Matthew Buten
BiohavenAbout Matthew Buten
Matthew Buten, age 64, is Chief Financial Officer (principal financial officer) of Biohaven Ltd. (BHVN). He has served as CFO since the 2022 spin-off after holding the same role at the former parent since 2021; he previously spent a decade as Managing Director at Foresite Capital and earlier ran healthcare portfolios at Catapult/Millennium following investment banking roles at Needham and Smith Barney. He holds a BS in Economics from The Wharton School, University of Pennsylvania . During his tenure post‑separation, BHVN’s TSR measured from Oct 3, 2022 through year-end 2024 was 433.6% cumulative ($100 → $533.57), albeit down from 2023’s $611.43; BHVN remains a development-stage company with negative net income of $(846) million in 2024, reflecting R&D intensity, and management cited a 640% market cap increase since separation to justify 2024 pay positioning .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Biohaven Ltd. / Former Parent | Chief Financial Officer | 2021–present | Led finance through spin-off; supports multi-asset pipeline scaling |
| Foresite Capital Management | Managing Director | 2012–2021 | Private/public healthcare investing; capital formation expertise |
| Catapult Capital / Millennium LP | Healthcare Portfolio Manager | 2007–2012 | Ran factor‑neutral healthcare long/short portfolio |
| Sapphire Capital Partners LLP | Co‑founder and Co‑manager | Prior to 2007 | Launched investment platform; healthcare focus |
| Argus Partners | Co‑founder and Partner | Prior to 2007 | Early-stage investing/strategy |
| Needham & Company | MD, Head of Healthcare Investment Banking | Prior to 2007 | Built HC banking franchise; transactions leadership |
| Smith Barney Inc. | Director, Investment Banking | Prior to 2007 | Coverage and deal execution |
External Roles
- Not disclosed for Mr. Buten in the 2025 proxy biography .
Fixed Compensation
- 2024 base salary: $573,300; +4.0% YoY increase, aligned to ~50th percentile of peer group given “extraordinary” 2023 performance and market cap appreciation .
- 2024 target bonus opportunity: 50% of salary .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $131,250 | $551,250 | $573,300 |
| Target Bonus % of Salary | 50% | 50% | 50% |
| Actual Cash Bonus ($) | $413,438 | $482,388 | $501,638 (175% of target; 75% above target) |
| All Other Compensation ($) | $1,015 | $20,778 | $22,926 |
Notes: Company contributes to 401(k) (e.g., $13,800 in 2024) and provides life insurance; no tax gross‑ups for CIC .
Performance Compensation
Annual Incentive (Cash)
- Structure: Company- and individual-performance based; committee emphasized stock/valuation performance vs XBI and S&P benchmarks and “extraordinary” execution in 2024; metrics/weightings not numerically disclosed .
- 2024 payout: $501,638 (≈175% of target on a 50% target bonus) .
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate & individual performance (qualitative; stock/valuation vs XBI/S&P considered) | Not disclosed | 50% of salary | Not disclosed | 175% of target ($501,638) | N/A |
Equity Incentives (Options/RSUs)
- Program design: In respect of 2024 performance, equity mix ≈75% stock options, 25% RSUs; options granted at FMV; vest 25% at grant and 25% annually over 3 years (4 tranches); RSUs same vesting cadence .
- Grants in respect of 2024 performance (granted Jan 5, 2025): 104,000 options (fair value $3,001,762) and 17,000 RSUs (fair value $656,880); one-quarter vested on grant date (options 26,000; RSUs 4,250) with remaining equal tranches on Jan 5, 2026/2027/2028 .
