bhvn-20250318

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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BIOHAVEN LTD.

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To Our Shareholders,

Scientific innovation continues to flourish beyond our wildest expectations and our broad pipeline, across multiple therapeutic areas, has the potential to advance potential paradigm-shifting medicines for patients. Patients and their families deserve the best treatments to allow healthy living, not just the absence of disease. We believe our patient-first attitude and working with the urgency of Days Matter keeps our priorities aligned with the best interests of investors. I’m proud to highlight some of the ways in which Biohaven is blazing new trails across our portfolio of more than 10 assets across 6 therapeutic areas:

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. Our work in troriluzole straddles two very different indications – spinocerebellar ataxia (SCA) – a rare disease impacting roughly 15,000 US patients, and obsessive-compulsive disorder (OCD) – a devastatingly common disease impacting over 3 million patients – and yet the unmet need among both is dire. There are currently no approved therapies for SCA patients who are suffering irreversible functional decline including impairments in coordination and balance leading to falls, loss of ambulation, and difficulties with vision, speech and swallowing; whereas OCD patients are still undergoing invasive ablative neurosurgeries and deep brain stimulation in the absence of other more suitable approved mechanistic approaches.

After 8+ years of conducting clinical research and developing extensive collaborations with SCA patients, advocacy groups, clinical experts, and countless related constituents, we received the exciting news that the FDA has accepted and granted Priority Review to our troriluzole NDA filing in all SCA genotypes - a penultimate step in advance of potential approval - and an exciting beacon of hope for patients, physicians, and caregivers across the nation.

Next steps: We are preparing for commercial launch in SCA, as we await final decision from the FDA in 3Q 2025. Additionally, topline data from two Phase 3 OCD trials are expected in 1H 2025 and 2H 2025, respectively.

+ +

Inflammation and Immunology Platform: Extracellular Degraders Initially Targeting IgG, IgA, and β1-AR Degradation (BHV-1300/1310, BHV-1400, BHV-1600)

Where precision oncology has transformed the trajectory of cancer diagnoses, we believe we are ushering in a new era of true precision immunology with our extracellular protein degrader program. This is a first-of-its-kind technology that came to us from the Spiegel Lab at Yale University; it started with the simple idea that you can redirect extracellular disease-causing proteins to your liver to be degraded and removed, while leaving other aspects of your immune system intact. Our first-generation MoDE™ (Molecular Degraders of Extracellular Proteins) platform initially targets the IgG-mediated Graves’ disease, one of the most common autoimmune diseases, affecting 80 million individuals globally. Our second-generation TRAP™ (Targeted Removal of Aberrant Proteins) degraders act like smart bombs specifically targeting disease-causing proteins or antibodies for removal from the body to alleviate underlying disease without immunosuppressing patients. With the TRAP platform, we have identified and generated multiple new investigational agents that are rapidly advancing into the clinic, initially targeting IgA and β1-AR autoantibodies to treat both common and rare autoimmune diseases such as IgA nephropathy, peripartum cardiomyopathy (PPCM), IgA vasculitis, and dilated cardiomyopathy, to name a few. Additional targeted INDs target Anti-Proinsulin AAb, IgG4-mediated disease, and PLA2r AAb membranous nephropathy.

Earlier in 2024, we clinically demonstrated deep and robust lowering of IgG without negatively impacting the immune system. And at the start of 2025, we announced first-in-human dosing with BHV-1400, our next generation TRAP degrader, achieving rapid, deep, and selective lowering of only aberrant galactose-deficient IgA1 (Gd-IgA1), the antibody causing IgA nephropathy, while sparing normal IgA. The first and lowest dose tested (125mg) of BHV-1400 in the ongoing Phase 1 achieved rapid lowering of Gd-IgA1 with a median reduction of 60% within four hours of administration after a single dose. Maximal reduction exceeding 70% was observed within eight hours. This is a potentially precedent-changing approach to treating IgA nephropathy distinct from B cell- or complement-targeting approaches – where BHV-1400 plucks out the aberrant Gd-IgA1 without negatively impacting other immune components.

Similarly, first-in-human dosing with BHV-1600, a TRAP degrader of β1AR autoantibodies, was initiated and has been well-tolerated to date without causing clinically relevant changes in innate or adaptive immunity. Following an FDA INTERACT meeting, we are aligned to potentially pursue an accelerated approval pathway in PPCM.

