DEF 14A of Biohaven Ltd., Mar 18, 2024

DEF 14A of Biohaven Ltd.

Filed Mar 18, 2024 · FY20230001935979-24-000026

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is divided into three classes and currently has eight members. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. There are three directors in the class whose term of office expires in 2024, Julia P. Gregory, John W. Childs and Gregory H. Bailey, M.D. Ms. Gregory, Mr. Childs and Dr. Bailey each currently serve on the Board of Directors. If re-elected at the annual meeting, each of these nominees will serve until the 2027 annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until his or her death, resignation or removal. It is the Company’s policy to invite and encourage all directors and nominees for director to attend the annual meeting. Directors are elected by a majority of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors and which have not abstained from voting. Accordingly, for each of Proposals 1(a), 1(b) and 1(c), the nominee receiving “For” votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the election of directors, and which did not abstain, will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of each of the three nominees named below. If any of the nominees becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee that we propose. Each person nominated for election has agreed to serve if elected. We have no reason to believe that any of the nominees will be unable to serve.

  2. NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING

    NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the nominating and corporate governance committee to recommend that person as a nominee for director, as of the date of this proxy statement. The nominating and corporate governance committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the nominating and corporate governance committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the nominating and corporate governance committee views as critical to effective functioning of the Board. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the nominating and corporate governance committee to believe that nominee should continue to serve on the Board. However, each of the members of the nominating and corporate governance committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.

  3. Julia P. Gregory

    Julia P. Gregory Julia P. Gregory, age 71, has served as a director of our Company since September 2022, and prior to that served as a director of the Former Parent since August 2017. Ms. Gregory has been Chairman and Chief Executive Officer of Isometry Advisors, Inc. ("Isometry"), a biotechnology financial, strategy and management advisory firm, since April 2016. Ms. Gregory formerly served as Chief Executive Officer at ContraFect Corporation from November 2013 through March 2016 and as a member of ContraFect’s Board of Directors from April 2014 through March 2016. Prior to her appointment as Chief Executive Officer of Isometry, she served as ContraFect’s Executive Vice President and Chief Financial Officer from July 2012 to November 2013. Prior to her time at ContraFect, she served as President and Chief Executive Officer of Five Prime Therapeutics, Inc. (sold to Amgen) from 2009 until August 2011, and as Executive Vice President, Corporate Development and Chief Financial Officer of Lexicon Pharmaceuticals, Inc. (NASDAQ: LXRX) from 2000 to 2008. Ms. Gregory has 20 years of investment banking experience, starting at Dillon, Read & Co. and subsequently at Punk, Ziegel & Company, where she served as the head of investment banking and head of its life sciences practice. Ms. Gregory served on the Board of Directors of the Sosei Group Corporation (TSE: 4565.T) through March 2020, as Executive Chair of Cavion, Inc. (sold to Jazz Pharmaceuticals plc. in August 2019), IMV, Inc. until January 2023 and Freeline Therapeutics Holding plc until February 2024 when it was taken private by Syncona Ltd. Ms. Gregory currently serves on the Board of Directors of Nurix Therapeutics, Inc. (NASDAQ: NRIX). Ms. Gregory obtained a Masters of Business Administration from the Wharton School at the University of Pennsylvania, and earned her B.A. at George Washington University. We believe that Ms. Gregory’s industry leadership and expertise in strategy development and implementation, investment banking and business development qualify her to serve as a member of our Board. John W. Childs, age 81, has served as a director of our Company since September 2022, and prior to that served as a director of the Former Parent since January 2014. Mr. Childs is the Chairman of J.W. Childs Associates, L.P., a private equity and special situation investment firm founded in 1995, currently focusing on life science, real estate and consumer brands investments. Previously, Mr. Childs was Senior Managing Director of the Thomas H. Lee Company from 1987 to 1995, where he had broad responsibilities for originating, analyzing, negotiating, and managing leveraged buyout transactions, such as those at Snapple and General Nutrition Company. Prior to that Mr. Childs held various executive positions in the investment area at the Prudential Insurance Company of America, ultimately serving as Senior Managing Director in charge of the Capital Markets Group. He is currently a Director of Realm, LLC, a Napa wine company, Biohaven Ltd., OMAX Health, VeraDermics and Basin Holdings. Prior to their sale, he was Chairman of the Board of Kosta Browne, Sunny Delight and CHG Healthcare Services. Mr. Childs is also on the board of Delta Waterfowl, Waterfowl Research Foundation and the Wild Salmon Center, focusing on wildlife conservation. Mr. Childs has a B.A. from Yale University and a M.B.A. from Columbia University. We believe that Mr. Childs’s extensive experience in private equity, venture capital and life science qualifies him to serve as a member of the Board. Gregory H. Bailey, M.D. Gregory H. Bailey, M.D., age 68, has served as a director of the Company since September 2022, and prior to that served as a director of the Former Parent since January 2014. Dr. Bailey has served as Chief Executive Officer of Juvenescence Limited, a life science and biotech company developing therapies to increase healthy human longevity, since co-founding the company in 2016. Dr. Bailey is a co-founder and has served as managing partner of MediqVentures since January 2014, the chairman and director of Portage Biotech, Inc. (OTCBB: PTGEF) since June 2013, a director of Portage Pharmaceuticals Limited since June 2013, and director of Manx Financial Group since March 2018. He has been a managing partner of Palantir Group, Inc., a merchant bank involved in a number of biotech company startups and financings since April 2002. Dr. Bailey was a founder of SalvaRx Group Plc and has served on its board of directors since May 2015. Dr. Bailey was also the co-founder of Ascent Healthcare Solutions, VirnetX Inc. (NYSE American: VHC), and DuraMedic Inc. He was the initial financier and an independent director of Medivation, Inc., from 2005 to December 2012. He has also served on the board of directors of AgeX Therapeutics, Inc. (NYSE American: AGE) since 2018. Dr. Bailey practiced emergency medicine for ten years before entering finance. He received his medical degree from the University of Western Ontario. We believe that Dr. Bailey’s extensive venture capital industry experience and technical background, along with his experience with public companies and biopharmaceutical companies, qualifies him to serve as a member of the Board. FOR PROPOSALS 1(A), 1(B) AND 1(C), THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NAMED NOMINEE.