- Grants in respect of 2023 performance: 175,000 options across Nov 2, 2023 and Jan 2, 2024, vesting 25% at grant and annually over 3 years; Jan 2, 2024 tranche 96,250 options at $41.93 .
| Grant | Vehicle | Quantity | Grant-date FV ($) | Strike | Vesting | Expiration |
|---|---|---|---|---|---|---|
| 1/5/2025 | Options | 104,000 | $3,001,762 | FMV | 25% at grant; 25% on 1/5/26, 1/5/27, 1/5/28 | 1/5/2035 |
| 1/5/2025 | RSUs | 17,000 | $656,880 | — | Same 4‑tranche schedule | — |
| 1/2/2024 | Options | 96,250 | $2,945,471 | $41.93 | 25% at grant; 25% on 1/2/25, 1/2/26, 1/2/27 | 1/2/2034 |
| 11/2/2023 | Options | 78,750 | $1,702,221 | $29.49 | 25% at grant; 25% on 11/2/25, 11/2/26 | 11/2/2033 |
Clawback: NYSE‑compliant incentive compensation recovery policy adopted Aug 8, 2023 .
Equity Ownership & Alignment
- Stock ownership guidelines: Other executive officers must hold equity = 1x (base salary + cash bonus); compliance as of Jan 1, 2025 .
- Hedging: Prohibited; Pledging/margin transactions permitted subject to policy and law, which is a governance risk to monitor .
- Beneficial ownership (as of March 10, 2025): 531,954 shares (0.5% of outstanding), composed of 193,452 shares held directly and 338,502 options vested/exercisable within 60 days .
- Latest reported holdings/transactions:
- 1/5/2025: Granted 104,000 options and 17,000 RSUs; 4,250 RSUs vested; 2,561 shares withheld for taxes on RSU vest (code F); no open‑market sale reported .
- Outstanding equity at 12/31/2024 (illustrates in‑the‑money leverage and overhang):
- Options exercisable/unexercisable: 39,376/39,374 at $29.49 (vests 11/2/2025, 11/2/2026); 225,000/75,000 at $7.00 (vests 10/3/2025); 24,063/72,187 at $41.93 (vests 1/2/2025, 1/2/2026, 1/2/2027) .
| Ownership detail | Amount |
|---|---|
| Shares beneficially owned | 531,954 (0.5%) |
| Direct shares | 193,452 |
| Options vested/exercisable (within 60 days of 3/10/2025) | 338,502 |
| Pledged shares | Not disclosed; pledging permitted by policy |
Upcoming vesting schedule (select grants)
| Vest date | Options (count) | RSUs (count) | Source |
|---|---|---|---|
| 10/3/2025 | 75,000 (from 2022 grant) | — | |
| 11/2/2025 | 19,687 (half of 39,374) | — | |
| 1/2/2025 | 24,063 (1 of 3) | — | |
| 1/5/2025 | 26,000 (25% of 104,000) | 4,250 (25% of 17,000) | |
| 1/2/2026 | 24,062 (2 of 3) | — | |
| 1/5/2026 | 26,000 (2 of 4) | 4,250 (2 of 4) | |
| 11/2/2026 | 19,687 (final half) | — | |
| 1/2/2027 | 24,062 (final tranche) | — | |
| 1/5/2027 | 26,000 (3 of 4) | 4,250 (3 of 4) | |
| 1/5/2028 | 26,000 (4 of 4) | 4,250 (4 of 4) |
Note: Option strike prices: $7.00 (2022), $29.49 (2023), $41.93 (2024), and FMV at 1/5/2025 grant; expirations per grant tables .
Employment Terms
- Structure: Two agreements (with Biohaven Ltd. and with operating subsidiary Biohaven Pharmaceuticals, Inc.). The Biohaven Ltd. agreement provides a $350,000 lump‑sum if terminated/not elected and full vesting plus extended option exercise; the Biohaven Pharmaceuticals, Inc. agreement provides salary/bonus multiples, benefits continuation, and equity treatment, including additional amounts upon a CIC termination .
- Change‑in‑control (CIC): The 2022 Equity Plan provides single‑trigger full vesting upon CIC unless the committee determines otherwise; employment agreement provides double‑trigger cash/benefit enhancements upon CIC termination (within 12 months) .
