Bruce Car
BiohavenAbout Bruce Car
Bruce Car, Ph.D., age 63, is Biohaven’s Chief Scientific Officer (since August 1, 2022), with prior leadership across discovery and translational medicine at Bristol-Myers Squibb and as CSO at Agios Pharmaceuticals; he holds a Veterinary Medicine degree (University of Melbourne, 1983) and a Ph.D. (Cornell, 1989), with postdoctoral work in immunology and inflammation in Switzerland and specialty certifications in anatomic and clinical pathology . During his tenure post-Spin-Off, company TSR rose from a $100 base on 10/3/2022 to $533.57 as of 12/31/2024 (+433.6%), while Biohaven remained an R&D-stage company without revenue and reported net losses of $846M (2024), $408M (2023), and $570M (2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agios Pharmaceuticals | Chief Scientific Officer | Jan 2020 – Aug 2022 | Shifted research from oncology toward genetically defined diseases; drove portfolio focus and R&D strategy . |
| Bristol-Myers Squibb (and legacy companies) | Multiple leadership roles incl. first Head of Translational Medicine (2017); interim Head of Drug Discovery | 25 years (left prior to Jan 2020) | Advanced ~250 internally discovered candidates and >18 drug registrations; built 300+ person Translational Medicine team spanning biomarkers, data science, and pharmaco-diagnostics . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $121,250 | $489,850 | $515,567 |
| Annual Base Salary (policy table) | — | — | $515,567 |
| All Other Compensation (401k + life insurance) | $1,787 | $7,420 | $22,919 |
| Company 401(k) Match (subset of above) | — | — | $13,800 |
Performance Compensation
Annual Cash Bonus
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target Bonus % of Salary | — | — | 50% |
| Actual Annual Cash Bonus ($) | $160,100 | $385,757 | $451,121 |
| 2024 Payout vs Target | — | — | 75% above target |
- Notes: The company emphasizes discretionary, merit-based bonuses against strategic/operational goals; specific quantitative performance metric weights were not itemized in the proxy .
Equity Awards Granted for 2024 Performance (granted Jan 5, 2025)
| Award | Quantity | Grant Date Fair Value | Vesting |
|---|---|---|---|
| Stock Options | 112,000 | $3,232,667 | 25% at grant; 25% on each 1st, 2nd, 3rd anniversary, subject to service |
| RSUs | 17,000 | $734,160 | 25% at grant; 25% on each 1st, 2nd, 3rd anniversary, subject to service |
| Total Grant Date Value | — | $3,966,827 | — |
Equity Awards Granted for 2023 Performance
| Grant Date | Award | Quantity | Exercise Price | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Nov 2, 2023 | Options | 78,750 | $29.49 | $1,702,221 | 25% at grant; then annual 25% on 1st–3rd anniversaries |
| Jan 2, 2024 | Options | 96,250 | $41.93 | $2,945,471 | 25% at grant; then annual 25% on 1st–3rd anniversaries |
| Total | Options | 175,000 | — | $4,647,692 | — |
Outstanding Equity and Vesting Schedules (as of 12/31/2024)
| Grant | Exercisable | Unexercisable | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Options (Nov 2, 2023) | 19,688 | 19,688 | $29.49 | 11/2/2033 | Unvested 50% vests on 11/2/2025 and 11/2/2026 |
| Options (Oct 3, 2022) | 150,000 | 150,000 | $7.00 | 10/3/2032 | Remaining unvested vests 10/3/2025 |
| Options (Jan 2, 2024) | 24,063 | 72,187 | $41.93 | 01/2/2034 | Unvested tranches vest 1/2/2025, 1/2/2026, 1/2/2027 |
- No option exercises or RSU vesting occurred in 2024 for the NEOs, including Dr. Car .
