bhvn-20240314

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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BIOHAVEN LTD.

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To Our Shareholders,

Biopharmaceutical companies must constantly evolve as emerging science drives our focus, and this past year we have seen another therapeutic shift in our industry with immunology, neuroscience, and obesity emerging into the foreground as the key drivers of innovative focus. Of course, oncology continues to be an area of focus and growth given large unmet needs in cancer therapeutics. Patients and physicians are demanding new and better treatment options in these emerging areas of focus-- and capital inflows have followed suit, as evidenced by a swath of blockbuster acquisitions taking place across these areas. Antibody Drug Conjugates (ADCs) were major beneficiaries of M&A interest, with Pfizer’s acquisition of Sea gen for $43 billion and Abbvie’s acquisition of ImmunoGen for $10 billion representing the more sizeable transactions in this space and Merck’s acquisition of Prometheus for $11 billion showing the ongoing interest in immunology, though large considerations paid for Cerevel ($9 billion) and Karuna Therapeutics ($14 billion) kept neuroscience squarely in the spotlight, and acquisitions of Versanis, Carmot Therapeutics, and Inversago represented some of the bigger headlines in a sea of acquisitions and licensing deals in the obesity/cardio-metabolic arena.

M&A appetite for quality biopharma persisted, and yet, fund flows into healthcare/biotechnology-dedicated funds suffered dramatically, with analysts detailing ~$16 billion in net outflows into this specific asset class, representing the largest year of capital outflows going back to 1992.1 Tepid performance in varying biopharma-levered stock indexes and a shrinking landscape of public biopharmaceutical companies further reflect the harsher reality many of our peers suffered in 2023.

Amidst the complex backdrop of shifting areas of therapeutic focus and the cyclical challenges of the financial markets, Biohaven has successfully anticipated the potential large growth opportunities in immunology, neuroscience, and oncology. Biohaven emerged as a new public company just over a year ago and has assembled five bold platforms to fuel multiple clinical programs in important disease areas. Targets include large indications, e.g., epilepsy, bipolar disorder, depression, obsessive-compulsive disorder (OCD), migraine, pain, obesity, Alzheimer's disease, Parkinson's disease, multiple sclerosis, rheumatoid arthritis, and cancer, as well as rare autoimmune and inflammatory diseases, including myasthenia gravis, cardiomyopathy, spinal muscular atrophy and IgA nephropathy.

As I reflect on this past year and the work we completed to drive proliferation of data in those dynamic innovating areas, I am humbled not only by the value creation we have overseen to date, but by the unwavering support we have received from visionary shareholders like you. I also continue to be in awe of the “small but mighty” team of drug developers at Biohaven who continue to ensure we remain at the forefront of innovation for patients.

At Biohaven, we are addressing some of the most challenging indications with the boldest of scientific approaches.

Let’s review some notable progress we made and forthcoming expectations:

Inflammation and Immunology Platform (IgG, IgA, and β1-AR Degradation; TYK2/JAK1 Inhibition)

Our extracellular protein degrader program, for example, has generated multiple new investigational agents that are rapidly advancing into the clinic, initially targeting IgG, IgA, and β1-AR autoantibodies to treat both common and rare autoimmune diseases. The platform offers an exquisite mechanism of action differentiated from FcRn targeting agents with the potential for a faster onset of action, deeper reductions in IgG, no mechanistic effects on albumin or cholesterol, self-administered subcutaneous dosing, and ability to dose in conjunction with Fc-containing biologic therapeutic agents. This platform alone allows for new compound generation in only 12–18 months. Next steps: Once we clear regulatory review of our planned first-in-human study, we expect BHV-1300 Phase 1 IgG lowering clinical data in 1Q or early 2Q 2024; a total of 4 INDs are expected for the degrader program in 2024.

We have also advanced a second immune modulating platform with BHV-8000, a first-in-class, oral, brain-penetrant, selective TYK2/JAK1 inhibitor with broad potential for neuroinflammatory and neurodegenerative disorders. In our ongoing Phase 1 study in healthy volunteers, we successfully completed our single ascending dose cohort and multiple ascending dose cohort that we believe may be in our projected therapeutic dose ranges with a favorable tolerability profile. Next steps: We look forward to initiating studies in patients suffering from some of the most intractable neurodegenerative indications imaginable, including multiple sclerosis, early Parkinson's disease, early Alzheimer's disease, and in the prevention of amyloid therapy induced ARIA in 2024.

1 Source: Lipper (a Thomson Reuters company), FactSet, Piper Sandler

Ion Channel Platform: Kv7 Activation (BHV-7000) and TRPM3 Antagonism (BHV-2100)

We have demonstrated CNS target engagement and differentiated tolerability with BHV-7000, our novel and selective activator of Kv7.2/Kv7.3, without the typical CNS side effects of other non-selective agents in this class across an array of clinical and non-clinical studies. We also successfully completed development of an extended-release formulation of BHV-7000 to allow for once-daily dosing to be studied in future clinical programs.

