2019 (age 72). Former Senior Vice President of Worldwide Safety and Regulatory at Pfizer (2012–2015), with prior executive roles leading Worldwide Business Development, Regulatory Affairs & QA, and Neuroscience & Ophthalmology; earlier career as a practicing neurologist for seven years. Core credentials include drug discovery and development, regulatory affairs, business development, and medical/scientific leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | SVP Worldwide Safety & Regulatory; prior SVP roles incl. Worldwide Business Development; Regulatory Affairs & QA; VP Neuroscience & Ophthalmology | 2012–2015 (Safety & Regulatory); prior roles dates not disclosed | Led regulatory and safety oversight; extensive development and BD leadership |
| Karuna Pharmaceuticals, Inc. | Senior leadership positions | Not disclosed | Neuropsychiatric development experience |
| Sepracor Inc. | Senior leadership positions | Not disclosed | Pharma development/commercial experience |
| Neurogen Corporation | Senior leadership positions | Not disclosed | Early-stage neuroscience drug development |
| Clinical practice | Practicing neurologist | 7 years | Medical practice foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACADIA Pharmaceuticals, Inc. | Director (current) | Current | Governance and biopharma oversight |
| Karuna Therapeutics, Inc. | Director (prior) | 2011–2020 | Neuropsychiatric pipeline oversight |
| PhaseBio Pharmaceuticals, Inc. | Director (prior) | 2018–2023 | Cardiovascular programs oversight |
Board Governance
- Committees: Chair, Science and Technology Committee; Member, Audit and Finance Committee. The Sci-Tech Committee met 3 times in 2024; the Audit & Finance Committee met 9 times.
- Independence: Board determined all directors except the CEO were independent in 2024; Harrigan is independent.
- Attendance: Board held six meetings (four regularly scheduled); all directors attended the four regular meetings; no director attended fewer than 86% of Board and committee meetings in 2024.
- Board leadership: CEO serves as Chair; robust Lead Independent Director role with regular executive sessions of independent directors.
Fixed Compensation
Program design and 2025 retainers (non-employee directors): $60,000 annual retainer; committee chair fees (e.g., Science & Technology: $25,000; Audit & Finance: $25,000); committee member fees (e.g., Audit & Finance: $13,500); total equity awards target $400,000 (60% options, 40% RSUs) vesting in full at next annual meeting or first anniversary; options 10-year term at FMV.
2024 Director Compensation — Edmund P. Harrigan
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $0 |
| Restricted Share Awards in lieu of Cash Retainer/Committee Fees | $97,500 |
| RSU Awards (Grant Date Fair Value) | $169,630 |
| Option Awards (Grant Date Fair Value) | $254,522 |
| Total | $521,652 |
Unvested Awards and Options at 12/31/2024
| Metric | Count |
|---|---|
| Unvested RSU Awards | 2,830 |
| Shares Underlying Unexercised Options | 55,819 |
Performance Compensation
- Non-employee director pay does not include performance-share awards; equity is delivered via RSUs and stock options with time-based vesting; no director-specific performance metrics disclosed.
Other Directorships & Interlocks
| Company | Harrigan Role | Interlock Insight |
|---|---|---|
| ACADIA Pharmaceuticals, Inc. | Director (current) | Julian C. Baker (INCY Lead Independent Director) is also a current director at ACADIA, creating an information-flow interlock across INCY and ACADIA. |
Expertise & Qualifications
- Drug discovery, development and regulatory expertise; medical/scientific leadership from Pfizer and clinical practice.
- Committee leadership in R&D oversight (Sci-Tech Chair) and financial oversight (Audit & Finance member).
- Board commitments count: Harrigan at 2 total boards (incl. Incyte), compliant with overboarding policy.
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 73,253 |
| Shares Outstanding (for % calc) | 193,569,840 (as of 4/15/2025) |
| Ownership % | ~0.04% (derived from cited values) |
| Unvested RSUs | 2,830 |
| Options (unexercised) | 55,819 |
| Pledging/Hedging | Prohibited for directors under insider trading policy (no pledging, hedging, short sales, margin purchases). |
| Director Stock Ownership Guidelines | 6x annual cash retainer; all directors either met targets or are within the 5-year compliance window. |
Governance Assessment
- Strengths: Independent director; chairs Science & Technology and serves on Audit & Finance—high leverage on pipeline risk and financial controls. Attendance solid at the Board level; strong anti-hedging/pledging policy and director ownership guidelines; Harrigan elected to take retainers in stock, increasing alignment.
- Potential conflicts: Board interlock via ACADIA with Lead Independent Director Julian Baker may create perceived information-sharing channels; mitigated by independence and committee structures.
- Related-party oversight: As Audit & Finance member, Harrigan sat on the independent committee that approved the Baker Entities’ off-market stock purchase concurrent with the Dutch auction; committee was composed of independent, disinterested directors and matched tender price.
- Overboarding/engagement: 2 total boards including Incyte (policy allows up to 4 for non-CEO directors), indicating manageable external load.
RED FLAGS: None disclosed regarding pledging/hedging, related-party transactions involving Harrigan personally, low attendance, or director-specific pay anomalies. Note: ACADIA interlock warrants monitoring for potential information flow perceptions; Audit & Finance approval of Baker Entities’ transaction was structured to be independent and price-equivalent.