BIOHAVEN LTD (BHVN)
Sector: Health Care
2026 Annual Meeting Analysis
BIOHAVEN LTD · Meeting: April 28, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Heffernan has served as Lead Independent Director since September 2022, giving him full overlap with the 3-year underperformance period during which Biohaven's stock fell 33% while the company's own compensation peer group returned a median of +87.2% — a gap of 120 percentage points, far exceeding the 20-point trigger threshold; the 5-year relative TSR of +17.6pp above peer median does not exceed the 20pp threshold and would normally downgrade the vote to FOR, but the 5-year window begins at the company's spin-off in October 2022, so the 5-year and 3-year periods are nearly identical, making the mitigant inapplicable here.
Dr. Antonijevic has served as a director since September 2022, meaning her tenure fully overlaps with the 3-year period during which Biohaven's shares lost 33% while the compensation peer group gained a median of 87.2%, a gap of 120 percentage points well above the 20-point policy threshold for companies with negative absolute returns; because the company only began trading in October 2022, there is no meaningful 5-year track record separate from the 3-year period, so the 5-year mitigant cannot be applied.
Mr. Hugin has served as a director since September 2022 and thus bears full accountability for the period during which Biohaven's stock declined 33% against a peer group that rose a median of 87.2%, a 120-percentage-point gap that far exceeds the 20-point trigger; with the company's trading history beginning in October 2022, the 5-year period is essentially the same as the 3-year period and offers no independent basis to apply the longer-track-record mitigant.
For Analysis
All three nominees for director are voted AGAINST due to severe stock price underperformance relative to Biohaven's own compensation peer group. Over the past three years, Biohaven's shares fell 33% while the median peer returned +87.2%, a gap of 120 percentage points — six times the 20-point policy threshold applicable to companies with negative absolute returns. All three nominees have served since the company's spin-off in September/October 2022, giving each full overlap with the underperformance period. The 5-year mitigant cannot meaningfully apply because the company has only been publicly traded since October 2022, making the 5-year and 3-year measurement windows nearly identical.
Say on Pay
✗ AGAINSTCEO
Vlad Coric, M.D.
Total Comp
$13,500,438
Prior Support
N/A
The CEO received total compensation of $13.5 million in 2025 — a level that is difficult to justify for a $1.4 billion market cap biotech company whose stock fell 68% in the past year and 33% over three years while its own peer group returned a median of +87.2% over the same period, a gap of 120 percentage points. While the compensation committee did reduce cash bonuses below target in recognition of the FDA rejection of the spinocerebellar ataxia application, the equity grants awarded in January 2025 (for 2024 performance) were made at a $38.64 exercise price — more than four times the current stock price of $9.53 — meaning shareholders suffered enormous losses while executives still received large reported compensation values. The incentive pay structure has not meaningfully aligned executive outcomes with shareholder experience, satisfying the policy's pay-for-performance misalignment trigger for an above-benchmark variable pay package delivered against severe peer underperformance.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
4 yrs
Audit Fees
$1,581,000
Non-Audit Fees
$42,000
Ernst & Young LLP has audited Biohaven since the company's formation in May 2022 (approximately 4 years), well below the 25-year tenure threshold; non-audit fees of $42,000 represent only about 2.7% of audit fees of $1,581,000, far below the 50% threshold that would raise independence concerns; EY is a Big 4 firm appropriate for a $1.4 billion market cap company.
Overall Assessment
This ballot contains three proposals: director elections, auditor ratification, and a Say-on-Pay vote. The auditor ratification earns a FOR vote as Ernst & Young is a Big 4 firm with short tenure and a very low non-audit fee ratio. However, all three director nominees and the Say-on-Pay proposal receive AGAINST votes driven by the same underlying concern — Biohaven's stock has lost 33% over three years while its own compensation peer group gained a median of 87%, a 120-percentage-point gap that represents one of the most severe underperformance records relative to peers in the biotech sector, and the executive compensation program has not adequately tied pay outcomes to this shareholder experience.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing