Kimberly Gentile
BiohavenAbout Kimberly Gentile
Kimberly (Kim) Gentile, age 59, is Senior Vice President, Clinical Operations at Biohaven (BHVN). She has served as SVP Clinical Operations since February 2014 at the Former Parent and continues in the role at BHVN post-2022 separation; she holds a B.S. in Psychology from Salem State University . Biohaven is an R&D-stage company without revenue, so financial performance is evaluated primarily via TSR and pipeline progress; since the October 3, 2022 separation, cumulative TSR (value of $100) was $198.29 for 2022, $611.43 for 2023, and $533.57 for 2024, while net income remained negative given the investment phase .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Biohaven Pharmaceutical Holding Company Ltd. (Former Parent) | SVP, Clinical Operations | Feb 2014 – Oct 2022 (then continued at BHVN) | Led clinical operations across programs prior to and after spin-off |
| Bristol-Myers Squibb | Associate Director, Project Manager, Global Clinical Operations | 2000 – Feb 2014 | Global clinical operations/project management in large pharma |
| SCIREX Corporation | Senior Clinical Trial Manager | 1996 – Jun 2000 | Clinical trial management in CRO setting |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $470,487 | $489,306 |
| Target Bonus (% of Salary) | Not disclosed for 2023 | 45% |
| Actual Bonus ($) | $370,509 | $385,329 (75% above target → 175% payout) |
Notes:
- 2024 base salaries reflect alignment to ~50th percentile of peer group after “extraordinary” 2023 performance and 640% market cap increase since separation .
Performance Compensation
Annual Cash Incentive
| Metric | Weighting | Target | Actual | Payout | Basis |
|---|---|---|---|---|---|
| Annual cash bonus (2024) | Not disclosed | 45% of base salary | $385,329 | 175% of target (75% above target) | Discretionary merit-based; considered company performance and stock/valuation vs XBI and S&P |
Long-Term Incentives – Grants and Vesting
| Award Type | Grant Date | Quantity | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock Options | Nov 2, 2023 | 78,750 | $29.49 | 25% at grant; remaining in equal tranches on Nov 2, 2025 and 2026 | Nov 2, 2033 |
| Stock Options | Jan 2, 2024 | 96,250 | $41.93 | 25% at grant; remaining in equal tranches on Jan 2, 2025, 2026, 2027 | Jan 2, 2034 |
| Stock Options (Spin awards) | Oct 3, 2022 | 300,000 (225,000 ex., 75,000 unex.) | $7.00 | Unvested tranche vests Oct 3, 2025 | Oct 3, 2032 |
| Stock Options (2024 performance) | Jan 5, 2025 | 91,000 | FMV on grant date | 25% at grant; 25% on each of 1st–3rd anniversaries | Not disclosed |
| RSUs (2024 performance) | Jan 5, 2025 | 15,000 | n/a | 25% at grant; 25% on each of 1st–3rd anniversaries | n/a |
Notes:
- Equity mix for 2024 performance was ~75% options and ~25% RSUs for NEOs, to emphasize stock price alignment .
- All options are granted at or above FMV on grant date .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 433,015 shares (0.4% of outstanding) as of Mar 10, 2025 |
| Breakdown | 97,763 shares held directly; 335,252 options vested and exercisable within 60 days |
| Outstanding Awards (12/31/24) | 39,376 ex./39,374 unex. @ $29.49 (exp. 11/2/2033); 225,000 ex./75,000 unex. @ $7.00 (exp. 10/3/2032); 24,063 ex./72,187 unex. @ $41.93 (exp. 1/2/2034) |
| Ownership Guidelines | Other executive officers must hold equity ≥ 1x (annual base salary + cash bonus); all executives were in compliance as of Jan 1, 2025 |
| Hedging/Pledging | Hedging/short sales prohibited; margin accounts and pledging permitted if compliant with policy and law (potential red flag category) |
| Insider Trading Activity (2024) | Company reports no option exercises or RSU vesting by NEOs in 2024 |
Vesting cadence and near-term supply indicators:
- 2024 grants continue vesting on Jan 2, 2025/2026/2027 (options) .
- 2025 grants vest 25% immediately on Jan 5, 2025, with annual tranches through 2028 (options and RSUs) .
Employment Terms
| Provision | Terms (Kimberly Gentile) |
|---|---|
| Employment Agreement | Employment “at-will”; agreement with Biohaven Pharmaceuticals, Inc. |
| Severance (Pre-CIC) | 6 months of base salary upon termination without Cause or resignation for Good Reason, subject to release |
| Severance (CIC) | Same cash severance; no enhanced multiple for CIC in her agreement |
| Non-Compete / Non-Solicit | 1-year post-termination non-compete and non-solicit |
| Change-in-Control (Plan) | Under 2022 Plan, outstanding awards fully vest at target on change in control unless committee decides otherwise |
| Clawback | NYSE-compliant incentive compensation recovery policy effective Aug 8, 2023 |
| Hedging Policy | Hedging, short sales, and derivative speculation prohibited |
Potential payments (as of Dec 31, 2024; assumes $37.35 share price per proxy methodology):
- Change in Control (no termination): Equity acceleration value $2,585,730 .
- Qualifying Termination pre-CIC: Cash severance $244,653; no equity acceleration .
- Qualifying CIC Termination: Cash severance $244,653 plus equity acceleration $2,585,730 .
- Death/Disability: No amounts disclosed for cash/equity .
Compensation Structure Analysis
| Component | 2023 | 2024 | Observations |
|---|---|---|---|
| Salary ($) | $470,487 | $489,306 | ~4% increase aligned to 50th percentile philosophy |
| Bonus ($) | $370,509 | $385,329 (175% of target) | Elevated merit-based payout reflecting performance vs peers/benchmarks |
| Option Awards ($) | $1,701,221 | $2,945,471 | Higher equity intensity year-over-year |
| Total ($) | $2,559,873 | $3,838,971 | Pay mix remains equity-heavy, aligned with long-term TSR focus |
Peer group and governance:
- Independent consultant Aon advises the Compensation Committee; 2024 peer set includes biotech peers (e.g., Karuna, Vir, Xenon, Arvinas) to benchmark competitiveness .
- No tax gross-ups; no option repricing; stock ownership guidelines and clawback in place .
Investment Implications
- Alignment and skin-in-the-game: Gentile beneficially owns 0.4% of BHVN with 335,252 options currently exercisable; executives are in compliance with ownership guidelines requiring 1x salary+bonus—supportive of alignment .
- Retention and CIC dynamics: Pre-CIC severance is modest (6 months base), but equity fully accelerates on CIC under the 2022 Plan, creating meaningful value ($2.59M at 12/31/24 pricing) that can both retain through a transaction and create post-deal overhang risk if monetized .
- Selling pressure signals: No NEO option exercises or RSU vesting occurred in 2024, but multiple tranches vest in 2025 (Jan 2 and Jan 5) across options and RSUs, potentially increasing tradable float; hedging is prohibited, but pledging is permitted under policy, warranting monitoring for any disclosed pledges (none disclosed for Gentile) .
- Pay-for-performance: 2024 bonus paid at 175% of target with emphasis on strategic execution and stock performance vs XBI/S&P; LTI mix (75% options) ties value realization to long-term share appreciation, consistent with biotech norms where financial metrics (revenue/EBITDA) are not yet applicable .