Pay Summary (SEC SCT)
| Year | Salary ($) | Bonus ($) | Option Awards ($, ASC 718) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | $121,250 | $160,100 | $1,490,771 | $1,787 | $1,773,908 |
| 2023 | $489,850 | $385,757 | $1,701,221 | $7,420 | $2,584,248 |
| 2024 | $515,567 | $451,121 | $2,945,471 | $22,919 | $3,935,078 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 375,304 shares (0.4% of 102,064,999 outstanding) as of 3/10/2025 . |
| Ownership Breakdown | 4,802 common (direct); 30,000 via IRA; 340,502 options vested and exercisable within 60 days of 3/10/2025 . |
| Stock Ownership Guidelines | Executives: 1x annual base salary + cash bonus; all executives were in compliance as of Jan 1, 2025 . |
| Hedging/Pledging | Hedging and short sales prohibited; margin account transactions and pledges permitted if compliant with policy and law . |
| Clawback | NYSE-compliant policy effective Aug 8, 2023; recovers incentive comp after restatements (includes share/cash return) . |
Employment Terms
| Scenario | Cash Severance | Benefits | Equity Treatment | Notes |
|---|---|---|---|---|
| Termination without Just Cause / for Good Reason (Pre-CIC) | Salary + target bonus over 12 months; plus pro-rata target bonus for year of termination (paid on company schedule) | Health up to 12 months; life insurance 12 months | Accelerated vesting of time-based awards that would have vested in next 12 months | 1-year non-compete and non-solicit apply . |
| Termination without Just Cause / for Good Reason within 12 months of CIC | Salary + 2x target bonus over 12 months; plus pro-rata target bonus | Health up to 12 months (no continued life insurance) | Unvested time-based options/awards accelerate and remain outstanding for 12 months; performance awards per terms | 1-year non-compete and non-solicit apply . |
| Change in Control (Plan provision) | — | — | Outstanding awards fully vest at target unless otherwise determined . | Under 2022 Plan . |
Potential Payments (if event occurred on 12/31/2024):
| Scenario | Cash Severance ($) | Employee Benefits ($) | Equity-Based Awards ($) | Total ($) |
|---|---|---|---|---|
| Change in Control | — | — | $2,585,730 | $2,585,730 |
| Qualifying Termination (Pre-CIC) | $1,031,127 | $48,829 | — | $1,079,956 |
| Qualifying CIC Termination | $1,288,907 | $40,460 | $2,585,730 | $3,915,097 |
| Death or Disability | $1,031,127 | $48,829 | — | $1,079,956 |
Compensation Structure Analysis
- Cash vs. equity mix: Long-term incentives dominate; 2025 cycle introduced RSUs (~25%) alongside options (~75%) to balance retention with upside; 2023 cycle used options only .
- Discretionary bonuses: For 2024, bonuses were awarded at 75% above target across NEOs based on company and individual performance versus benchmarks (XBI, S&P), indicating significant discretion and pay-for-performance orientation without enumerated metric weights .
- Early exercise flexibility: May 2023 amendment allows pre-vesting option exercise into restricted common shares (same vesting), potentially facilitating tax planning/holding but without repricing; no NEO option exercises in 2024 .
- Governance guardrails: No tax gross-ups for CIC golden parachute taxes; hedging prohibited; option repricing prohibited; NYSE-compliant clawback policy in place .
Compensation Peer Group (used for 2024 benchmarking)
Aclaris Therapeutics; Allakos; Alpine Immune Sciences; Amylyx Pharmaceuticals; AnaptysBio; Anavex Life Sciences; Arvinas; Cerevel Therapeutics; Cogent Biosciences; DICE Therapeutics; ImmunityBio; Immunovant; Iovance Biotherapeutics; Karuna Therapeutics; Marinus Pharmaceuticals; PureTech Health; Sage Therapeutics; Ventyx Biosciences; Vera Therapeutics; Vir Biotechnology; Xencor; Xenon Pharmaceuticals .
Investment Implications
- Alignment and retention: Significant unvested and recently granted equity (options and RSUs) with multi-year vesting creates retention hooks; 2025 grants vested 25% immediately with remaining 75% over three years, and older 2022/2023 tranches continue vesting through 2027, aligning Dr. Car’s incentives with medium-term stock performance .
- Potential selling pressure: No option exercises or RSU vesting in 2024 reduce near-term selling signals; however, routine annual vesting events (e.g., Jan 2 each year for 2024 grant and Jan 2025 grants) create periodic liquidity opportunities that investors should monitor in Form 4s .
- Change-of-control economics: CIC leads to full vesting of outstanding awards under the plan, and a Qualifying CIC termination would deliver additional cash severance and accelerated equity, implying meaningful upside sensitivity to strategic transactions .
- Governance risk note: While hedging is prohibited, the policy permits pledging/margin transactions under certain conditions—typically viewed as a governance caution; no individual pledging by Dr. Car is disclosed .
- Performance context: Company TSR since the separation has been strong (+433.6% through 12/31/2024), yet Biohaven remains loss-making as an R&D company without revenue, underscoring execution risk tied to pipeline outcomes that directly influence the value of Dr. Car’s largely equity-based pay .