  4. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING

    DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING Vlad Coric, M.D. Dr. Coric, age 53, has served as our chief executive officer and as a director since our formation, and was previously the chief executive officer and a director of the Former Parent. Dr. Coric has more than 22 years of drug development experience at Yale School of Medicine, Bristol-Myers Squibb, Biohaven and the Former Parent. He has been involved in multiple drug development programs, including marketed drugs or filed NDAs such as Nurtec® ODT (rimegepant; oral calcitonin related peptide antagonist), ZAVZPRET (zavegepant; intranasal calcitonin related peptide antagonist), Abilify® (aripiprazole; partial dopamine agonist), Opdivo® (nivolumab; anti-PD1), Yervoy® (Ipilimumab; anti-CTLA-4), Daklinza® (daclatasvir; NS5A inhibitor), and Sunvepra® (asunaprevir; NS3 inhibitor). From January 2007 to September 2015, he served as a group director of global clinical research at Bristol-Myers Squibb Company, or BMS, focusing both in oncology global clinical research and neuroscience global clinical research. Under Dr. Coric’s leadership, Biohaven has developed a broad therapeutic portfolio comprised of early- and late-stage product candidates targeting neurological and neuropsychiatric diseases, epilepsy, bipolar and major depressive disorder, OCD, SCA and SMA. Dr. Coric also led Biohaven’s acquisition of its novel Kv7 channel platform and the sale of the Former Parent to Pfizer in 2022. Since July 2001, Dr. Coric has also continued to serve as an associate clinical professor of psychiatry at Yale School of Medicine. He previously served as the chief of the Yale Clinical Neuroscience Research Unit and the director of the Yale Obsessive-Compulsive Disorder Research Clinic. He has served as president of the Connecticut Psychiatric Society. He also serves as a special advisor to General Atlantic and on the boards of directors of Revance Therapeutics, Inc., and Vita Therapeutics, Inc. Dr. Coric received his M.D. from Wake Forest University School of Medicine. He completed his internship at Yale-New Haven Hospital and residency training at the Yale Psychiatry Residency Training Program, where he also served as the program-wide chief resident for the Yale Department of Psychiatry, and chief resident on the PTSD firm at the West-Haven Connecticut Veterans Administration Hospital. Dr. Coric was an honors scholar in neurobiology and physiology at the University of Connecticut where he received a B.S. degree. We believe that Dr. Coric’s operational experience with our Company gained from serving as our chief executive officer, as well as his extensive experience in the biopharmaceutical industry, qualifies him to serve as a member of our Board.

  5. Kishan Mehta

    Kishan Mehta Kishan Mehta, age 37, has served as a director of our Company since September 2022, and prior to that served as a director of the Former Parent since June 2021. Mr. Mehta is the Portfolio Manager of the Averill and Averill Madison strategies at Suvretta Capital Management, LLC ("Suvretta"). Mr. Mehta has over a decade of experience in the healthcare industry. Since 2021, Mr. Mehta has also served as President and a director of four Nasdaq-listed special-purpose acquisition companies affiliated with Suvretta, Social Capital Suvretta Holdings Corp. I (from which Mr. Mehta resigned in August 2022 in connection with its business combination), Social Capital Suvretta Holdings Corp. II, Social Capital Suvretta Holdings Corp. III (from which Mr. Mehta resigned in July 2022 in connection with its business combination), and Social Capital Suvretta Holdings Corp. IV. Prior to becoming the Portfolio Manager of the investment strategy at Suvretta, he served as a strategic advisor to Biohaven Pharmaceuticals, Inc. where he advised the firm on various business development, corporate strategy, and capital structure decisions. From 2016 to 2018, Mr. Mehta served as a Portfolio Manager at Surveyor Capital, a division of Citadel, where he managed a beta and factor neutral, healthcare-focused long/short equity portfolio. From 2012 to 2016, he was an Analyst at Adage Capital, where he focused on public/private investments in therapeutics. Prior to that, Mr. Mehta had a similar role at Apothecary Capital, a division of BBT Capital. From 2007 to 2010, Mr. Mehta worked as a Mergers & Acquisitions Analyst at Evercore Partners, focusing on pharmaceuticals. We believe that Mr. Mehta’s extensive experience in finance, equity investments and life science companies qualifies him to serve on the Board.

  6. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

    DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

  7. Michael T. Heffernan

    Michael T. Heffernan Michael T. Heffernan, age 59, has served as Lead Independent Director of our Company since September 2022, and prior to that served as a director of the Former Parent since January 2020. Mr. Heffernan has over 25 years of leadership experience in the biotech and pharmaceutical industries. Mr. Heffernan is the Founder and Chairman of the Board of Collegium Pharmaceutical, Inc. (NASDAQ: COLL), where he previously served as President and Chief Executive Officer from October 2002 until July 2018. In addition, he is actively managing Avenge Bio, Inc. an Immuno-Oncology company that he co-founded in March 2019. Mr. Heffernan served as President and Chief Executive Officer of Cllegium Pharmaceuticals, Inc from its founding until June 2018. He also served as the Founder and Chief Executive Officer of Onset Dermatologics LLC, a dermatology company that he spun out of Collegium Pharmaceutical, Inc. to create PreCision Dermatology Inc. which was later sold to Bausch Health Companies Inc. (formerly Valeant Pharmaceuticals International Inc.) in July 2014. Prior to that, Mr. Heffernan held positions as co-founder and Chief Executive Officer of Clinical Studies Ltd., a pharmaceutical contract research organization that was sold to PhyMatrix Corp., a public healthcare services company, and Chief Executive Officer and Chairman of PhyMatrix Corp. Mr. Heffernan began his career at Eli Lilly and Company where he served in numerous sales and marketing roles. Mr. Heffernan has been an advisor, investor and board member in a number of biopharmaceutical and healthcare services companies. His recent board memberships include: TyRx, Inc. (sold to Medtronic plc), PreCision Dermatology Inc. (sold to Bausch Health Companies Inc.), Ocata Therapeutics, Inc. (sold to Astellas Pharma Inc.), Veloxis Pharmaceuticals, Inc. (sold to Asahi Kasei Corporation) and Akebia Therapeutics, Inc. (NASDAQ: AKBA) through June 2022. He is a member of the board of Synlogic, Inc. (NASDAQ: SYBX) and Trevi Therapeutics Inc. (NASDAQ: TRVI). We believe that Mr. Heffernan’s extensive experience as a senior executive in the commercial pharmaceutical industry qualifies him to serve as a member of our Board. Irina Antonijevic, M.D., Ph.D. Irina Antonijevic, age 59, has served as a director of our Company since September 2022, and prior to that served as a director of the Former Parent since May 2022. Dr. Antonijevic is currently Chief Medical Officer (“CMO”) at EveryONE Medicines, a company developing individualized precision therapeutics targeting severe central nervous system disorders caused by genetic mutations that affect only one or only a very small number of individuals. Prior to that, she served as CMO and head of R&D at Triplet Therapeutics, VP of Translational Medicine and Development at Wave Life Sciences, CMO at vasopharm GmbH, developing a treatment for severe traumatic brain injury, and Head of Early Development, MS, Neurology and Ophthalmology at Sanofi Genzyme. Dr. Antonijevic has been a member of the supervisory board of 4SC AG since 2012, and of Paion AG from 2017 through early 2022. Dr. Antonijevic is board certified in psychiatry and completed her residency in psychiatry and neurology at the Max Planck Institute for Psychiatry. Dr. Antonijevic obtained her venia legendi from the Berlin University and her PhD from the University of Edinburgh, United Kingdom. We believe that Dr. Antonijevic’s extensive experience in neuroscience research and drug development qualifies her to serve as a member of our Board. Robert J. Hugin, age 69, has served as a director of our Company since September 2022, and prior to that served as a director of the Former Parent since June 2020, served as Chief Executive Officer of Celgene Corporation, a biopharmaceutical company, from June 2010 until March 2016, as Chairman of its Board of Directors from June 2011 to March 2016 and as Executive Chairman from March 2016 to January 2018. Prior to June 2010, Mr. Hugin held a number of management roles at Celgene, including President from May 2006 to July 2014, Chief Operating Officer from May 2006 to June 2010 and Senior Vice President and Chief Financial Officer from June 1999 to May 2006, and served as a director of Celgene from December 2001 through January 2018. Prior to that, Mr. Hugin was a Managing Director at J.P. Morgan & Co. Inc., which he joined in 1985. Mr. Hugin is currently a member of the board of directors of Chubb Limited. In the past five years, Mr. Hugin also served as a director of Allergan plc, Danaher Corporation and The Medicines Company. We believe that Mr. Hugin’s extensive experience as a chief executive officer in the biopharmaceutical industry qualifies him to serve as a member of our Board.