Separately, we were excited to announce that we are officially “back in migraine” as progress continues with BHV-2100, our first-in-class, oral, selective TRPM3 antagonist offering a novel, non-addictive treatment for migraine and neuropathic pain. Preliminary pharmacokinetic and safety data from the ongoing Phase 1 study in healthy volunteers supports evaluation of BHV-2100 in acute migraine – it’s rapidly absorbed and quickly achieves 90% inhibitory concentrations and has been well tolerated at projected therapeutic concentrations to date. Next steps: We look forward to advancing BHV-7000 in an array of clinical studies for focal epilepsy, generalized epilepsy, bipolar disorder, and major depressive disorder. We also expect to initiate a BHV-2100 Phase 2 study in acute migraine and conduct a proof-of-concept study for neuropathic pain in 2H 2024.

Myostatin Platform: Taldefgrobep Alfa (BHV-2000)

GLP-1 agonists have driven outsized weight loss but at the expense of lean skeletal muscle wasting. Consider the paradigm-shifting potential of our taldefgrobep alfa program in addressing the obesity crisis, where in preclinical models and in Phase 1 studies, taldefgrobep demonstrated meaningful reductions in fat mass while increasing lean muscle mass. As we know, preserving and enhancing muscle mass and function is critical to healthy weight maintenance and glucose metabolism. Next steps: We expect to initiate a Phase 2 study in obesity in 2Q 2024 and report Phase 3 topline results in SMA in 2H 2024.

Glutamate Modulation Platform: Troriluzole (BHV-4157)

Glutamate is a tightly regulated neurotransmitter that has been implicated in the pathogenesis of a number of neurologic and neuropsychiatric disorders. For instance, approximately three million Americans suffer from obsessive-compulsive disorder (OCD) – a debilitating neuropsychiatric illness that often plagues patients with unwanted thoughts and debilitating compulsions. Sadly, there has been a dearth of new therapeutic developments for decades despite glutamate dysfunction being linked to this disorder. Troriluzole is a novel glutamate modulator currently in Phase 3 development for OCD. It is being evaluated as an adjunctive therapy in patients with an inadequate response to existing standard of care treatment. In a Phase 2 trial in OCD patients, troriluzole demonstrated consistent numerical benefits vs. placebo on the Yale-Brown Obsessive Compulsive Scale (the primary endpoint) at all timepoints and informed the Phase 3 study design. Next steps: We await database lock in 1Q 2024 and expect to report Phase 3 interim analysis topline results in 2Q 2024.

Oncology Platform: TROP2 directed ADC (BHV-1510), CD30 next-gen brentuximab ADC (BHV-1500), and CD38 bispecific targeted cell therapy (BHV-1100)

Relentless pursuit of identifying the best targeted cancer treatments has kept the ADC space firmly in the spotlight this year; the unmet need is immense, the clinical and commercial value is undeniable, and unprecedented advances in linker technologies and conjugation methods understandably attracted staggering levels of M&A, licensing, and venture capital interest in 2023. Biohaven's proprietary ADC technology is focused on novel conjugation chemistry with the potential to be superior to the current industry standard maleimide and lipophilic click chemistry. The goal of the technology is to provide more stable and consistent drug antibody ratio for use in oncology. Improved linker stability should yield a wider therapeutic index which potentiates improved safety (less systemic, untargeted payload) and efficacy (targeted payload delivered to tumors). We couldn’t be more excited about our most advanced ADC, BHV-1510, a fully optimized next-generation Trop2 directed ADC with potential best-in-class payload and enhanced stability, and a highly differentiated efficacy and safety profile providing an opportunity to broaden therapeutic margin, increase time on treatment, and improve efficacy. Next steps: We look forward to initiating a Phase 1 trial of BHV-1510 (TROP2) in 2Q 2024 and expect to submit an IND for BHV-1500 (next gen brentuximab ADC) in 2H 2024.

***

Last year, I said if past is prologue, this proven team would continue to succeed in achieving its mission for patients, shareholders and employees -- and we delivered on that promise. We are energized by the progress we have made, inspired by the patients and physicians who continue to remind us just how much Days Matter, and thrilled with the value we have only just begun to create for shareholders. With the 5 core programs we have assembled to date -- each one offering an industry-leading approach for addressing a high unmet need in common and rare diseases alike – we’re looking ahead to accomplishing even more incredible outcomes for patients and shareholders. I’m so proud of the people walking our halls who are sparking innovative research & development and driving clinical outcomes for patients – their passion and progress this past year has been inspiring. We look forward to contributing to a bright future for patients and investors.

Vlad Coric, M.D., Chair and Chief Executive Officer


Important Notice Regarding the Availability of Proxy Materials for the Shareholders’ Meeting to Be Held on April 30, 2024 at 10:00 a.m. local time at the Rosewood Bermuda, Tucker's Point Drive 60, Tuckers Point Drive, HS 02, Bermuda The proxy statement and annual report to shareholders are available at www.proxyvote.com.


