Michael Heffernan
BiohavenAbout Michael T. Heffernan
Lead Independent Director of Biohaven Ltd. (BHVN) since September 28, 2022; previously director of the former parent since January 2020. Age 60, with 25+ years of leadership in biotech/pharma, including CEO roles and multiple successful exits; began career in sales and marketing at Eli Lilly. Current board experience includes Trevi Therapeutics (NASDAQ: TRVI), with recent service at Synlogic (NASDAQ: SYBX) until February 2025 and Akebia Therapeutics (NASDAQ: AKBA) through June 2022. Independence affirmed by the BHVN Board under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Collegium Pharmaceuticals | President & CEO | Oct 2002–Jul 2018 | Led commercialization; built opioid portfolio. |
| Onset Dermatologics / PreCision Dermatology | Founder & CEO | Spun out; sold Jul 2014 | Sale to Bausch Health (Valeant). |
| Clinical Studies Ltd. | Co-founder & CEO | 1990s | Sold to PhyMatrix; later CEO & Chairman of PhyMatrix. |
| Eli Lilly | Sales & Marketing roles | Early career | Commercial grounding in pharma. |
| Advisory/Board roles (TyRx, PreCision Dermatology, Ocata, Veloxis) | Advisor/Investor/Director | Various | All exited (Medtronic, Bausch, Astellas, Asahi Kasei). |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Trevi Therapeutics (NASDAQ: TRVI) | Director | Since Mar 2017 | Current board seat. |
| Synlogic (NASDAQ: SYBX) | Director | Until Feb 2025 | Recent tenure ended. |
| Akebia Therapeutics (NASDAQ: AKBA) | Director | Through Jun 2022 | Prior board service. |
Board Governance
- Lead Independent Director: Coordinates independent directors; sets meeting schedules/agendas with CEO; moderates executive sessions; presides when CEO absent or discussing CEO comp; liaison to shareholders.
- Committee assignments: Chair, Compensation Committee; Member, Nominating and Corporate Governance Committee. Committee meetings in 2024: Audit (4), Compensation (4), Nominating & Governance (4).
- Independence: Board determined Heffernan is independent under NYSE rules.
- Attendance and engagement: Board met 4 times; each director attended ≥75% of Board and committee meetings; all directors present at 2024 AGM; non‑management directors met in executive session at the end of each in‑person Board meeting, presided over by Heffernan.
Fixed Compensation
| Component | BHVN Policy | 2024 Actual for Heffernan |
|---|---|---|
| Board cash retainer | $50,000 per non‑employee director | Included in total cash fees $112,000 |
| Committee member retainers | Audit $10,000; Compensation $10,000; Nominating $7,000 | Included in total cash fees $112,000 |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Nominating $10,000 | Compensation Committee Chair portion included |
| Non‑exec Chair premium | $35,000 (if applicable) | Not applicable; Heffernan is Lead Independent Director. |
| Total cash fees (2024) | — | $112,000 |
Performance Compensation
| Grant | Grant Date | Shares/Options | Exercise/Grant Price | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| Annual Director Option | Apr 30, 2024 | 16,592 options | $38.80 | Fully vests on earlier of Apr 30, 2025 or 2025 AGM; continuous service required | Included in option award value below |
| Annual Director Equity Value Policy | Each AGM | Option fair value $485,944 | FMV at grant | Vests in full by first anniversary or next AGM | Policy parameter |
| Total 2024 Option Awards (Heffernan) | 2024 | — | — | — | $485,933 |
| Outstanding Options (as of 12/31/2024) | Various (incl. Sep 29, 2022 initial grant) | 194,498 options | Various | Mix of vested and time-based vesting; 93,750 vested from initial 125,000; remaining vests Oct 3, 2025; plus 52,906 fully vested; plus 16,592 2024 grant vesting by AGM/Apr 30, 2025 |
Notes:
- BHVN director equity is delivered as nonstatutory stock options under the 2022 Plan; exercise price at or above FMV; 10-year term.
- BHVN prohibits option repricing; maintains clawback policy for executives (not director equity).
Other Directorships & Interlocks
- Compensation Committee Interlocks: None; Heffernan and other comp committee members were not officers/employees, and no related‑party relationships requiring disclosure; no reciprocal comp‑committee interlocks with other issuers.
- Related‑party transactions: In 2024, BHVN’s acquisition of Pyramid Biosciences resulted in share issuances to the CEO (Coric) and director (Childs); both abstained from the Board vote. No Heffernan involvement disclosed.
Expertise & Qualifications
- Senior operating executive with commercialization track record (Collegium Pharmaceuticals; Onset/PreCision Dermatology; PhyMatrix).
- Deep board/investor experience across biotech and healthcare services, including multiple exits (Medtronic, Bausch, Astellas, Asahi Kasei).
- Governance leadership as BHVN’s Lead Independent Director, moderating executive sessions and shaping Board agendas.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| Michael T. Heffernan | 178,426 | 0.2% | 15,178 direct common shares; 163,248 vested/exercisable options within 60 days of 3/10/2025 |
- Stock ownership guidelines: Non‑employee directors must hold not less than $1,000,000 in equity value (counts common shares at FMV, vested options at net value, and time‑vested RSUs at 70% value); all directors compliant as of January 1, 2025.
- Hedging/pledging: Hedging and short sales prohibited; margin accounts and pledges permitted under BHVN’s Trading Policy subject to law and policy compliance.
- Section 16 compliance: BHVN reports all directors/officers complied with Section 16(a) filing requirements for 2024.
Governance Assessment
- Strengths: Independent director; Lead Independent Director role provides robust counterbalance to combined Chair/CEO structure; presides over regular executive sessions; strong attendance culture (≥75% across directors) and active committee leadership (Compensation Chair; Nominating member).
- Alignment: Director pay mix combines moderate cash ($112k) with equity options ($485,933), supporting long‑term alignment; compliance with stringent $1,000,000 director ownership guideline enhances skin‑in‑the‑game.
- Process quality: Compensation Committee engages independent consultant (Aon), meets quarterly and in executive sessions; clear charters and governance guidelines.
- RED FLAGS / Watch items:
- Trading policy permits margin and pledging of BHVN stock, which can introduce alignment/forced‑sale risks if any pledges exist (no pledging disclosures specific to Heffernan).
- Heavy reliance on stock options in director pay can accentuate risk‑seeking incentives; however, BHVN prohibits option repricing.
- Related‑party transaction controls worked (CEO/Childs abstained on Pyramid deal), but continued vigilance on director‑affiliated transactions is warranted; no Heffernan conflicts disclosed.
Board Governance (Committee Detail)
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Compensation | Chair | Michael T. Heffernan | 4 |
| Nominating & Corporate Governance | Member | Chair: Gregory H. Bailey, M.D. | 4 |
| Audit | — | Chair: Julia P. Gregory | 4 |
Director Compensation (2024)
| Component | Amount |
|---|---|
| Fees earned/paid in cash | $112,000 |
| Option awards (grant‑date fair value) | $485,933 |
| Total | $597,933 |
Insider Trades
- BHVN states all Section 16(a) filing requirements for directors/officers were met in 2024; no Form 4 details included in the proxy.