  8. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  9. Executive Compensation Guiding Principles and Pay Practices

    | PAY PRACTICES | | | What We Do | What We Don’t Do | | ▪Engage an independent compensation consultant | × No tax gross-ups for change in control golden parachute taxes | | ▪Directly link pay to performance through the use of stock options | × No hedging of Company shares | | ▪Balance incentives for short- and long-term performance goals with a mix of fixed and variable compensation | × No excessive perks to executives | | ▪Perform annual risk assessment of incentive compensation plans | × No excessive severance, pension or other benefits | | ▪Subject directors and executives to stock ownership guidelines | |

  10. Compensation Committee Role and Process

    | ▪Reviewing and approving corporate goals and objectives that reinforce the Company’s long-term strategic goals ▪Approving, and recommending to the Board for approval, levels of executive compensation ▪Establishing policies with respect to equity compensation arrangements, including compensation plans and programs advisable for the Company ▪Reviewing regional and industry-wide compensation practices and trends to assess the adequacy and competitiveness of the Company’s compensation practices ▪Evaluating the efficacy of the Company’s compensation policy and strategy in achieving expected benefits to the Company and otherwise furthering the compensation committee’s policy. ▪Implementing and administering the Company's clawback policy |

  11. Compensation Committee Role and Process

    Each year, our compensation committee typically reviews and discusses management's proposed compensation for all executives. The CEO meets with the compensation committee to review the compensation levels for the Company’s executive-level officers (other than our CEO) as well as the overall goals for the Company and individuals. Based on those discussions and after receiving recommendations from the CEO and the compensation committee, our Board, in its discretion and without members of management present, discusses and ultimately approves the compensation of our executive officers. The Board makes all final compensation and equity award decisions regarding our NEOs after receiving recommendations from our compensation committee. The compensation committee does not consider severance benefits when setting other components of compensation. Our review process emphasizes pay for performance principles to motivate and reward exceptional performance, with the goal of maximizing shareholder value. Role of Independent Compensation Consultant The compensation committee has engaged an independent compensation consulting firm, Aon’s Human Capital Solutions practice, a division of Aon (formerly Radford) (“Aon”), since October 2022 to help ensure that our compensation practices are aligned with best market practices and shareholder value. In 2023, the compensation committee again retained Aon to evaluate our executive compensation program. Aon’s engagement for our 2023 fiscal year included: attending compensation committee meetings, assisting the compensation committee with the selection of a peer group of companies for benchmarking purposes, analysis of our existing executive compensation programs, including our equity incentive plan and equity-based award grant practices, and analysis of our director compensation policy. The compensation consultant serves at the pleasure of the compensation committee rather than management, and the compensation consultant's fees are approved by the compensation committee. The compensation committee has assessed the independence of Aon pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent Aon from serving as an independent consultant to the compensation committee.

  12. Use of Peer Group Data

    Use of Peer Group Data Our compensation committee, in conjunction with management, uses competitive market data from surveys and reports prepared by Aon. We consider market survey data from a peer group of companies that have similar revenue size, market capitalization, headcount, brand value, products, or markets, or with which we compete for executive talent. The Company did not establish a peer group in 2022 for purposes of setting cash-based 2023 compensation because the compensation committee, in consultation with the compensation committee consultant determined that the growth of the Company's market capitalization during that time resulted in rapid changes to the companies that it would consider peers. In particular, from the date of the Spin-Off until the compensation committee adopted a peer group in November 2023, the Company's market capitalization increased by over 750%. In November 2023, for purposes of determining equity awards granted in November 2023 and January 2024 in respect of 2023 performance, the compensation committee used the following peer group:

  13. Use of Peer Group Data

    | Aclaris Therapeutics | Cogent Biosciences | Sage Therapeutics | | Allakos | DICE Therapeutics | Ventyx Biosciences | | Alpine Immune Sciences | ImmunityBio | Vera Therapeutics | | Amylyx Pharmaceuticals | Immunovant | Vir Biotechnology | | AnaptysBio | Iovance Biotherapeutics | Xencor | | Anavex Life Sciences | Karuna Therapeutics | Xenon Pharmaceuticals | | Arvinas | Marinus Pharmaceuticals | | | Cereval Therapeutics | PureTech Health | |

  14. 2023 EXECUTIVE COMPENSATION PROGRAM IN DETAIL

    | Annual Base Salary | ▪Reflects the executive’s abilities, experience, roles, and responsibilities | | Annual Bonus | ▪Performance-based annual cash bonus based on Company financial results and individual performance | | Long-Term Incentive | ▪Stock options to align the interests of executives with those of shareholders | | Employee Benefits | ▪Executives are generally eligible for the same competitive benefits as other employees in the United States, including Company-paid medical, dental, and vision insurance, paid time off and matching contributions to the Company’s 401(k) plan | | Severance Protection | ▪All of our NEOs are eligible for post-termination severance payments under their employment agreements or offer letter |

  15. Annual Cash Bonuses

    Annual Cash Bonuses We seek to motivate and reward our executive officers for achievements relative to our corporate goals and expectations for each fiscal year. Each of our NEOs is eligible to receive an annual cash bonus dependent on individual and corporate performance. Dr. Coric, Mr. Buten, Ms. Gentile and Dr. Car each have a target bonus opportunity specified in their respective employment agreement with Biohaven Pharmaceuticals, Inc., defined as a percentage of their annual salary. For 2023, the target bonus opportunities were as follows:

  16. Annual Cash Bonuses

    | Name | 2023 Target Annual Cash Bonus (% of Salary) | | Vlad Coric, M.D. | 75% | | Matthew Buten | 50% | | Kimberly Gentile | 45% | | Bruce Car | 45% |

  17. Annual Cash Bonuses

    The compensation committee reviewed the Company’s 2023 performance and the individual performance of each NEO with Dr. Coric (note that Dr. Coric does not participate in discussions on his own pay), including individual contributions and accomplishments during the year, and recommended to the Board the bonus amounts to be paid to each NEO for 2023 performance. The compensation committee reviewed Dr. Coric’s 2023 performance and recommended his bonus amount to the Board. The Board, following the recommendation of the compensation committee, determined to pay the following bonuses to each of our named executive officers in November 2023:

  18. Annual Cash Bonuses

    | Name | 2023 Actual Annual Cash Bonus ($) | Percentage Above Target Bonus | | Vlad Coric, M.D. | $1,102,500 | 75% | | Matthew Buten | $482,388 | 75% | | Kimberly Gentile | $370,509 | 75% | | Bruce Car | $385,757 | 75% |

  19. Annual Cash Bonuses

    In determining the amount of the above actual bonuses paid to our NEOs, the compensation committee considered a number of factors including the Company’s success in meeting the 2023 Performance Metrics established by the Board, which considered certain factors contributing to the Company's overall performance and each NEO's individual performance, innovation, and efficiency. The committee considered their assessment of the individual performance of each NEO with respect to the Company’s successes, along with individual self-evaluations completed by each of the NEOs. The committee determined that each NEO had earned a discretionary annual bonus above their applicable target, based on their and the Company’s outstanding achievements, and the continued advancement of the non-migraine pipeline assets.

