Robert Hugin
BiohavenAbout Robert J. Hugin
Independent director of Biohaven Ltd. since September 2022; age 70 in 2025 (69 in 2024; 67 in 2023). Former Celgene CEO (2010–2016), Chairman (2011–2016) and Executive Chairman (2016–2018); earlier roles include President, COO and CFO. Previously Managing Director at J.P. Morgan (joined 1985). Currently a director of Chubb Limited; prior five years include directorships at Allergan plc, Danaher Corporation and The Medicines Company. The Board annually affirms his independence under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celgene Corporation | CEO | 2010–2016 | Led growth; later Chairman (2011–2016) and Executive Chairman (2016–2018) |
| Celgene Corporation | Chairman | 2011–2016 | Board leadership |
| Celgene Corporation | Executive Chairman | 2016–2018 | Strategic oversight |
| Celgene Corporation | President | 2006–2014 | Senior operating role |
| Celgene Corporation | COO | 2006–2010 | Operations leadership |
| Celgene Corporation | SVP & CFO | 1999–2006 | Finance leadership |
| J.P. Morgan & Co. Inc. | Managing Director | Joined 1985 | Capital markets experience |
External Roles
| Company | Role | Status/Years |
|---|---|---|
| Chubb Limited (NYSE: CB) | Director | Current |
| Allergan plc (NYSE: AGN) | Director | Past five years |
| Danaher Corporation (NYSE: DHR) | Director | Past five years |
| The Medicines Company (NASDAQ: MDCO) | Director | Past five years |
Board Governance
- Independence: Board affirmatively determined Hugin is independent under NYSE rules.
- Board/committee meetings and attendance:
- 2024: Board met 4 times; each director attended ≥75%; executive sessions held each in-person meeting, led by Lead Independent Director.
- 2023: Board met 4 times; each director attended ≥75%; executive sessions held.
- 2022: Hugin attended all Board meetings but was unable to attend three committee meetings (Nov 30, 2022).
Committee memberships and chairs:
| Committee | 2023 Membership | 2024 Membership | Chair (2024) |
|---|---|---|---|
| Audit | Member (Gregory, Childs, Hugin) | Not listed as member (Gregory, Childs, Bailey) | Julia P. Gregory |
| Compensation | Member (Heffernan, Childs, Hugin) | Member (Heffernan, Childs, Hugin) | Michael T. Heffernan |
| Nominating & Corporate Governance | Member (Bailey (Chair), Hugin, Antonijevic, Heffernan, Gregory) | Member (Bailey (Chair), Hugin, Antonijevic, Heffernan) | Gregory H. Bailey, M.D. |
- Committee meeting counts (FY 2024): Audit 4; Compensation 4; Nominating & Corporate Governance 4.
- Trading policy and governance practices:
- Hedging, short sales and options transactions prohibited for directors; pledging/margin transactions permitted if compliant with law and policy.
- Incentive compensation clawback policy updated Aug 8, 2023, consistent with NYSE requirements.
Fixed Compensation
Director fees and equity for Hugin:
| Year (Fiscal) | Fees Earned (Cash) | Option Awards (Grant Date Fair Value) | Total |
|---|---|---|---|
| 2023 (FY 2023) | $77,000 | $485,937 | $562,937 |
| 2022 (FY 2022) | $18,750 | $621,155 | $639,905 |
Director retainer schedule (policy):
| Retainer Type | Amount |
|---|---|
| Board service (non-employee directors) | $50,000 per year |
| Committee member – Audit | $10,000 per year |
| Committee member – Compensation | $10,000 per year |
| Committee member – Nominating & Corporate Governance | $7,000 per year |
| Committee chair – Audit | $25,000 per year |
| Committee chair – Compensation | $20,000 per year |
| Committee chair – Nominating & Corporate Governance | $10,000 per year |
Performance Compensation
- Directors receive annual stock options; time-based vesting, no performance metrics.
- Annual equity grant policy: fixed grant-date fair value ~$485,944; options vest in full by the next annual meeting or first anniversary.
