Kishan Mehta

About Kishan Mehta

Kishan Mehta, age 39, has served on Biohaven Ltd.’s Board since September 2022 (and previously on the former parent’s board since June 2021). He is Chief Investment Officer for the Averill and Averill Madison strategies at Suvretta Capital and has >10 years of healthcare investing experience; he is up for election to a new three-year term ending 2028. The Board’s 2025 proxy identifies six of eight directors as NYSE “independent” and does not include Mehta in that group, indicating he is not classified as independent by the company.

Past Roles

External Roles

Board Governance

• Classification: Board is classified into three classes; Mehta’s class expires 2025, with proposed re‑election through 2028.
• Independence: Board affirmed six independent directors (Bailey, Childs, Gregory, Hugin, Antonijevic, Heffernan); Mehta is not listed, indicating non‑independent status.
• Committee memberships: Mehta is not shown as a member of Audit, Compensation, or Nominating & Corporate Governance committees for 2024.
• Attendance: Board met 4 times in FY2024; each Board member attended ≥75% of Board/committee meetings for which they served; all directors attended the 2024 AGM. Executive sessions of non‑management and independent directors occurred at each in‑person Board meeting, led by the Lead Independent Director.
• Lead Independent Director: Responsibilities include agendas, executive sessions, liaison with CEO, and shareholder communication, enhancing oversight.

Fixed Compensation

• Cash Retainers (unchanged from prior year): Board member $50,000; Committee membership—Audit $10,000, Compensation $10,000, Nominating $7,000; Committee chairs—Audit $25,000, Compensation $20,000, Nominating $10,000. Non‑executive Chair adds $35,000.
• 2024 Actual Fees (Mehta): $50,000 cash; no committee fees noted; total cash $50,000.

Performance Compensation

• Annual Equity Structure (Directors): Annual option grant at each AGM with aggregate grant date fair value $485,944; ten‑year term; options vest in full by the next AGM or first anniversary. Initial post‑separation director options granted (125,000) vest 25% at grant and 25% annually over three years.
• 2024 Grants (Mehta): On April 30, 2024, option to purchase 16,592 shares at $38.80; grant date fair value $485,933; vests in full on earlier of April 30, 2025 or 2025 AGM.

Other Directorships & Interlocks

• No related‑party transactions disclosed involving Mehta; the company’s related‑person transaction policy requires Audit Committee review of any >$120,000 transactions with directors/executives/5% holders. 2024/2025 proxy lists a Pyramid Biosciences acquisition where CEO Coric and Director Childs received BHVN shares; Mehta is not named in that transaction.
• Network considerations: Current role at Suvretta (fund investor) and prior SPAC leadership could create information flows; no shared directorships with BHVN competitors/suppliers are disclosed.

Expertise & Qualifications

• Finance/investing expertise across long/short healthcare portfolios and therapeutics investing; M&A background in pharma from Evercore. The Board cites his experience in finance, equity investments and life sciences as qualifications.

Equity Ownership

• Beneficial ownership (as of Mar 10, 2025): 185,910 shares (0.2%). Breakdown: 22,662 shares held directly; 163,248 shares underlying options vested or exercisable within 60 days (93,750 of initial grant; 52,906 prior annual; 16,592 2024 annual vesting by April 30/AGM). Total outstanding director options 194,498; unexercisable remainder ≈31,250 (initial grant vesting Oct 3, 2025).

Governance Assessment

• Strengths

  • Deep capital markets and therapeutics investing expertise valuable for capital allocation and BD oversight.
  • Significant equity‑based director pay (fixed‑value annual options) aligns incentives with long‑term TSR; options vest by next AGM, supporting continuity.
  • Board maintains strong governance scaffolding (Lead Independent Director, regular executive sessions; clawback policy for executives).

• Watch items / RED FLAGS

  • Non‑independent classification under NYSE rules reduces independent oversight count; Mehta is not among six identified independent directors.
  • No committee assignments (Audit/Comp/Nominating) in 2024 limits formal governance leverage; consider future committee placement for broader accountability.
  • Company Trading Policy permits pledging/margin use of BHVN stock—while hedging is prohibited, pledging allowance can introduce forced‑sale risk in stress scenarios.
  • Prior advisory relationship with Biohaven could present perceived conflicts; robust Related‑Person review mitigates, and no Mehta‑related transactions are disclosed.

• Engagement & attendance

  • Board met 4 times; all directors ≥75% attendance; all directors attended the 2024 AGM; independent‑director executive sessions after each in‑person meeting. These support effective oversight.

• Director compensation structure

  • Cash retainer modest ($50k) with equity as primary component (annual option grant FV ~$486k); retainers unchanged YoY, with fair‑value capping mechanism to stay under $1,000,000 plan limit.

Overall: Mehta contributes capital markets acumen and healthcare investing perspective but is classified as non‑independent and held no committee roles in 2024—investors may prefer increased independent committee involvement and continued transparency around potential conflicts (e.g., fund affiliations), coupled with caution on pledging allowance in Trading Policy.