  20. Long-Term Incentives

    Long-Term Incentives Our equity-based incentive awards are designed to align our executives’ interests with those of our shareholders. Our compensation committee is responsible for reviewing and recommending equity grants to the Board for the Board's approval. Vesting of equity awards is generally tied to continuous service with the Company over the vesting schedule and serves as an additional retention measure. Our executives generally are awarded an initial new hire grant upon commencement of employment. Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance. The equity-based awards held by our NEOs have been granted pursuant to the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), which provides for the grant of share options, share appreciation rights, restricted share awards, restricted share unit awards, performance-based share awards, and other forms of equity compensation. All of the Company's currently outstanding equity awards to executives have been made in the form of stock options. Stock options are designed to align the interests of the Company’s executives with those of shareholders by encouraging executives to enhance the value of the Company and, hence, the price of our common shares. Our stock options are granted with a per share exercise price equal to no less than the fair market value of a common share on the date of the grant of such award. The committee has structured its equity program to motivate stock price appreciation over the long term through stock options, which deliver value only if the stock price increases. In determining the size of the equity awards made to the NEOs, Dr. Coric reviews the other NEOs’ individual self-assessments of their own performance over the prior year and makes his own assessment of each individual’s performance. Based on those assessments and on the Company’s performance over the prior fiscal year, Dr. Coric recommends the equity grants to be made to each NEO (other than himself) to the compensation committee. The compensation committee considers Dr. Coric’s assessments and input and makes a final recommendation to the Board as to size of the equity grants to awarded to each NEO. The compensation committee reviews Dr. Coric’s performance and recommends the size of his equity grant to the Board. When determining the size of the grants, the compensation committee also considers a number of other factors, including the Company's performance, individual performance, competitive market data as described in "Use of Peer Group Data" and the NEO's position and responsibilities in the Company. Our Board makes the final assessment of performance and ultimately has the authority to approve and award equity grants based on the compensation committee’s recommendation, with input from the compensation consultant. In determining the number of stock options granted to our NEOs in respect of 2023 performance, the committee and Board again considered the Company's outstanding performance in 2023 and the individual contributions by each NEO, based on their own self-assessments and the assessment of their supervisor and the CEO (other than with respect to his own performance, which was assess by the compensation committee). 2023 Equity Grants In November 2023, the compensation committee recommended to the Board, after discussion with the CEO (other than with respect to his own pay), that annual equity grants in respect of 2023 performance in the form of stock options be made to our NEOs. The compensation committee determined that the grants of stock options in respect of 2023 performance would be made approximately 45% in the fourth quarter of 2023 and 55% the first quarter of 2024. The aggregate number of stock options granted to each NEO in respect of 2023 performance are shown in the following table:

  21. Long-Term Incentives

    | Name | Stock Options Granted November 2, 2023 | Grant Date Value | Stock Options Granted January 2, 2024 | Grant Date Value | Total Stock Options Granted | Total Grant Date Value | | Vlad Coric, M.D. | 225,000 | $4,860,630 | 275,000 | $8,415,633 | 500,000 | $13,276,263 | | Matthew Buten | 78,750 | $1,702,221 | 96,250 | $2,945,471 | 175,000 | $4,647,692 | | Kimberly Gentile | 78,750 | $1,702,221 | 96,250 | $2,945,471 | 175,000 | $4,647,692 | | Bruce Car | 78,750 | $1,702,221 | 96,250 | $2,945,471 | 175,000 | $4,647,692 |

  22. Long-Term Incentives

    The exercise price of the options was the fair market value of Biohaven shares on the applicable date of grant. The NEO's options granted on November 2, 2023 and January 2, 2024 will vest in four equal installments, with one-quarter vesting on the applicable date of the grant and each remaining one-quarter on the first, second and third anniversary of the applicable date of the grant, subject to the grantee's continued employment through each vesting date. The Board determined to grant options with the foregoing vesting schedule in order to incentivize future performance and reward current performance. In order for the NEOs to realize any value from their option grants, the Company's share price must appreciate, thus aligning our executive's long-term economic interests with those of our shareholders. Other 2023 Equity Award Actions In May 2023, the Company approved an amendment (the "Option Agreement Amendment") to the share option grant notice and option agreements (the "Option Agreement") with respect to the nonqualified share options (the "Options") then-outstanding and previously granted to each of our NEOs, the purpose of which was to permit the Options to be exercised by the applicable NEO prior to vesting in exchange for restricted common shares of the Company subject to the same vesting schedule as the Options. No NEOs exercised any Options in 2023.

  23. Employment Agreements and Offer Letters

    Employment Agreements and Offer Letters As described further below, the Company and our wholly owned subsidiary, Biohaven Pharmaceuticals, Inc., have each entered into employment agreements or offer letters with each of Dr. Coric, Mr. Buten, Ms. Gentile and Dr. Car. Each of the employment agreements with Dr. Coric and Mr. Buten and Dr. Car's offer letter provides for an initial three-year term of employment, with automatic one-year renewal periods, unless either party provides notice of non-renewal at least 90 days before the renewal date. Ms. Gentile’s employment agreement does not contain a set term of employment. Each named executive officer's employment is “at-will” and may be terminated at any time by us or Biohaven Pharmaceuticals, Inc., respectively and as applicable, or by the executive. Consistent with the companies in our peer group, our NEOs are also entitled to receive severance benefits pursuant to their respective employment agreements or offer letter if the NEO’s employment is terminated under specified circumstances, including without "just cause" or "Good Reason." These severance entitlements are described further below in the section entitled “Termination and Change in Control Benefits."

