Vlad Coric
BiohavenAbout Vlad Coric
Vlad Coric, M.D., is Biohaven Ltd.’s Chair and Chief Executive Officer; he has served as CEO and director since the company’s formation and became Board Chair on September 28, 2022 . He is 54 years old (as of the 2025 proxy), holds an M.D. from Wake Forest, completed residency at Yale, and has been an associate clinical professor of psychiatry at Yale School of Medicine since 2001 . Prior experience includes leading drug development at Bristol-Myers Squibb from 2007–2015 and involvement in programs such as Nurtec ODT, ZAVZPRET, Abilify, Opdivo, and Yervoy, among others; he led the sale of Biohaven Pharmaceutical Holding Company Ltd. (“Former Parent”) to Pfizer in 2022 and the acquisition of the Kv7 platform . Pay-versus-performance disclosures show cumulative TSR of $533.57 in 2024 (from Oct 3, 2022 base) and GAAP net loss of $846 million in 2024; TSR was $611.43 in 2023 with net loss of $408 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bristol-Myers Squibb (BMS) | Group Director, Global Clinical Research (Oncology, Neuroscience) | 2007–2015 | Led programs contributing to multiple approved biologics (e.g., Opdivo, Yervoy) . |
| Biohaven Pharmaceutical Holding Company Ltd. (“Former Parent”) | CEO & Director | Pre-2022–Oct 2022 | Led commercial launch of Nurtec ODT, sale of Former Parent to Pfizer (2022) . |
| Yale School of Medicine | Associate Clinical Professor (Psychiatry) | 2001–present | Academic leadership; former Chief of Yale Clinical Neuroscience Research Unit and OCD Research Clinic Director . |
External Roles
| Organization | Role | Years | Notes/Impact |
|---|---|---|---|
| Revance Therapeutics, Inc. (NASDAQ: RVNC) | Director | Mar 1, 2023 – Feb 2025 | Public board service . |
| Social Capital Suvretta Holdings Corp. I (SPAC) | Director | Jun 2021 – Jul 2022 | SPAC board service . |
| Pyramid Biosciences, Inc. | Director | Current | Oncology platform involvement . |
| Vita Therapeutics, Inc. | Director | Current | Biotech board service . |
| OLM School of Madison | Director | Current | Non-profit/education board service . |
| General Atlantic | Special Advisor | 2024 proxy disclosed | Strategic advisory role (2024 proxy) . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $200,000 | $840,000 | $885,000 |
| Annual Bonus ($) | $1,050,000 | $1,102,500 | $1,161,563 |
| Option Awards – Grant Date Fair Value ($) | $4,720,774 | $4,860,630 | $8,415,633 |
| All Other Compensation ($) | $705 | $16,059 | $16,842 |
| Total ($) | $5,971,479 | $6,819,189 | $10,479,038 |
- 2024 base salary increased 5.4% YoY, with cash compensation philosophy anchored to the 50th percentile of peers and flexibility to “flex up” bonuses/equity for outstanding performance; market cap rose ~640% since separation (Oct 2022→Dec 2023) .
- Target bonus opportunity: 75% of salary in both 2023 and 2024 for the CEO .
- 2024 actual cash bonuses were set at 75% above target for NEOs, reflecting stock/valuation performance vs XBI and S&P and individual achievements .
Performance Compensation
Equity awards in respect of 2024 performance (granted Q1 2025)
| Grant Component | Quantity | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| Stock Options | 343,000 | $9,900,043 | 25% at grant; 25% at each of 1st, 2nd, 3rd anniversaries (time-based) . |
| RSUs | 57,000 | $2,202,480 | Same schedule (time-based) . |
| Total | — | $12,102,523 | — |
- Equity mix ~75% options / 25% RSUs for 2024 performance .
Equity awards in respect of 2023 performance (granted Nov 2023 & Jan 2024)
| Grant Date | Instrument | Quantity | Exercise Price | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Nov 2, 2023 | Options | 225,000 | $29.49 | $4,860,630 | 25% at grant; 25% on each of next 3 anniversaries . |
| Jan 2, 2024 | Options | 275,000 | $41.93 | $8,415,633 | Same schedule . |
| Total | Options | 500,000 | — | $13,276,263 | — |
- NEOs did not exercise options or have RSUs vest in 2024, reducing near-term selling pressure .