With so many advancements flourishing across our degrader platform, we look forward to inaugurating a new age of immune-modulating treatment – one that can unlock the potential of treating the pathogenesis of disease with precision to restore healthy homeostasis.

Next steps: With respect to IgG MoDE Degraders (1300/1310), our BHV-1300 Phase 1 is completing testing with an optimized subcutaneous formulation and we expect to finish the study in 1H 2025; additionally, a BHV-1310 first-in-human study is anticipated to initiate in 2025. A Phase 2 study in Graves' Disease is expected to initiate mid-2025. Further, Phase 1 trials with BHV-1400 and BHV-1600 are expected to be completed in 1H 2025. Finally, four molecules advance toward development candidates in 2025 including an IgG4 degrader, a PLA2R autoantibody degrader, an insulin autoantibody degrader, and a TSH receptor autoantibody degrader.

+ +

Inflammation and Immunology TYK2/JAK1 Platform: Our second immune modulating platform is BHV-8000, our oral, brain-penetrant, selective TYK2/JAK1 inhibitor with broad potential to address some of the most intractable neuroinflammatory and neurodegenerative disorders. In our Phase 1 SAD/MAD study in healthy participants, BHV-8000 was generally safe and well-tolerated while producing significant reductions in inflammatory biomarkers relative to placebo. Target indications for BHV-8000 include Parkinson's disease (PD), Alzheimer's disease (AD), prevention of amyloid-related imaging abnormalities (ARIA), and multiple sclerosis (MS). In 2024, Biohaven completed interactions with FDA enabling registrational programs for PD and the prevention of ARIA.

Next steps: We plan to initiate a BHV-8000 Phase 2/3 study in PD in 1H 2025 and will advance AD, MS and ARIA programs in late 2025.

+ +

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

This platform is yet another example of how Biohaven is pursuing a novel approach to address some of the more intractable neurological and neuropsychiatric indications to help patients reclaim their lives. After previously demonstrating CNS target engagement and differentiated tolerability with BHV-7000, our novel and selective activator of Kv7.2/Kv7.3, we rapidly advanced into registrational studies in focal epilepsy, generalized epilepsy, and mood disorders. We continue to be excited about the potential to treat these illnesses without triggering burdensome CNS side effects observed with other non-selective agents in this class.

Separately, progress continues with BHV-2100, our oral, selective TRPM3 antagonist offering a novel, non-addictive treatment for migraine and neuropathic pain. Based on favorable pharmacokinetic and safety data from the Phase 1 studies in healthy subjects, a Phase 1b laser-evoked hyperalgesia trial was performed and a proof-of-concept in the acute treatment of migraine is ongoing. Preliminary data from the laser-evoked hyperalgesia study demonstrated that BHV-2100 reduced laser heat-induced pain and brain evoked potentials in healthy volunteers.

Next steps: Pivotal major depressive disorder topline results are expected in 2H 2025, while focal epilepsy study topline results are expected in 1H 2026. Separately, data from the laser-evoked potential study and proof-of-concept migraine study are expected in 1H 2025.

+ +

Myostatin Platform: Taldefgrobep Alfa (BHV-2000)

Our enthusiasm for our muscle-enhancing approach with BHV-2000, a novel myostatin inhibitor optimized to block both myostatin and activin A signaling (two key regulators of muscle and fat metabolism), has gained substantial momentum after we shared early findings from our Phase 3 study in spinal muscular atrophy (SMA). Though the overall primary endpoint of the study was not met, analyses of prespecified subgroups by race and ethnicity demonstrated that the largest study population (87% Caucasian; n=180) showed clinically meaningful improvements on the MFM-32 at all timepoints, including Week 48, compared to the corresponding placebo+SOC group (p < 0.05). Importantly, robust target engagement (myostatin reduction) and beneficial impacts on body composition parameters (fat mass, lean muscle mass, and bone density) were noted, offering a potential paradigm shift in the treatment of obesity with opportunity to improve quality of weight loss, lowering total body weight by specifically reducing fat mass, while also preserving or increasing lean muscle mass. This data was supported by prior observations from preclinical models and in Phase 1 studies, where 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: An FDA meeting to discuss the SMA registrational path is expected in 2025; we also look forward to initiating a taldefgrobep Phase 2 study in obesity in 1H 2025.