  24. Termination and Change in Control Benefits

    Termination and Change in Control Benefits 2022 Plan Under the terms of the 2022 Plan, unless the compensation committee determines otherwise or as otherwise provided under the terms of an applicable award agreement, in the event of a change in control, outstanding awards will fully vest, with any performance goals or other vesting criteria achieved at target levels. Employment Agreements with Dr. Coric The Company has entered into an employment agreement with Dr. Coric (in addition to Dr. Coric's agreement with Biohaven Pharmaceuticals, Inc., as described below). Under the employment agreement with Dr. Coric, if we terminate Dr. Coric employment or fail to elect him to his officer position, or if his employment is terminated due to death or disability, he is entitled to a lump-sum severance payment in the amount of $350,000. Under the employment agreement, all stock options held by Dr. Coric will be deemed to be fully vested and exercisable on his termination date, and the exercise period of such stock options will be extended for a period of two years following the termination date (or if earlier, the end of the term of the award). These severance payments are in addition to any severance payments due to Dr. Coric under his agreement with Biohaven Pharmaceuticals, Inc., as described below. The Company's wholly owned subsidiary, Biohaven Pharmaceuticals, Inc., has also entered into an employment agreement with Dr. Coric. If Dr. Coric’s employment with Biohaven Pharmaceuticals, Inc. is terminated without “Just Cause” (as defined in the employment agreement), due to death or disability, or if Dr. Coric terminates his employment for “Good Reason” (as defined in the employment agreement), subject to the execution and non-revocation of a release of claims against Biohaven Pharmaceuticals, Inc., Dr. Coric would receive (i) severance payments in equal monthly installments equal to his current base salary for 15 months following termination (or 18 months in the case of a termination without Just Cause or for Good Reason within 12 months following a change in control (a "Qualifying CIC Termination")), (ii) continued health insurance coverage for up to 15 months (or 18 months in case of a Qualifying CIC Termination), reduced to the extent Dr. Coric receives comparable benefits elsewhere during the period, (iii) continued life insurance coverage for 15 months (or 18 months in the case of a Qualifying CIC Termination), (iv) full vesting of all stock options, which would remain exercisable for 24 months following termination (or, with respect to a Qualifying CIC Termination, with respect to all time-based equity awards, with stock options remaining exercisable for 12 months following termination and any performance awards continuing to be governed by their award agreements) and (v) solely upon a Qualifying CIC Termination, an amount equal to 1.5 times his target bonus opportunity for the performance year in which the termination occurs, payable in equal installments over 18 months following termination. Dr. Coric will also be subject to one-year non-competition and non-solicitation covenants. Employment Agreements with Mr. Buten The Company has entered into an employment agreement with Mr. Buten (in addition to Mr. Buten’s agreement with Biohaven Pharmaceuticals, Inc., as described below). If the Company terminates Mr. Buten’s employment, or if his employment is terminated due to death or disability, he will be entitled to a lump-sum severance payment in the amount of $350,000 and all stock options held by Mr. Buten will be deemed to be fully vested and exercisable on his termination date, and the exercise period of such stock options will be extended for a period of two years following the termination date (or if earlier, the end of the term of the award). These severance payments are in addition to any severance payments due to Mr. Buten under his agreement with Biohaven Pharmaceuticals, Inc., as described below. Mr. Buten will also be subject to one-year non-competition and non-solicitation covenants. Under the employment agreement between Biohaven Pharmaceuticals Inc. and Mr. Buten, if Mr. Buten’s employment with Biohaven Pharmaceuticals, Inc. is terminated without “Just Cause,” due to death or disability, or if he terminates his employment for “Good Reason” (as each is defined therein), subject to the execution and non-revocation of a release of claims against Biohaven Pharmaceuticals, Inc., he is entitled to receive (i) an amount equal to 1.5 times the sum of the applicable base salary rate in effect plus his target bonus opportunity, payable in equal monthly installments over 18 months, (ii) continued health insurance coverage for the period during which he receives severance payments, reduced to the extent he receives comparable benefits elsewhere during the period, (iii) continued life insurance coverage for the period during which he receives severance payments, (iv) a pro-rata bonus payment for the year in which he is terminated, to be determined and made at the sole discretion of the Board, equal to his target bonus opportunity, if any, which would have been awarded to him had he remained employed for the applicable performance period and (v) all stock options and other equity incentive awards granted to Mr. Buten would become fully vested and exercisable and remain exercisable for 24 months following the date of his termination (or, if earlier, the end of the term of the award). If Mr. Buten's employment with Biohaven Pharmaceuticals Inc. is terminated without Just Cause or if he terminates his employment for Good Reason within 12 months of a Change in Control, subject to the execution and non-revocation of a release of claims against Biohaven Pharmaceuticals, Inc., Mr. Buten will receive the same benefits and payments as above, except that (i) Mr. Buten would receive an additional amount equal to his target bonus, payable in equal monthly installments over 12 months, (ii) Mr. Buten would not receive continued life insurance coverage and (iii) unvested time-based stock options and equity incentive awards would accelerate and remain outstanding for 12 months following termination, with any performance-based awards governed by their terms. Upon termination due to disability, the amount of severance paid to Mr. Buten is reduced by any disability benefits he receives under Biohaven Pharmaceuticals, Inc.'s disability insurance policies. Offer of Employment with Dr. Car

  25. Termination and Change in Control Benefits

    Biohaven Pharmaceuticals, Inc. has entered into an amended and restated offer of employment with Dr. Car pursuant to which he serves as Chief Scientific Officer of the Company. Upon a termination of employment by the Company without “Just Cause,” due to Dr. Car’s death or disability or by Dr. Car for “Good Reason,” subject to execution and non-revocation of a release, Dr. Car will be eligible to receive (i) an amount equal to the sum of Dr. Car’s base salary and target bonus, payable in substantially equal installments over twelve months, (ii) continued health insurance coverage for up to twelve months following termination, (iii) a prorated target bonus for the year of termination, payable at the same time bonuses are paid to similarly-situated employees, (iv) continued life insurance coverage for 12 months following termination and (v) accelerated vesting of shares underlying time-based equity awards that would have vested in the twelve months following termination. Upon a termination of employment by the Company without “Just Cause” or by Dr. Car for “Good Reason” within 12 months of a “Change in Control,” subject to execution and non-revocation of a release, Dr. Car will be eligible to receive the same benefits as above, except that Dr. Car would receive two times the amount of Dr. Car's target bonus and would not receive continued payment of life insurance premiums. Pursuant to the offer of employment, following a termination of employment Dr. Car will also be subject to one-year non-competition and non-solicitation covenants. Employment Agreement with Ms. Gentile Under the employment agreement with Ms. Gentile, if Biohaven Pharmaceuticals, Inc. terminates Ms. Gentile's employment without “Cause” or if the executive terminates her employment for “Good Reason”, as each is defined in the respective agreements, subject to execution and non-revocation of a release, Ms. Gentile is entitled to an amount equal to six months portion of her base salary, to be paid consistent with the Company’s normal payroll schedule over six months. Ms. Gentile's employment agreement does not contain differing severance entitlements before or after a change in control. Pursuant to the employment agreement, following a termination of employment Ms. Gentile will also be subject to one-year non-competition and non-solicitation covenants.

  26. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE

  27. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year(1) | Salary ($)(2)(3) | Bonus ($)(3)(4) | Option Awards ($)(5) | All Other Compensation ($)(6) | Total ($) | | Vlad Coric, M.D. | | | | | | | | Chief Executive Officer | 2023 | 840,000 | 1,102,500 | 4,860,630 | 16,059 | 6,819,189 | | | 2022 | 200,000 | 1,050,000 | 4,720,774 | 705 | 5,971,479 | | Matthew Buten | | | | | | | | Chief Financial Officer | 2023 | 551,250 | 482,388 | 1,701,221 | 20,778 | 2,755,637 | | | 2022 | 131,250 | 413,438 | 1,490,771 | 1,015 | 2,036,473 | | Kimberly Gentile | | | | | | | | Senior Vice President, Clinical Operations | 2023 | 470,487 | 370,509 | 1,701,221 | 17,656 | 2,559,873 | | Bruce Car | | | | | | | | Chief Scientific Officer | 2023 | 489,850 | 385,757 | 1,701,221 | 7,420 | 2,584,248 | | | 2022 | 121,250 | 160,100 | 1,490,771 | 1,787 | 1,773,907 |