| Provision | Pre‑CIC termination (without “Just Cause”, death/disability, or for “Good Reason”) | CIC termination (within 12 months) |
|---|---|---|
| Cash severance | 1.5x (base salary + target bonus) over 18 months; plus pro‑rata target bonus for year of termination (Board discretion) | Same as left, plus an additional amount equal to target bonus over 12 months |
| Health benefits | Continued coverage during severance period; reduced if comparable benefits obtained | Continued health coverage; no continued life insurance |
| Equity | Full vesting of all options/awards; options remain exercisable for 24 months (or earlier expiry) | Unvested time‑based awards accelerate and remain outstanding for 12 months; performance‑based awards per award terms |
| Separate Biohaven Ltd. terms | $350,000 lump‑sum; all options fully vest and exercise window extended by 2 years (or term end) | Same |
| Non‑compete / Non‑solicit | 12 months post‑termination | 12 months post‑termination |
| Equity Plan CIC feature | Single‑trigger acceleration at CIC (unless committee provides otherwise) | — |
Clawback and trading policies: NYSE‑compliant clawback policy (effective Aug 8, 2023); hedging and short sales prohibited; margin/pledging permitted by policy .
Compensation Committee Analysis
- Committee members and chair: Heffernan (Chair), Childs, Hugin; all independent; met 4x in 2024 .
- Consultant: Aon’s Human Capital Solutions (Radford) retained to benchmark, advise on peer group, plan design, and director pay; no conflict identified .
- Peer group: Includes Sage, Immunovant, Vir, Karuna, Xenon, Arvinas, Cerevel, and others; targets base cash around 50th percentile with discretion to “flex up” on bonuses/equity for outstanding performance .
Multi‑Year Compensation (Summary Compensation Table)
| Year | Salary ($) | Bonus ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 131,250 | 413,438 | 1,490,771 | 1,015 | 2,036,473 |
| 2023 | 551,250 | 482,388 | 1,701,221 | 20,778 | 2,755,637 |
| 2024 | 573,300 | 501,638 | 2,945,471 | 22,926 | 4,043,335 |
Performance & Track Record
- TSR since separation (Oct 3, 2022 basis): 2024 cumulative $533.57 vs $100 initial; 2023 cumulative $611.43; Peer ETF (S&P Biotech) $112.60 in 2024; Net income (loss) 2024 $(846) million .
- 2024 pay decisions explicitly cited 640% market cap increase since separation and “extraordinary performance” to justify cash/equity levels and bonus above target .
Risk Indicators & Red Flags
- Single‑trigger CIC vesting in the 2022 Equity Plan (accelerates awards at CIC regardless of termination) is shareholder‑unfriendly relative to double‑trigger norms; however, employment agreements also include double‑trigger cash/benefit protections .
- Pledging permitted under the Trading Policy (though hedging is prohibited); pledging can impair alignment if used — no individual pledging disclosure for Mr. Buten found .
- No tax gross‑ups for golden parachutes; clawback policy in place (mitigates risk) .
Upcoming Vesting & Potential Insider Selling Pressure
- Near‑term vesting “gates” include: 1/2/2025, 1/5/2026–2028, 10/3/2025, 11/2/2025–2026. These create repeat opportunities for liquidity, although most recent Form 4s show only tax‑withholding share reductions (code F), not open‑market sales .
Employment Terms (Economics Snapshot at 12/31/2024)
- Pre‑CIC Qualifying Termination illustrative values: Cash severance and benefits as per terms above; equity acceleration per agreements; see company’s tabular estimates for methodology .
- CIC: Plan‑level single‑trigger equity acceleration and employment agreement double‑trigger cash uplifts .
Investment Implications
- Pay‑for‑performance: Mix is heavily at‑risk (options dominant) with RSUs introduced (25% of 2024 equity), aligning upside with TSR but slightly lowering risk via RSUs; 2024 bonuses at 175% of target reflect strong stock/valuation performance vs sector benchmarks .
- Retention: One‑year non‑compete/non‑solicit plus multi‑year vesting ladders (2025–2028) support retention; full vesting on certain terminations/CIC elevates protection for the executive but may reduce retention in sale scenarios (single‑trigger plan) .
- Alignment risks: Pledging allowance and single‑trigger CIC acceleration are governance flags to monitor; hedging prohibition and clawback mitigate misalignment risk .
- Trading signals: Multiple annual vesting dates (January, October, November) can create recurring windows for potential insider liquidity; recent filings show tax‑withholding only, not open‑market selling, which modestly reduces near‑term selling pressure concerns .