Irina Antonijevic
BiohavenAbout Irina Antonijevic
Irina Antonijevic, M.D., Ph.D., age 60, has served on Biohaven Ltd.’s board since September 2022 (previously on the Former Parent’s board since May 2022). She is a board-certified psychiatrist with deep neuroscience drug development experience and currently serves as Chief Medical Officer at Trace Neuroscience; prior roles include CMO and head of R&D at Triplet Therapeutics, VP Translational Medicine & Development at Wave Life Sciences, CMO at vasopharm GmbH, and Head of Early Development (MS/Neurology/Ophthalmology) at Sanofi Genzyme. She completed residency at the Max Planck Institute for Psychiatry, holds a Ph.D. from the University of Edinburgh, and obtained her venia legendi from Berlin University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Triplet Therapeutics | CMO & Head of R&D | Not disclosed | Led R&D; neurogenetics focus |
| Wave Life Sciences | VP, Translational Medicine & Development | Not disclosed | Advanced translational programs |
| vasopharm GmbH | CMO | Not disclosed | Severe traumatic brain injury program |
| Sanofi Genzyme | Head of Early Development (MS, Neurology, Ophthalmology) | Not disclosed | Early development leadership |
| Max Planck Institute for Psychiatry | Residency (Psychiatry & Neurology) | Not disclosed | Clinical training |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trace Neuroscience | Chief Medical Officer | Current | Genetic therapeutics for severe CNS disorders (ALS) |
| 4SC AG | Supervisory Board Member | Since 2012 | Not disclosed |
| Paion AG | Supervisory Board Member | 2017–early 2022 | Not disclosed |
Board Governance
- Committee assignments (2024): Nominating & Corporate Governance Committee member; committee chair is Gregory H. Bailey, M.D. .
- Independence: Determined independent under NYSE rules (one of six independent directors) .
- Attendance and engagement: Board met 4 times in 2024; each director attended ≥75% of aggregate Board/committee meetings; all directors attended the 2024 AGM .
- Board structure: CEO serves as Chair; Michael T. Heffernan is Lead Independent Director and presides over executive sessions of non-management and independent directors after each in-person meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $50,000 | Standard for all non-employee directors |
| Committee Membership Retainer (NCG) | $7,000 | Member of Nominating & Corporate Governance |
| Total Cash Fees Paid (FY2024) | $57,000 | As reported in Director Compensation Table |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Exercise Price | Vesting Schedule | Grant Date Fair Value |
|---|---|---|---|---|---|
| Stock Option (Annual grant) | Apr 30, 2024 | 16,592 | $38.80 | Vests in full on earlier of Apr 30, 2025 or 2025 AGM, subject to service | $485,933 |
| Stock Option (Board initial grant) | Sep 29, 2022 (post-Separation) | 114,000 | Not disclosed here | 25% at grant; 25% on each of next three anniversaries; 93,750 vested, remainder vests Oct 3, 2025 | Not disclosed (policy described) |
- Outstanding options at 12/31/2024: Total 183,498 (114,000 with 93,750 vested and remainder vesting 10/3/2025; 52,906 fully vested from 2023 grant; 16,592 vest by earlier of 4/30/2025 or 2025 AGM) .
- Director equity program: Annual stock options with set fair value ($485,944 target) to align with market and observe $1,000,000 annual comp cap; 10-year term; exercise price set at fair market value on grant date .
Other Directorships & Interlocks
| Company | Exchange Status | Role | Potential Interlock/Conflict |
|---|---|---|---|
| 4SC AG | Public (Germany) | Supervisory Board Member (since 2012) | None disclosed with BHVN |
| Paion AG | Public (Germany) | Supervisory Board Member (2017–early 2022) | None disclosed with BHVN |
Related-party transactions: No transactions involving Dr. Antonijevic disclosed; Biohaven’s only director-related transactions in FY2024 were tied to the Pyramid Biosciences acquisition involving CEO/Chair Coric and Director Childs, with both abstaining from Board vote .
Expertise & Qualifications
- Neuroscience drug development leadership across biopharma and biotech; clinical and translational expertise .
- Board-certified psychiatry; residency at Max Planck Institute; Ph.D. (University of Edinburgh); venia legendi (Berlin University) .
- Governance fit: Member of Nominating & Corporate Governance Committee; independent status under NYSE rules .
Equity Ownership
| Metric (as of Mar 10, 2025) | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 154,783 shares | 0.2% of outstanding |
| Direct Common Shares | 2,535 | Directly held |
| Vested Options (Exercisable ≤60 days) | 152,248 | Vested and exercisable within 60 days |
| Ownership Guidelines | ≥$1,000,000 in equity value required for non-employee directors | All directors were in compliance as of Jan 1, 2025 |
| Hedging/Pledging | Hedging and short sales prohibited; margin and pledging permitted if compliant | Company policy-level; no pledging by this director disclosed |
Governance Assessment
- Alignment: Option-heavy director pay directly ties value realization to share price appreciation; annual equity grant sized to market and capped to prevent excess; $1,000,000 ownership guideline with reported compliance supports “skin-in-the-game” .
- Independence and engagement: Independent, member of governance committee; Board maintained regular executive sessions; attendance threshold (≥75%) met; participation in the NCG committee indicates involvement in board composition and governance oversight .
- Conflicts: No related-party transactions disclosed for Antonijevic; external board roles (4SC, Paion) disclosed without identified BHVN conflicts; company maintains formal related-person transaction review policy .
- Risk indicators: Company Insider Trading Policy prohibits hedging but allows margin/pledging transactions; while no pledging disclosures are made for Antonijevic, permissive stance on pledging can be a governance risk to monitor. No director-specific legal or SEC issues identified; Section 16(a) filings reported compliant for FY2024 .
Director Compensation (YoY)
| Component | FY2023 | FY2024 |
|---|---|---|
| Cash Fees | $57,000 | $57,000 |
| Option Awards (Grant-date fair value) | $485,937 | $485,933 |
| Total | $542,937 | $542,933 |
Notes: Annual cash retainer unchanged; annual option award value effectively flat year-over-year, consistent with policy to target a set grant-date fair value for directors .
Insider Trades
- Section 16(a) compliance: The company reports all directors and officers complied with Section 16(a) filing requirements in FY2024. Individual Form 4 transaction details for Dr. Antonijevic are not disclosed in the proxy .
Related Party & Conflict Controls
- Policy: Formal related-person transaction policy with audit committee review; no Antonijevic-related transactions reported in FY2024 .
- 2024 transaction context: Pyramid Biosciences acquisition resulted in share issuances to CEO/Chair Coric and Director Childs (both abstained from the Board vote); no connection to Antonijevic .
Committee Composition & Meetings (2024)
| Committee | Members | Chair | Meetings |
|---|---|---|---|
| Audit | Gregory (Chair), Childs, Bailey | Julia P. Gregory | 4 |
| Compensation | Heffernan (Chair), Childs, Hugin | Michael T. Heffernan | 4 |
| Nominating & Corporate Governance | Bailey (Chair), Heffernan, Hugin, Antonijevic | Gregory H. Bailey, M.D. | 4 |
Executive sessions: Non-management and independent directors met at the end of each in-person board meeting, presided over by the Lead Independent Director .
Signals for Investors
- Positive signals: Independent status; NCG committee membership; equity-centric compensation; ownership guideline compliance; attendance threshold met; use of independent consultant to calibrate director pay .
- Monitor: Company-level allowance for pledging/margin transactions; continue to monitor any future external roles for potential related-person exposure; ensure ongoing attendance and engagement remain strong .