  28. 2023 SUMMARY COMPENSATION TABLE

    (1) As a newly formed entity, we did not have any executive officers or pay any compensation during any fiscal year prior to 2022. Historical information concerning the compensation paid to or earned by the NEOs of Former Parent is not directly relevant or indicative of the compensation that any such officers have received or will receive (as applicable) as our NEOs, but is available in Former Parent's previous annual proxy statements filed with the SEC. Information about the transaction-related compensation paid to NEOs of Former Parent in connection with the Separation is available in the merger proxy filed by Former Parent with the SEC. (2) The 2022 amounts reflect the salary paid to each NEO for the portion of 2022 during which the individual served as an NEO of the Company, which in each case was the period from the closing of the Separation on October 3, 2022 through December 31, 2022. The following table shows a breakout of the annual base salary for each NEO in 2022:

  29. 2023 SUMMARY COMPENSATION TABLE

    | Name | Salary | | Vlad Coric, M.D. | $800,000 | | Matthew Buten | $525,000 | | Kimberly Gentile | $448,083 | | Bruce Car | $485,000 |

  30. 2023 SUMMARY COMPENSATION TABLE

    (3) These amounts were paid to the executives by Biohaven Pharmaceuticals, Inc., which, as of December 31, 2023, is our wholly owned subsidiary. (4) The amounts reflect the full amount of discretionary bonuses paid for performance during the applicable year, including in 2022 for the period in which the NEOs performed services for Former Parent (January 1 through October 2). (5) The amounts reflect the grant date fair value for awards granted during the indicated year computed in accordance with ASC Topic 718, Compensation—Stock Compensation. For 2022, excludes awards granted by Former Parent prior to the closing of the Merger (including in connection with the Distribution). The portion of annual equity grants in respect of 2023 performance that was granted in January 2024 is not reported here in accordance with the applicable rules, and instead will be reported in the Summary Compensation Table for 2024. (6) The 2022 amounts consist of life insurance premiums paid by the Company for the period from the closing of the Separation on October 3, 2022 through December 31, 2022. The 2023 amounts consist of contributions to the executive officer's account under our 401(k) plan and life insurance paid by the Company. The following table shows a breakout of Company contributions to each executive officer's 401(k) plans:

  31. 2023 SUMMARY COMPENSATION TABLE

    | Name | Registrant Contributions | | Vlad Coric, M.D. | $13,200 | | Matthew Buten | $13,200 | | Kimberly Gentile | $13,200 | | Bruce Car | $0 |

  32. GRANTS OF PLAN-BASED AWARDS IN 2023

    GRANTS OF PLAN-BASED AWARDS IN 2023 The table below summarizes the equity awards granted to the NEOs in 2023.

  33. GRANTS OF PLAN-BASED AWARDS IN 2023

    | Name | Grant Date | All Other Option Awards: Number of Securities Underlying Options (#)(1) | Exercise Price or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Vlad Coric, M.D. | 11/2/2023 | 225,000 | $29.49 | 4,860,630 | | Matthew Buten | 11/2/2023 | 78,750 | $29.49 | 1,702,221 | | Kimberly Gentile | 11/2/2023 | 78,750 | $29.49 | 1,702,221 | | Bruce Car | 11/2/2023 | 78,750 | $29.49 | 1,702,221 |

  34. GRANTS OF PLAN-BASED AWARDS IN 2023

    (1) The amounts in this column represent the number of stock options awarded to each NEO in 2023. The common shares underlying the time-based options granted on November 2, 2023 vest in four equal installments on November 2, 2023, 2024, 2025 and 2026, subject to the executive’s continued service through each applicable vesting date. (3) The amounts in this column represent the grant date fair value of option awards computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718).

  35. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information about outstanding option awards and stock awards held by each of our NEOs as of December 31, 2023.

  36. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Vlad Coric, M.D. | 56,250 | 168,750 (1) | 29.49 | 11/2/2033 | | | 475,000 | 475,000 (2) | 7.00 | 10/3/2032 | | Matthew Buten | 19,688 | 59,062 (1) | 29.49 | 11/2/2033 | | | 150,000 | 150,000 (2) | 7.00 | 10/3/2032 | | Kimberly Gentile | 19,688 | 19,688 (1) | 29.49 | 11/2/2033 | | | 150,000 | 150,000 (2) | 7.00 | 10/3/2032 | | Bruce Car | 19,688 | 19,688 (1) | 29.49 | 11/2/2033 | | | 150,000 | 150,000 (2) | 7.00 | 10/3/2032 |

  37. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) The unvested shares underlying this option vest in three equal tranches on November 2, 2024, 2025 and 2026, subject to the executive’s continued service through each applicable vesting date. (2) The unvested shares underlying this option vest in two equal tranches on October 3, 2024 and 2025, subject to the executive’s continued service through each applicable vesting date.

  38. Option Exercises and Shares Vested in 2023

    Option Exercises and Shares Vested in 2023 Our NEOs did not exercise any stock options or have any RSUs or other share-based awards granted or vested in 2023.

  39. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table describes the potential payments and benefits that would have been payable to our NEOs assuming a termination of employment and/or a change in control occurred, in each case on December 31, 2023. The actual amount to be paid to each NEO upon a termination or change in control may vary significantly from the amounts included herein. For a description of the applicable agreements reflected in the table below, see the sections entitled “Compensation Discussion and Analysis—Other Practices, Policies and Guidelines—Termination and Change in Control Benefits.”

  40. Potential Payments upon Termination or Change in Control

    | NEO | Cash Severance ($) | Employee Benefits ($) | Equity-Based Awards($)(1) | Total ($) | | Vlad Coric, M.D. | | | | | | Change in Control | — | — | 19,430,487(6) | 19,430,487 | | Qualifying Termination (Pre-CIC) | 1,400,000(2) | 38,831(5) | 19,430,487(7) | 20,869,318 | | Qualifying CIC Termination | 2,555,000(3) | 46,597(5) | 19,430,487(6)(7) | 22,032,084 | | Death or Disability | 1,400,000(4) | 38,831(5) | 19,430,487(7) | 20,869,318 | | Matthew Buten | | | | | | Change in Control | — | — | 6,218,918(6) | 6,218,918 | | Qualifying Termination (Pre-CIC) | 1,590,313(8) | 57,964(5) | 6,218,918(7) | 7,867,195 | | Qualifying CIC Termination | 1,865,938(8) | 46,597(5) | 6,218,918(6)(7) | 8,131,453 | | Death or Disability | 1,590,313(9) | 57,964(5) | 6,218,918(7) | 7,867,195 | | Kimberly Gentile | | | | | | Change in Control | — | — | 6,218,918(6) | 6,218,918 | | Qualifying Termination (Pre-CIC) | 235,244(10) | — | — | 235,244 | | Qualifying CIC Termination | 235,244(10) | — | 6,218,918(6)(7) | 6,454,162 | | Death or Disability | — | — | — | 0 | | Bruce Car | | | | | | Change in Control | — | — | 6,218,918(6) | 6,218,918 | | Qualifying Termination (Pre-CIC) | 710,283(11) | 31,764(5) | — | 742,047 | | Qualifying CIC Termination | 930,716(12) | 24,344(5) | 6,218,918(6) | 7,173,978 | | Death or Disability | 710,283(13) | 31,764(5) | — | 742,047 |