			By Order of the Board of Directors,

			Douglas Gray
			Corporate Secretary

Road Town, Tortola, British Virgin Islands
March 18, 2024


You are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please vote by phone or online as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. If you received printed proxy materials and wish to vote by mail, please complete, date, sign and return your proxy card in the enclosed envelope (which is postage prepaid if mailed in the United States).. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.


			Page

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			1
PROPOSALS 1(A), 1(B) AND 1(C)			7
ELECTION OF DIRECTORS			7
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			10
PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS			17
PROPOSAL 3 NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION			19
EXECUTIVE OFFICERS			20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			21
DELINQUENT SECTION 16(a) REPORTS			23
EXECUTIVE COMPENSATION			23
DIRECTOR COMPENSATION			41
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			43
TRANSACTIONS WITH RELATED PERSONS			44
HOUSEHOLDING OF PROXY MATERIALS			46
OTHER MATTERS			47


Chief Executive Officer			3x annual base salary and cash bonus
Other executive officers			1x annual base salary and cash bonus
Non-employee directors			Not less than $1,000,000 in equity value


Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Irina Antonijevic			X
Vlad Coric, M.D.
Gregory H. Bailey, M.D.			X*
John W. Childs	X	X
Julia P. Gregory	X*		X
Michael T. Heffernan		X*	X
Robert J. Hugin	X	X	X
Kishan Mehta
Number of meetings in 2023	4	4	4


	Year Ended December 31,
	2023	2022
Audit Fees(1)	$1,157,800	$855,300
Audit-Related Fees(2)	35,000	35,000
Tax Fees	—	—
All Other Fees	—	—
Total Fees	$1,192,800	$890,300


Name	Age	Position
Vlad Coric, M.D.	53	Chief Executive Officer and Chairman
Matthew Buten	62	Chief Financial Officer
Kimberly Gentile	56	Senior Vice President of Clinical Operations
Bruce Car	61	Chief Scientific Officer


Name of Beneficial Owner	Title of Class	Number of Shares Beneficially Owned	Percentage of Class Beneficially Owned
Principal Shareholders

Janus Henderson Group plc(1)	Common Shares	5,901,343	7.2%
BlackRock, Inc.(2)	Common Shares	5,762,738	7.1%
Suvretta Capital Management, LLC(3)	Common Shares	4,572,836	5.6%
Named Executive Officers and Directors:	Common Shares
Vlad Coric, M.D.(4)	Common Shares	3,616,968	4.4%
Matthew Buten(5)	Common Shares	384,772	0.5%
Kim Gentile(6)	Common Shares	289,720	0.4%
Bruce Car(7)	Common Shares	195,392	0.2%
John Childs(8)	Common Shares	6,274,526	7.7%
Julia Gregory(9)	Common Shares	141,071	0.2%
Robert Hugin(10)	Common Shares	128,365	0.2%
Gregory H. Bailey, M.D.(11)	Common Shares	1,641,194	2.0%
Michael Heffernan(12)	Common Shares	130,584	0.2%
Kishan Mehta(13)	Common Shares	138,068	0.2%
Irina Antonijevic(14)	Common Shares	106,941	0.1%
All current directors and executive officers as a group (11 persons)	Common Shares	13,047,601	16.0%


NEO			Principal Position and Title
Vlad Coric, M.D.			Chief Executive Officer and Chairman of the Board of Directors
Matthew Buten			Chief Financial Officer
Kimberly Gentile			Senior Vice President, Clinical Operations
Bruce Car			Chief Scientific Officer


GUIDING PRINCIPLES


Attract and motivate high-quality executives			▪Differentiate compensation by individual, reflecting his or her role, experience, performance and expected contributions.
Pay for performance			▪Our program includes short-term and long-term performance-based elements that help align the interest of our executive officers with those of the Company's shareholders. ▪Total compensation is expected to vary each year and over the long term to reflect our strategic objectives and performance.
Reinforce long-term view of Company performance			▪A significant portion of incentive compensation is share-based and long-term in focus. ▪Maintain an Insider Trading and Window Period Policy, which contains a prohibition on hedging and short sales of Company shares.
Strong governance practices			▪Retain an independent compensation consultant to advise the compensation committee.


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


▪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


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


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


Name	2023 Annual Base Salary ($)	Increase from 2022
Vlad Coric, M.D.	$840,000	5.0%
Matthew Buten	$551,250	5.0%
Kimberly Gentile	$470,487	5.0%
Bruce Car	$489,850	1.0%


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


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%


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


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


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


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


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


	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


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


					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)


	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


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


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)


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


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights (2)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column 1)(1)
Equity compensation plans approved by security holders	11,379,429	$11.48	1,090,383
Equity compensation plans not approved by security holders	—	—	—
Total	11,379,429	$11.48	1,090,383


Date of Grant	Number of Common Shares Underlying Options (#)	Exercise Price per Share ($)	Vesting Schedule
November 2, 2024	2,025	29.49	Four installments on each of November 2, 2023, 2024, 2025, and 2026, subject to Ms. VanTyne's continuing service through each vesting date.

SEC Form DEF 14A filed by Biohaven Ltd.