Independent
Tenure on this board
3.7 yrs
Also a director at
Trevi Therapeutics Inc (TRVI)Avalo Therapeutics Inc (AVTX)Engene Therapeutics Inc (ENGN)
3 nominees · 5 ballot items.
Shareholders will vote to (1) elect three directors (Michael T. Heffernan, Irina Antonijevic, M.D., Ph.D., and Robert J. Hugin) to three-year terms, (2) ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026, and (3) approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (Say-on-Pay).
Elect Michael T. Heffernan to the Board of Directors to serve a three-year term expiring at the 2029 Annual Meeting.
Elect Irina Antonijevic, M.D., Ph.D., to the Board of Directors to serve a three-year term expiring at the 2029 Annual Meeting.
Elect Robert J. Hugin to the Board of Directors to serve a three-year term expiring at the 2029 Annual Meeting.
Ratify the audit committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding advisory vote to approve the compensation of the Company’s named executive officers as described in the Compensation Discussion & Analysis and related tables and narrative.
This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to Biohaven’s named executive officers, as detailed in the Compensation Discussion & Analysis and related tables. Management seeks this advisory approval to validate its executive pay philosophy — a mix of base salary, annual cash incentives and long-term equity awards designed to attract and retain talent while aligning pay with company performance and shareholder value creation. The Company notes that the compensation program emphasizes pay-for-performance and a large proportion of equity-based, "at risk" compensation to link executive rewards to long-term stock appreciation. The Board and its independent compensation committee, advised by an independent consultant, have overseen program design, benchmarking to a peer group, and annually review targets and award sizes; management contends these processes provide appropriate governance and mitigate excessive risk-taking. The filing acknowledges the advisory nature of the vote — it is not binding — but states the Board and compensation committee will consider the outcome when evaluating future compensation policies. Contextually, Biohaven’s executive compensation in recent years has involved substantial equity grants tied to achieving clinical and strategic milestones in a capital-intensive biotech environment; the Company also discloses severance and change-in-control protections and clawback policies, which bear on investor assessment of pay-for-performance. Opponents (not present in this filing) might focus on high levels of equity award values and potential misalignment if milestone failures or stock-price declines occur; management pre-emptively notes it adjusted cash bonuses in 2025 due to a material adverse event (an NDA failure) affecting stock value, illustrating discretionary oversight. The Board’s explicit recommendation "FOR" is grounded in its view that the policies and awards have supported corporate objectives and shareholder value, but shareholders should weigh the levels and structure of equity grants, pay delivery relative to realized performance, and governance safeguards when casting their advisory vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JANUS HENDERSON GROUP PLC | 11.4% | 17,090,413 | $144M |
| 2 | SUVRETTA CAPITAL MANAGEMENT, LLC | 6.8% | 10,286,937 | $87M |
| 3 | STIFEL FINANCIAL CORP | 6.6% | 9,925,335 | $84M |
| 4 | STATE STREET CORP | 4.4% | 6,618,803 | $56M |
| 5 | INFINITUM ASSET MANAGEMENT, LLC | 4.2% | 6,250,000 | $53M |
| 6 | BlackRock, Inc. | 3.4% | 5,153,271 | $44M |
| 7 | TCG Crossover Management, LLC | 3.1% | 4,631,317 | $39M |
| 8 | BlackRock, Inc. | 2.6% | 3,897,178 | $33M |
| 9 | STEMPOINT CAPITAL LP | 2.1% | 3,188,982 | $27M |
| 10 | Royalty Pharma Sub-Manager, LLC | 2.0% | 2,936,507 | $25M |
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