  41. Potential Payments upon Termination or Change in Control

    (1) These amounts reflect the value of the acceleration of unvested option awards, assuming the acceleration occurred on December 31, 2023 and based on the closing price of our common shares on the NYSE of $42.80 on December 29, 2023 (the final trading day of the year). (2) Dr. Coric is entitled to a lump sum severance payment of $350,000 under his employment agreement with Biohaven Ltd. if he is terminated or is not elected to his position. In addition, pursuant to his employment agreement with Biohaven Pharmaceuticals, Inc., if Dr. Coric is terminated without “Just Cause” or if he resigns for “Good Reason”, in either case not in connection with a change in control (each of which we refer to as a “Qualifying Termination”), he is entitled to receive severance payments equal to his then-current annual base salary rate for 15 months following termination. (3) Dr. Coric is entitled to a lump sum severance payment of $350,000 under his employment agreement with Biohaven Ltd. if he is terminated from his position or is not elected to his position. In addition, pursuant to his employment agreement with Biohaven Pharmaceuticals, Inc., if Dr. Coric is terminated without “Just Cause” or if he resigns for “Good Reason”, in either case within 12 months of a change in control (each of which we refer to as a “Qualifying CIC Termination”), he is entitled to receive severance payments equal to his then-current annual base salary rate plus an amount equal to 150% of his target bonus in equal monthly installments, for 18 months following termination. (4) Dr. Coric is entitled to a lump sum severance payment of $350,000 under his employment agreement with Biohaven Ltd. upon his termination due to death or disability. In addition, pursuant to his employment agreement with Biohaven Pharmaceuticals, Inc., if Dr. Coric is terminated due to death or disability, he is entitled to receive severance payments equal his then-current annual base salary rate for 15 months following termination. The amount of severance paid to the executive is reduced by any disability benefits the executive receives under Biohaven Pharmaceuticals, Inc.’s disability insurance policies, however, no such reduction is assumed for purposes of the table above. (5) The amount reported represents the cost of continued health and life insurance coverage during the period for which the executive receives severance payments, pursuant to the executive’s employment agreement (or, in the case of Dr. Car, offer of employment) with Biohaven Pharmaceuticals, Inc. Dr. Coric and Mr. Buten would be entitled to payment of their premiums for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, however, for purposes of this table, the cost of such coverage to the Company as of December 31, 2023 was used. Mr. Buten is not entitled to receive continued life insurance coverage upon a Qualifying CIC Termination. (6) All outstanding stock options granted under the 2022 Plan would vest upon a Change in Control (as defined in the 2022 Plan). (7) Upon such a termination of employment, the NEO is entitled to full vesting of all outstanding equity awards pursuant to the respective NEO's employment agreements (or, in the case of Dr. Car, offer of employment) with Biohaven Pharmaceuticals, Inc. and, for Dr. Coric and Mr. Buten, their employment agreements with Biohaven Ltd. (8) Mr. Buten is entitled to a lump sum severance payment of $350,000 under his employment agreement with Biohaven Ltd. if he is terminated from his position. Pursuant to his employment agreement with Biohaven Pharmaceuticals, Inc., if Mr. Buten experiences a Qualifying Termination, he is entitled to receive severance payments equal to 150% the sum of his then-current annual base salary plus annual target bonus, paid in equal installments for 18 months following his termination of employment. He would also be eligible to receive a pro-rata bonus payment for the year in which he is terminated, to be determined and made at the sole discretion of the board, equal to his target bonus opportunity, if any, which would have been awarded to him had he remained employed for the applicable performance period. The amount in the table above does not include this pro-rata bonus as the amount cannot currently be determined. If Mr. Buten experiences a Qualifying CIC Termination, Mr. Buten will receive the same payments as above, as well as an additional amount equal to his target bonus, payable in equal installments over 12 months. (9) Pursuant to his employment agreement with Biohaven Pharmaceuticals Inc., if Mr. Buten is terminated due to death or disability, he is entitled to receive severance payments equal to 150% the sum of his then-current annual base salary plus annual target bonus, paid in equal installments for 18 months following his termination of employment. He would also be eligible to receive a pro-rata bonus payment for the year in which he is terminated, to be determined and made at the sole discretion of the board, equal to his target bonus opportunity, if any, which would have been awarded to him had he remained employed for the applicable performance period. The amount in the table above does not include this pro-rata bonus as the amount cannot currently be determined. If the termination is due to disability, the amount of severance paid to Mr. Buten is reduced by any disability benefits Mr. Buten receives under Biohaven Pharmaceuticals, Inc.'s disability insurance policies, however, no such reduction is assumed for purposes of the table above. (10) Ms. Gentile is entitled to receive severance payments equal to six months of her base salary following termination. (11) Pursuant to his employment agreement with Biohaven Pharmaceuticals, Inc., if Dr. Car experiences a Qualifying Termination, he is entitled to receive severance payments equal to the sum of his base salary and target bonus, payable in substantially equal installments over twelve months following his termination of employment. He would also be eligible to receive a pro-rata bonus payment for the year in which he is terminated, to be determined and made at the sole discretion of the board, equal to his target bonus opportunity, if any, which would have been awarded to him had he remained employed for the applicable performance period. The amount in the table above does not include this pro-rata bonus as the amount cannot currently be determined. (12) Pursuant to his employment agreement with Biohaven Pharmaceuticals, Inc., if Dr. Car experiences a Qualifying CIC Termination, he is entitled to receive severance payments equal to the sum of his base salary and two times the amount of his target bonus, payable in substantially equal installments over twelve months following his termination of employment. He would also be eligible to receive a pro-rata bonus payment for the year in which he is terminated, to be determined and made at the sole discretion of the board, equal to his target bonus opportunity, if any, which would have been awarded to him had he remained employed for the applicable performance period. The amount in the table above does not include this pro-rata bonus as the amount cannot currently be determined.

  42. Potential Payments upon Termination or Change in Control

    (13) Pursuant to his employment agreement with Biohaven Pharmaceuticals Inc., if Dr. Car is terminated due to death or disability, he is entitled to receive severance payments equal to the sum of his base salary and target bonus, payable in substantially equal installments over twelve months following his termination of employment. He would also be eligible to receive a pro-rata bonus payment for the year in which he is terminated, to be determined and made at the sole discretion of the board, equal to his target bonus opportunity, if any, which would have been awarded to him had he remained employed for the applicable performance period. The amount in the table above does not include this pro-rata bonus as the amount cannot currently be determined. If the termination is due to disability, the amount of severance paid to Dr. Car is reduced by any disability benefits Dr. Car receives under Biohaven Pharmaceuticals, Inc.'s disability insurance policies, however, no such reduction is assumed for purposes of the table above.

  43. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between executive "compensation actually paid" (or "CAP") to the Company's principal executive officer ("PEO") and non-PEO named executive officers (the "Non-PEO NEOs"), and certain aspects of the financial performances of the Company. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see our CD&A.