- Hugin’s recent option grants:
- May 2, 2023: 52,906 options at $13.20; vest fully by May 2, 2024.
- Oct 3, 2022: 125,000 options at $7.00; vest 25% on grant and 25% on each of the next three anniversaries.
Other Directorships & Interlocks
| Company | Relationship to BHVN | Notes |
|---|---|---|
| Chubb Limited | Unrelated insurer; no BHVN disclosed transactions | Current directorship |
| Allergan plc | Unrelated pharma; no BHVN disclosed transactions | Past five-year directorship |
| Danaher Corporation | Unrelated diversified science/tech; no BHVN disclosed transactions | Past five-year directorship |
| The Medicines Company | Unrelated pharma (acquired by Novartis); no BHVN disclosed transactions | Past five-year directorship |
- Related party transactions: none disclosed involving Hugin; policy requires Audit Committee review of any >$120,000 related-party transactions.
Expertise & Qualifications
- Biopharma CEO/Chair/Executive experience (Celgene), deep finance and capital markets background (J.P. Morgan).
- Multi-industry public board experience (Chubb; prior Allergan, Danaher, The Medicines Company).
- Independent director; service on Audit, Compensation, and Nominating & Governance indicates governance breadth.
Equity Ownership
Ownership alignment and guideline compliance:
- BHVN equity ownership policy requires non-employee directors to hold not less than $1,000,000 in “equity value” (includes fair value of shares, net value of vested options, and 70% value of time-based RSUs); all directors were in compliance as of March 4, 2024 and January 1, 2025.
Beneficial ownership (Robert Hugin):
| As-of Date | Total Beneficially Owned Shares | % of Class | Direct Shares | Vested Options (exercisable within 60 days) |
|---|---|---|---|---|
| Mar 10, 2025 | 176,207 | 0.2% | 12,959 | 163,248 |
| Mar 4, 2024 | 128,365 | 0.2% | 12,959 | 115,406 |
| Mar 6, 2023 | 50,736 | 0.1% | 19,486 | 31,250 |
Governance Assessment
-
Strengths:
- Independence affirmed; broad committee service (Compensation and Nominating & Governance; previously Audit).
- Attendance solid in 2023–2024 (≥75%); Board holds regular executive sessions led by the Lead Independent Director.
- No related party transactions involving Hugin disclosed; Compensation Committee utilizes independent consultant (Aon); no interlocks.
- Ownership guideline compliance indicates meaningful alignment (policy counts vested options and RSUs).
-
Watch items / RED FLAGS:
- Trading policy permits pledging/margin transactions (while hedging prohibited); pledging allowance can introduce potential misalignment risk if used, though no pledging by Hugin is disclosed.
- 2022 committee attendance: missed three committee meetings on a single date; monitor ongoing engagement trends.
-
Shareholder sentiment signals:
- Say-on-Pay (2025) approved: 67,470,380 For; 11,039,901 Against; 65,792 Abstain; broker non-votes 14,066,128.
- Advisory vote frequency (2024): shareholders approved annual Say-on-Pay.
Notes on Director Compensation Structure
- Year-over-year: cash retains market-standard board and committee fees; equity for directors delivered as stock options (time-based vesting), not RSUs/PSUs—aligns with shareholder outcomes without guaranteed vesting tied to performance metrics.
- Annual director option grants calibrated to a fixed grant-date fair value ($485,944) with vesting by next annual meeting, reducing volatility and capping annual compensation within 2022 Plan limits.
Related Party Transactions Policy (Overview)
- Transactions >$120,000 with related persons require Audit Committee review/approval; considerations include independence impacts, third-party comparability, and best interests of shareholders.
Meeting and Committee Activity Summary (FY 2024)
| Body | Meetings Held | Notes |
|---|---|---|
| Board | 4 | All directors ≥75% attendance; executive sessions each in-person meeting |
| Audit Committee | 4 | Chair: Julia P. Gregory |
| Compensation Committee | 4 | Chair: Michael T. Heffernan |
| Nominating & Corporate Governance Committee | 4 | Chair: Gregory H. Bailey, M.D. |