+ +

Oncology Platform: TROP2 directed ADC (BHV-1510), FGFR directed ADC (BHV-1530); CD30 next-gen brentuximab ADC (BHV-1500)

We continue to vigorously follow the science to break new ground in innovation, and our ADC work stems from the exciting bispecific optimization we conducted with our degrader platform. The same Spiegel lab at Yale that devised our degrader technology delivered the technology we use to modify and enhance our ADCs. We all have witnessed how ADCs have transformed the cancer landscape, offering vastly improved safety and efficacy for patients from standard systemic chemotherapy. And we believe the next step for optimizing ADCs is focusing on three specific components: the antibody, the linker, and the payload. To that end, we recently announced collaborations with GeneQuantum and Merus and now, together with our own technology, we have an aspect of novelty around all three of these areas. Our GeneQuantum collaboration provides broad target exclusivity to the TopoIx payload allowing us to unlock 18 oncology targets. Similarly, our deal with Merus enables us to access their dual targeting antibody technology, enhancing and incorporating that into our own payload.

And finally, we have our novel and highly stable linker-payload – and we will optimize all three of these components to make the best next-generation ADCs.

Next steps: We intend to report interim Phase 1 data with BHV-1510 and will continue dose optimization as monotherapy and combination therapy with Libtayo® in epithelial tumors in 2025. We also look forward to initiating a Phase 1 trial of BHV-1530 in 1H 2025. Finally, we are excited to advance the Merus collaboration ADCs (undisclosed targets) and TopoIx ADCs in 2025.

***

Investors have many options to allocate their capital to seek a healthy return; but there are few industries that offer the potential to transform lives and alleviate suffering while also seeking to fulfill investor expectations. It is a privilege to work to advance science and pursue the development of transformative medicines to treat disease. I can’t think of many examples of healthcare companies with our lean, focused size, pursuing such an innovative, yet rigorous, data-driven approach, who possess a broad portfolio addressing such a profound and diverse array of indications. We are so proud of what we have accomplished, and still there is so much work to be done as we continue to innovate and deliver results in this incredible biopharma ecosystem. Thank you for trusting and supporting us to fulfill our patient-driven mission. The future looks bright for our patients, our shareholders, and our global stakeholders, and we can’t wait to deliver more encouraging outcomes across our portfolio in 2025 and beyond.

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 May 5, 2025 at 10:00 a.m. local time at the Rosewood Little Dix Bay, Lee Road, Virgin Gorda, British Virgin Islands VG 1150. 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, 2025


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) AND 1(B )			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 COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS			19
EXECUTIVE OFFICERS			20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			21
DELINQUENT SECTION 16(a) REPORTS			23
EXECUTIVE COMPENSATION			23
DIRECTOR COMPENSATION			44
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			47
TRANSACTIONS WITH RELATED PERSONS			48
HOUSEHOLDING OF PROXY MATERIALS			50
OTHER MATTERS			51


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		X*
John W. Childs	X	X
Julia P. Gregory	X*
Michael T. Heffernan		X*	X
Robert J. Hugin		X	X
Kishan Mehta
Number of meetings in 2024	4	4	4


	Year Ended December 31,
	2024	2023
Audit Fees(1)	$1,275,000	$1,157,800
Audit-Related Fees(2)	37,000	35,000
Tax Fees	—	—
All Other Fees	—	—
Total Fees	$1,312,000	$1,192,800


Name	Age	Position
Vlad Coric, M.D.	54	Chief Executive Officer and Chairman
Matthew Buten	64	Chief Financial Officer
Kimberly Gentile	59	Senior Vice President of Clinical Operations
Bruce Car	63	Chief Scientific Officer


Name of Beneficial Owner	Title of Class	Number of Shares Beneficially Owned	Percentage of Class Beneficially Owned
Principal Shareholders
The Vanguard Group(1)	Common Shares	7,785,909	7.6%
Janus Henderson Group plc(2)	Common Shares	6,982,425	6.8%
BlackRock, Inc.(3)	Common Shares	5,762,738	5.6%