Pay versus performance (context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR ($100 base on 10/3/2022) | $198.29 | $611.43 | $533.57 |
| Net Income ($mm) | (570) | (413)/(408) | (846) |
Equity Ownership & Alignment
| Metric | Mar 4, 2024 | Mar 10, 2025 |
|---|---|---|
| Shares Beneficially Owned | 3,616,968 (4.4%) | 4,223,574 (4.1%) |
| Shares Outstanding | 81,596,082 | 102,064,999 |
Breakdown (2025):
-
Direct: 1,796,604; 401(k): 109,565; Family Trust: 861,942; Marital Trust: 407,213; Options exercisable within 60 days: 1,048,250 .
Breakdown (2024): -
Direct: 1,664,072; 401(k): 109,565; Family Trust: 838,504; Marital Trust: 404,827; Options exercisable within 60 days: 600,000 .
Vested vs Unvested Options (as of Dec 31, 2024):
| Grant | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Nov 2, 2023 | 112,500 | 112,500 | $29.49 | 11/2/2033 |
| Oct 3, 2022 | 712,500 | 237,500 | $7.00 | 10/3/2032 |
| Jan 2, 2024 | 68,750 | 206,250 | $41.93 | 01/2/2034 |
Ownership/Trading Policies:
- Stock ownership guidelines: CEO must hold 3x annual base salary plus cash bonus; all executives and directors were in compliance as of Jan 1, 2025 .
- Hedging prohibited; margin accounts and pledges of company stock are permitted subject to policy and applicable law .
- Clawback policy (effective Aug 8, 2023) requires recovery of incentive compensation upon an accounting restatement .
Employment Terms
- Two agreements (Biohaven Ltd. and Biohaven Pharmaceuticals, Inc.). Biohaven Ltd. agreement provides a lump-sum severance of $350,000 if terminated/not elected or due to death/disability; all stock options fully vest with a two-year post-termination exercise window (or award term) .
- Biohaven Pharmaceuticals, Inc. agreement:
- Without “Just Cause” or for “Good Reason” (pre-CIC): salary continuation for 15 months; continued health and life insurance up to 15 months; full vesting of options with 24-month exercise window .
- Qualifying CIC Termination (within 12 months of change-in-control): salary continuation for 18 months plus 1.5x target bonus paid over 18 months; continued health insurance up to 18 months; time-based equity awards vest (options exercisable 12 months); performance awards per agreements .
- Non-compete and non-solicitation covenants for one year .
- Illustrative potential payout table (Company disclosure): Pre-CIC qualifying termination total $9.6m; Qualifying CIC termination total $10.8m (assumes Dec 31, 2024 and includes equity acceleration valued at $37.35 share price) .
Board Governance
- Dual role: CEO and Chair; Lead Independent Director (Michael T. Heffernan) coordinates independent director activities, presides in executive sessions, agenda and schedule co-development, and acts as shareholder liaison .
- Board independence: 6 of 8 directors determined independent under NYSE rules .
- Committees and chairs (2024): Audit (Chair: Julia P. Gregory); Compensation (Chair: Michael T. Heffernan); Nominating & Corporate Governance (Chair: Gregory H. Bailey, M.D.) .
- Meeting cadence and attendance: Board met 4 times in 2024; each director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 AGM; executive sessions of non-management and independent directors held at in-person meetings .
- CEO director pay: CEO receives no additional compensation for director service (2023 director comp table notes non-employee directors only) .
Performance Compensation
| Metric | Structure | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Bonus (2024) | Discretionary merit-based, aligned to stock performance vs XBI/S&P and company achievements | 75% of salary | Paid at 75% above target: $1,161,563 | Cash (N/A). |
| LTI (2024 Performance) | ~75% Options / ~25% RSUs | N/A (time-based) | Options 343k ($9.9m), RSUs 57k ($2.2m), total $12.1m | 25% at grant, then annually on 1st–3rd anniversaries . |
| LTI (2023 Performance) | Options only | N/A (time-based) | 500k options ($13.28m) across Nov 2023 and Jan 2024 | 25% at grant, then annually on 1st–3rd anniversaries . |
Compensation Structure Analysis
- Shift to include RSUs: 2024 performance awards added RSUs at ~25% of mix alongside options, reducing risk versus pure options and increasing certainty of value .
