John Childs

About John W. Childs

Independent director of Biohaven Ltd. (BHVN); age 83; director since September 2022 (and director of Former Parent since January 2014). Chairman of J.W. Childs Associates, a private equity and special situations firm; prior senior roles at Thomas H. Lee Company (1987–1995) and Prudential Insurance Company of America. Education: B.A. Yale University; M.B.A. Columbia University. Tenure on BHVN board: since the 2022 spin-off; affirmed independent under NYSE rules.

Past Roles

External Roles

Board Governance

• Independence: Board affirmed Mr. Childs is an “independent director” under NYSE rules.
• Committee memberships: Audit Committee (member) and Compensation Committee (member). Audit Chair: Julia P. Gregory; Compensation Chair: Michael T. Heffernan.
• Financial expertise: Board determined Mr. Childs qualifies as an “audit committee financial expert.”
• Attendance: Board met 4 times in FY2024; each director attended ≥75% of aggregate Board/committee meetings; all directors attended the 2024 AGM. Independent directors met in executive session at each in-person meeting; Lead Independent Director presided.
• Board leadership: CEO serves as Chair; separate Lead Independent Director coordinates independent director activities.

Fixed Compensation (Director)

Performance Compensation (Director Equity)

Option holdings (as of Dec 31, 2024):

• 125,000 options: 93,750 vested; remaining vest Oct 3, 2025.
• 52,906 options: fully vested.
• 16,592 options: vest by earlier of Apr 30, 2025 or 2025 AGM.

Policy mechanics:

• Annual director retainer plus committee fees; annual option grants with 10-year term and exercise price at fair market value; initial director grants vest 25% on grant and 25% annually for three years.

Other Directorships & Interlocks

• Compensation Committee interlocks: Disclosure states no relationships requiring related party transaction disclosure for current compensation committee members in FY2024.

Expertise & Qualifications

• Private equity leadership with significant transaction experience; prior leadership in capital markets and leveraged buyouts.
• Audit committee financial expert designation; financial literacy for audit oversight.
• Strategic investing and life sciences exposure beneficial to BHVN’s capital allocation and partnership evaluation.

Equity Ownership

Director stock ownership guidelines and compliance:

• Non-employee directors required to hold not less than $1,000,000 in equity value; all directors in compliance as of Jan 1, 2025.

Hedging/pledging policy:

• Hedging prohibited; margin accounts and pledges permitted under policy and applicable law. Monitor for pledging disclosures (none specifically disclosed for Mr. Childs).

Related-Party Exposure and Conflicts

• Pyramid Biosciences acquisition (Jan 2024): Board approved; both Dr. Vlad Coric and Mr. Childs abstained. Upfront payment of $10,000,000 in BHVN common shares; Mr. Childs received 48,505 BHVN shares (valued ~$2,282,645) for his prior Pyramid holdings. Subsequent $5,000,000 milestone paid Mar 8, 2024; Mr. Childs received 19,412 BHVN shares (valued ~$1,125,314). Success-based milestones up to $80,000,000 remain (mix of cash/shares per terms).
  • Governance handling: Abstentions mitigate conflict risk; continued milestone exposure should be monitored for future issuance and voting implications.

Governance Assessment

• Strengths

  • Independence affirmed; dual service on Audit and Compensation committees, with designation as an audit committee financial expert—supports Board effectiveness in financial oversight and pay governance.
  • Attendance at ≥75% of Board/committee meetings and participation in executive sessions indicates engagement.
  • Strong ownership alignment: 6.5% beneficial stake via trusts/options; meets director ownership guidelines—positive “skin-in-the-game” signal.
  • Director pay mix favors long-term equity through options; fair market strike with one-year vest cadence supports alignment rather than guaranteed cash.

• Watch items / RED FLAGS

  • Related-party transaction exposure via Pyramid Biosciences: while Mr. Childs abstained, continued milestone equity issuance presents potential perceived conflicts; monitor disclosures and committee deliberations for transactions involving entities where Mr. Childs has interests.
  • Company trading policy permits margin and pledging of company stock (though hedging is prohibited); pledging can weaken alignment if collateralized—verify future proxy disclosures for any pledging by Mr. Childs.
  • Concentrated ownership (6.5%) combined with Compensation Committee membership warrants ongoing oversight of pay decisions to ensure arm’s-length governance and robust use of independent consultants.

• Overall implication

  • Mr. Childs brings deep financial and transaction expertise and is active on key oversight committees; his large aligned stake is a confidence signal. The Pyramid-related issuances require continued monitoring, but abstention and transparent disclosure mitigate immediate concerns.

Appendix: Director Compensation Table (Company disclosure)

Appendix: Board Committee Roster (FY2024)