Named Executive Officers and Directors:	Common Shares
Vlad Coric, M.D.(4)	Common Shares	4,223,574	4.1%
Matthew Buten(5)	Common Shares	531,954	0.5%
Kim Gentile(6)	Common Shares	433,015	0.4%
Bruce Car, Ph.D.(7)	Common Shares	375,304	0.4%
John Childs(8)	Common Shares	6,673,944	6.5%
Julia Gregory(9)	Common Shares	188,913	0.2%
Robert Hugin(10)	Common Shares	176,207	0.2%
Gregory H. Bailey, M.D.(11)	Common Shares	1,783,319	1.7%
Michael Heffernan(12)	Common Shares	178,426	0.2%
Kishan Mehta(13)	Common Shares	185,910	0.2%
Irina Antonijevic(14)	Common Shares	154,783	0.2%
All current directors and executive officers as a group (11 persons)	Common Shares	14,905,349	14.6%


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, Ph.D.			Chief Scientific Officer


GUIDING PRINCIPLES


Attract, retain 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 interests 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 "at risk", as it is contingent on the appreciation in value of our common stock, 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 and restricted share units ("RSUs")			× 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			× No repricing of stock options
▪Utilize an incentive compensation recovery (clawback) policy in accordance with NYSE requirements


▪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 ▪Reviewing and approving the terms of any NEO employment arrangements, severance arrangements, change in control protections and any other compensatory arrangements


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


Element			Objective
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 and RSUs 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	2024 Annual Base Salary ($)	Increase from 2023
Vlad Coric, M.D.	$885,000	5.4%
Matthew Buten	$573,300	4.0%
Kimberly Gentile	$489,306	4.0%
Bruce Car, Ph.D.	$515,567	5.2%


Name			2024 Target Annual Cash Bonus (% of Salary)
Vlad Coric, M.D.			75%
Matthew Buten			50%
Kimberly Gentile			45%
Bruce Car, Ph.D.			50%


Name	2024 Actual Annual Cash Bonus ($)	Percentage Above Target Bonus
Vlad Coric, M.D.	$1,161,563	75%
Matthew Buten	$501,638	75%
Kimberly Gentile	$385,329	75%
Bruce Car, Ph.D.	$451,121	75%


Name	Number of Options Granted	Option Grant Date Fair Value	Number of RSUs Granted	RSU Grant Date Fair Value	Total Grant Date Value
Vlad Coric, M.D.	343,000	$9,900,043	57,000	$2,202,480	$12,102,523
Matthew Buten	104,000	$3,001,762	17,000	$656,880	$3,658,642
Kimberly Gentile	91,000	$2,626,542	15,000	$579,600	$3,206,142
Bruce Car, Ph.D.	112,000	$3,232,667	17,000	$734,160	$3,966,827


Name	Stock Options Granted November 2, 2023	Grant Date Fair Value	Stock Options Granted January 2, 2024	Grant Date Fair 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, Ph.D.	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	2024	885,000	1,161,563	8,415,633	16,842	10,479,038
	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	2024	573,300	501,638	2,945,471	22,926	4,043,335
	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	2024	489,306	385,329	2,945,471	18,865	3,838,971
	2023	470,487	370,509	1,701,221	17,656	2,559,873
Bruce Car, Ph.D.
Chief Scientific Officer	2024	515,567	451,121	2,945,471	22,919	3,935,078
	2023	489,850	385,757	1,701,221	7,420	2,584,248
	2022	121,250	160,100	1,490,771	1,787	1,773,908


Name			2024 Registrant Contributions
Vlad Coric, M.D.			$13,800
Matthew Buten			$13,800
Kimberly Gentile			$13,800
Bruce Car, Ph.D.			$13,800


Name	Grant Date	All Other Option Awards: Number of Securities Underlying Options (#)(1)	Exercise Price or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(2)
Vlad Coric, M.D.	1/2/2024	275,000	$41.93	8,415,633
Matthew Buten	1/2/2024	96,250	$41.93	2,945,471
Kimberly Gentile	1/2/2024	96,250	$41.93	2,945,471
Bruce Car, Ph.D.	1/2/2024	96,250	$41.93	2,945,471