- Cash vs equity: Cash targeted to 50th percentile peers with flexibility to increase variable pay for outstanding performance; 2024 bonuses positioned in the 75th–90th percentile range vs market, reflecting strong equity performance and execution .
- Governance and controls: Clawback policy aligned with NYSE requirements; no tax gross-ups; no option repricing; hedging prohibited .
Equity Ownership & Alignment
- High insider alignment: 4.1% beneficial ownership as of March 10, 2025 with meaningful personally-held and trust-held shares plus vested options; stock ownership guideline compliance confirmed .
- Pledging risk: Trading policy permits margin accounts and pledges under certain conditions; although pledging can introduce risk, no specific pledged positions are disclosed in beneficial ownership footnotes .
- Near-term selling pressure: No option exercises or RSU vesting in 2024 disclosed for NEOs, a positive indicator for reduced immediate sale pressure .
Employment Contracts, Severance, and Change-of-Control
- Dual agreements (parent and subsidiary) provide layered severance, benefits continuation, accelerated vesting, and defined post-termination exercise periods; CIC terms include salary continuation and target bonus multiples (1.5x), with equity acceleration described .
- Non-compete/non-solicit: One-year duration post-termination .
- Company equity plan provides for full vesting of outstanding awards upon change in control unless otherwise determined .
Say-On-Pay & Shareholder Feedback
- 2025: Advisory say-on-pay proposal scheduled; Board recommends “FOR” .
- 2024: Advisory vote on frequency held; Board recommended annual say-on-pay (1 year) .
Compensation Peer Group and Consultant
- Peer group used for 2024 compensation decisions includes companies like Karuna, Xenon, Vir, Immunovant, Cerevel, and others .
- Independent consultant: Aon’s Human Capital Solutions practice advised the compensation committee; independence assessed with no conflicts .
Risk Indicators & Red Flags
- CEO + Chair dual role mitigated by established Lead Independent Director responsibilities and frequent executive sessions .
- Hedging prohibited; pledging permitted (policy-based) — pledging allowance is a potential governance concern if utilized, though no pledging by Dr. Coric is disclosed .
- No tax gross-ups or option repricing; clawback policy in force; related-party transactions disclosure principally limited (no CEO-specific related party transactions disclosed) .
External Performance & Pipeline Execution (context)
- Company R&D-stage with broad pipeline (Kv7 activators, TRPM3 antagonists, TYK2/JAK1 inhibitor, MoDE/TRAP degraders, ADCs); NDA accepted for priority review in SCA for troriluzole with FDA decision expected in Q3 2025 .
- Kv7 lead BHV-7000 moved into Phase 2/3 epilepsy and mood disorders programs; EEG and safety data highlight favorable tolerability vs legacy Kv7 agents .
- TRPM3 BHV-2100 Phase 2 migraine initiated; Phase 1 showed rapid absorption and favorable safety .
- MoDE BHV-1300 Phase 1 showed rapid, deep IgG lowering with SC dosing and favorable lab profile; Phase 2 Graves’ planned for mid-2025 .
- ADC BHV-1510 Phase 1/2 early evidence of clinical activity and differentiated safety profile; expansion collaboration broadens ADC target exclusivity .
Investment Implications
- Compensation alignment: Coric’s pay structure is heavily equity-linked with time-based vesting; 2024 added RSUs, increasing retention and value certainty, while options preserve high performance sensitivity .
- Ownership and retention: Material insider ownership and one-year non-compete/non-solicit support alignment and reduce immediate attrition risk; absence of 2024 exercises/vests dampens near-term selling pressure .
- Governance balance: Dual CEO/Chair role is mitigated by robust Lead Independent Director duties, independent committee chairs, and recurring executive sessions; however, pledging permission in trading policy is a modest governance watchpoint .
- Execution risk: Significant pipeline breadth and R&D focus imply binary regulatory and clinical outcomes drive TSR and pay outcomes; upcoming SCA NDA decision (Q3 2025) and multiple Phase 2/3 readouts are near-term catalysts .