  44. Pay Versus Performance Table(1)

    Pay Versus Performance Table(1)

  45. Pay Versus Performance Table(1)

    | | | | | | Value of Fixed $100 Investment Based on:(4) | | | | Year(2) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(3)(4) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(3)(4) | Total Shareholder Return ("TSR") ($) | Peer Group TSR ($)(5) | Net Income ($ Millions) | | 2023 | $6,819,189 | $22,153,967 | $2,633,253 | $7,527,058 | 611.43 | 111.67 | (413) | | 2022 | $5,971,479 | $9,969,149 | $1,905,190 | $3,167,612 | 198.29 | 103.78 | (570) |

  46. Pay Versus Performance Table(1)

    (1) At this time, given that we are a research and development company without revenue, we do not use any specific company-selected financial measures for purposes of determining CAP. Similar to many companies in the biotechnology industry, our annual incentive objectives are generally tied to the Company’s strategic and operational goals rather than financial goals. Accordingly, this disclosure does not present a Company-Selected Measure in the table above, nor a Tabular List of our most important financial metrics. (2) Dr. Vlad Coric served as the PEO for 2023 and the period from the closing of the Separation on October 3, 2022 through December 31, 2022. Our Non-PEO NEOs for (i) 2023 were Matthew Buten, Kim Gentile and Dr. Bruce Car and (ii) 2022, for the period from the closing of the Separation on October 3, 2022 through December 31, 2022, were Matthew Buten and Dr. Bruce Car. (3) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our named executive officers during the applicable years. These amounts reflect the Summary Compensation Table Total with certain adjustments made in accordance with Item 401(v) and as described in footnote 3 below. (4) These amounts represent compensation paid to Dr. Coric and an average for our Non-PEO NEOs for each corresponding fiscal year in the "Total" column of the Summary Compensation Table, adjusted as follows:

  47. Pay Versus Performance Table(1)

    | | 2023 | | 2022 | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Summary Compensation Table Total | $6,819,189 | $2,633,253 | $5,971,479 | $1,905,190 | | Minus option award value reported in SCT for the covered year | $(4,860,630) | $(1,701,221) | $(4,720,774) | $(1,490,771) | | Plus vesting-date fair value of equity awards granted during year that vested during year | $1,215,158 | $425,316 | $1,180,194 | $372,693 | | Plus year end fair value of equity awards granted during the covered year that remain outstanding and unvested as of last day of the covered year | $5,143,500 | $1,800,210 | $7,538,250 | $2,380,500 | | Change in fair value from last day of prior year to vesting date of unvested equity awards granted in any prior year that vested during year | $1,339,500 | $423,000 | $— | $— | | Change in fair value from last day of prior year to last day of year of outstanding and unvested equity awards | $12,497,250 | $3,946,500 | $— | $— | | Compensation Actually Paid | $22,153,967 | $7,527,058 | $9,969,149 | $3,167,612 |

  48. Pay Versus Performance Table(1)

    (5) Total Shareholder Return is cumulative for the measurement periods beginning on October 3, 2022, the closing of the Separation, and ending on December 31 of each 2023 and 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K. Historical stock performance is not necessarily indicative of future stock performance. (6) "Peer Group" represents the S&P Biotechnology ETF, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K.

  49. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  50. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table shows for the fiscal year ended December 31, 2023 certain information with respect to the compensation of all non-employee directors of the Company. Dr. Coric, our chief executive officer, is also a director but did not receive any additional compensation for his services as a director. Dr. Coric’s compensation is set forth and discussed in the “Executive Compensation” section. The table below does not include reimbursements to our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board and committee meetings.

  51. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2)(3) | Total ($) | | Irina Antonijevic | 57,000 | 485,937 | 542,937 | | Gregory H. Bailey, M.D. | 60,000 | 485,937 | 545,937 | | John W. Childs | 70,000 | 485,937 | 555,937 | | Julia P. Gregory | 82,000 | 485,937 | 567,937 | | Michael T. Heffernan | 112,000 | 485,937 | 597,937 | | Robert J. Hugin | 77,000 | 485,937 | 562,937 | | Kishan Mehta | 50,000 | 485,937 | 535,937 |

  52. DIRECTOR COMPENSATION TABLE

    (1) This column reflects the full grant date fair value for awards granted during the year. The grant date fair value was computed in accordance with ASC Topic 718, Compensation—Stock Compensation. The assumptions we used in valuing the stock option awards are described in Note 9 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (2) On May 2, 2023 each of our non-employee directors received an option grant to purchase 52,906 common shares at an exercise price of $13.20 per share. The shares underlying this option fully vest on the earlier of (a) May 2, 2024, or (b) the date of the 2024 Annual Meeting of Shareholders, in each case subject to continued service as a director through each such date. (3) The following table provides information about outstanding stock options held by each of our non-employee directors as of December 31, 2023:

  53. DIRECTOR COMPENSATION TABLE

    | Name | Option Awards | | Irina Antonijevic | 166,906(i) | | Michael T. Heffernan | 177,906(ii) | | Gregory H. Bailey, M.D. | 177,906(ii) | | Robert J. Hugin | 177,906(ii) | | John W. Childs | 177,906(ii) | | Julia Gregory | 177,906(ii) | | Kishan Mehta | 177,906(ii) |

  54. DIRECTOR COMPENSATION TABLE

    (i) These option awards consist of (a) an option to purchase 114,000 common shares, of which 51,500 are fully vested and the remaining will vest in two equal installments on October 3, 2024 and 2025, and (b) an option to purchase 52,906 common shares, all of which will vest on the earlier of (x) May 2, 2024 or (y) the date of the 2024 Annual Meeting of Shareholders. Vesting is subject to the non-employee director's continuous service through each such vesting date. (ii) These option awards consist of (a) an option to purchase 125,000 common shares, of which 62,500 are fully vested and the remaining will vest in two equal installments on October 3, 2024 and 2025, and (b) an option to purchase 52,906 common shares, all of which will vest on the earlier of (x) May 2, 2024 or (y) the date of the 2024 Annual Meeting of Shareholders. Vesting is subject to the non-employee director's continuous service through each such vesting date.

  55. Director Compensation Policy

    Director Compensation Policy Our director compensation policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our shareholders. In developing the director compensation policy, the Company's compensation committee seeks input from its compensation consultant, Aon. Annual Cash Compensation Under our director compensation policy, we pay each of our non-employee directors a cash retainer for service on the Board and for service on each committee on which the director is a member. The chair of the Board and the chair of each committee receive an additional retainer for such service. These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on our Board. The retainers paid to non-employee directors for service on the Board and for service on each committee of the Board on which the director is a member are as follows:

  56. Director Compensation Policy

    | Annual Board Service Retainer | | | All non-employee directors | $50,000 | | Non-executive Chair of the Board (in addition to non-employee director service retainer above) | $35,000 | | Annual Committee Member Service Retainer | | | Member of the Audit Committee | $10,000 | | Member of the Compensation Committee | $10,000 | | Member of the Nominating and Corporate Governance Committee | $7,000 | | Annual Committee Chair Service Retainer | | | Chair of the Audit Committee | $25,000 | | Chair of the Compensation Committee | $20,000 | | Chair of the Nominating and Corporate Governance Committee | $10,000 |

  57. Director Compensation Policy

    We also continue to reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board and committee meetings. Annual Equity Compensation The equity compensation set forth below is granted under the 2022 Plan. All stock options granted under this plan and the director compensation policy are nonstatutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the 2022 Plan) of the underlying common shares on the date of grant, and a term of ten years from the date of grant (subject to earlier termination in connection with a termination of service as provided in the 2022 Plan).