	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.	112,500	112,500 (1)	29.49	11/2/2033
	712,500	237,500 (2)	7.00	10/3/2032
	68,750	206,250(3)	41.93	01/2/2034
Matthew Buten	39,376	39,374 (1)	29.49	11/2/2033
	225,000	75,000 (2)	7.00	10/3/2032
	24,063	72,187(3)	41.93	01/2/2034
Kimberly Gentile	39,376	39,374 (1)	29.49	11/2/2033
	225,000	75,000 (2)	7.00	10/3/2032
	24,063	72,187(3)	41.93	01/2/2034
Bruce Car, Ph.D.	19,688	19,688 (1)	29.49	11/2/2033
	150,000	150,000 (2)	7.00	10/3/2032
	24,063	72,187(3)	41.93	01/2/2034


NEO	Cash Severance ($)		Employee Benefits ($)		Equity-Based Awards($)(1)		Total ($)
Vlad Coric, M.D.
Change in Control	—		—		8,092,375	(6)	8,092,375
Qualifying Termination (Pre-CIC)	1,456,250	(2)	54,145	(5)	8,092,375	(7)	9,602,770
Qualifying CIC Termination	2,673,125	(3)	64,974	(5)	8,092,375	(6)(7)	10,830,474
Death or Disability	1,456,250	(4)	54,145	(5)	8,092,375	(7)	9,602,770
Matthew Buten
Change in Control	—		—		2,585,730	(6)	2,585,730
Qualifying Termination (Pre-CIC)	1,926,575	(8)	77,538	(5)	2,585,730	(7)	4,589,843
Qualifying CIC Termination	2,213,225	(8)	64,974	(5)	2,585,730	(6)(7)	4,863,929
Death or Disability	1,926,575	(9)	77,538	(5)	2,585,730	(7)	4,589,843
Kimberly Gentile
Change in Control	—		—		2,585,730	(6)	2,585,730
Qualifying Termination (Pre-CIC)	244,653	(10)	—		—		244,653
Qualifying CIC Termination	244,653	(10)	—		2,585,730	(6)(7)	2,830,383
Death or Disability	—		—		—		—
Bruce Car, Ph.D.
Change in Control	—		—		2,585,730	(6)	2,585,730
Qualifying Termination (Pre-CIC)	1,031,127	(11)	48,829	(5)	—		1,079,956
Qualifying CIC Termination	1,288,907	(12)	40,460	(5)	2,585,730	(6)	3,915,097
Death or Disability	1,031,127	(13)	48,829	(5)	—		1,079,956


					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)
2024	$10,479,038	$9,847,186	$3,939,128	$3,731,890	533.57	112.60	(846)
2023	$6,819,189	$22,153,967	$2,633,253	$7,527,058	611.43	111.67	(408)
2022	$5,971,479	$9,969,149	$1,905,190	$3,167,612	198.29	103.78	(570)


Name	Fees Earned or Paid in Cash ($)	Option Awards ($)(1)(2)(3)	Total ($)
Irina Antonijevic	57,000	485,933	542,933
Gregory H. Bailey, M.D.	60,000	485,933	545,933
John W. Childs	70,000	485,933	555,933
Julia P. Gregory	82,000	485,933	567,933
Michael T. Heffernan	112,000	485,933	597,933
Robert J. Hugin	77,000	485,933	562,933
Kishan Mehta	50,000	485,933	535,933


Name			Option Awards
Irina Antonijevic			183,498(i)
Michael T. Heffernan			194,498(ii)
Gregory H. Bailey, M.D.			194,498(ii)
Robert J. Hugin			194,498(ii)
John W. Childs			194,498(ii)
Julia Gregory			194,498(ii)
Kishan Mehta			194,498(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	13,058,305	$17.46	2,353,576
Equity compensation plans not approved by security holders	—	—	—
Total	13,058,305	$17.46	2,353,576


Date of Grant	Number of Common Shares Underlying Options (#)	Exercise Price per Share ($)	Vesting Schedule
January 2, 2024	2,475	41.93	Four installments on each of January 2, 2024, 2025, 2026, and 2027, subject to Ms. VanTyne's continuing service through each vesting date.

SEC Form DEF 14A filed by Biohaven Ltd.