Kishen Mehta
About Kishen Mehta
Kishen Mehta, age 40, has served as an independent director of Benitec Biopharma Inc. (BNTC) since June 2024. He is the Chief Investment Officer and Portfolio Manager of the Averill and Averill Madison strategies at Suvretta Capital Management, with 15+ years of healthcare investing experience; he also serves on Biohaven Ltd.’s board and previously served on the predecessor company’s board, and has held leadership roles across multiple Social Capital Suvretta SPACs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biohaven Ltd. (NYSE: BHVN) | Director | Since Sep 2022 | Public company board experience in immunology, neuroscience, oncology |
| Biohaven Pharmaceutical Holding Co. Ltd. (predecessor) | Director | Jun 2021 – Sep 2022 | Transitioned at spin; continued on BHVN board |
| Social Capital Suvretta Holdings Corp. I | President & Director | 2021 – Aug 2022 (resigned in connection with business combination) | SPAC leadership, healthcare deal exposure |
| Social Capital Suvretta Holdings Corp. II | President & Director | 2021 – ceased operations May 2023 | SPAC leadership, healthcare platform |
| Social Capital Suvretta Holdings Corp. III | President & Director | 2021 – Jul 2022 (resigned in connection with business combination) | SPAC leadership, transaction execution |
| Social Capital Suvretta Holdings Corp. IV | President & Director | 2021 – ceased operations May 2023 | SPAC leadership, portfolio construction |
| Biohaven Pharmaceuticals, Inc. | Strategic Advisor | Prior to Suvretta PM role | Advised BD, corporate strategy, capital structure |
External Roles
| Organization | Role | Nature of Interlock/Exposure |
|---|---|---|
| Suvretta Capital Management, LLC | CIO & Portfolio Manager (Averill/Averill Madison) | Suvretta is BNTC’s largest stockholder; board considered this when evaluating Mehta’s independence |
| Biohaven Ltd. (NYSE: BHVN) | Director | No disclosed supplier/customer relationship with BNTC; adds biotech board expertise |
| Social Capital Suvretta SPACs (I–IV) | President & Director | Networked with healthcare sponsors/investors; ceased or exited as noted |
Board Governance
- Classification and Term: Class I director with term expiring at the 2026 annual meeting .
- Committee Assignments: Member, Nominating & Corporate Governance Committee; not listed as member of Audit or Compensation Committees .
- Committee Chairs: Nominating Committee chaired by Peter Francis; Audit Committee chaired by J. Kevin Buchi .
- Independence: Board determined four directors are independent; Mehta deemed independent with explicit consideration of his role at Suvretta Capital, the largest stockholder; Nominating Committee members, including Mehta, are “independent” per SEC/Nasdaq standards .
- Attendance and Meetings: Each director attended ≥75% of board and committee meetings; board held 11 meetings in the last fiscal year; Nominating Committee met once; all directors attended the 2024 annual meeting .
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Committee Member Fees ($) | Committee Chair Fees ($) | Mehta’s Cash Fees ($) |
|---|---|---|---|---|
| FY2025 (policy schedule) | 40,000 | Audit 7,500; Comp 5,000; Nominating 4,000 | Audit 15,000; Comp 10,000; Nominating 7,500 | — |
| Notes: FY2025 schedule applies to non-employee directors broadly; Mehta’s “Fees Earned or Paid in Cash” shows “—” for FY2025 . |
Performance Compensation
| Grant Date | Award Type | Shares/Options (#) | Grant-Date Fair Value ($) | Vesting Schedule | Status at FY End |
|---|---|---|---|---|---|
| Dec 9, 2024 | Stock Options | 35,000 | 368,410 | Vests in full on the earlier of immediately prior to the next annual meeting of stockholders or first anniversary of grant | 35,000 options outstanding at FY2025 year-end |
| Narrative: Directors received equity awards; for FY2025, Mehta’s compensation was entirely equity-based with time-based vesting; no performance (PSU/TSR/EBITDA) metrics disclosed for director equity . |
Other Directorships & Interlocks
| Entity | Ownership/Role | Detail |
|---|---|---|
| Entities affiliated with Suvretta Capital | 49.9% of BNTC (beneficial ownership limit) | Includes shares and pre-funded warrants; Voting Commitment Agreement and Board Designation Side Letter required appointment of Mehta as a Class I director in connection with April 2024 PIPE; Suvretta may waive 19.99% limit and is subject to 49.9% cap . |
| Franklin Resources, Janus Henderson, Adage Capital, Nemean Asset Mgmt. | Significant holders | Ownership levels as disclosed; Suvretta is largest . |
Expertise & Qualifications
- Healthcare investing and portfolio management across Suvretta strategies; strategic advisory experience to Biohaven Pharmaceuticals; public company board experience (Biohaven) and SPAC leadership roles .
- Board concluded he has appropriate skills/qualifications based on substantial healthcare investing experience .
Equity Ownership
| As of Date | Beneficial Ownership (#) | Type | % of Outstanding | Notes |
|---|---|---|---|---|
| Oct 10, 2025 | 35,000 | Stock options exercisable within 60 days | <1% | Footnote clarifies Mehta’s role at Suvretta; does not include Suvretta affiliates’ holdings reported separately . |
| Policy: Hedging and pledging of company securities by directors is prohibited . |
Governance Assessment
- Independence with Caveat: Mehta is formally independent and serves on the independent Nominating Committee; however, his appointment was contractually tied to Suvretta-led financing and Suvretta holds up to 49.9% beneficial ownership, creating potential perceived influence over board composition and strategic decisions .
- Committee Fit: Placement on Nominating (not Audit/Compensation) mitigates direct influence over financial reporting and pay; Nominating Committee independence and charter oversight of board evaluations are positives for governance .
- Engagement: Attendance thresholds met; board met 11 times, indicating active oversight; Mehta attended the annual meeting with other directors .
- Pay-Alignment Signal: FY2025 director pay for Mehta was 100% equity (no cash fee), with time-based vesting aligned to the annual meeting cycle; this increases alignment but lacks performance-based metrics .
- Ownership Alignment: Personal beneficial ownership is limited (35,000 options, <1%); alignment is primarily via Suvretta’s large economic stake, though that stake is at the fund level, not personal .
RED FLAGS
- Board designation tied to financing: Appointment via side letter in Suvretta-led PIPE raises related-party and influence concerns; monitor recusal practices and committee controls around nominations and related-party reviews .
- Concentrated ownership: Suvretta’s near-control-level cap (49.9%) concentrates voting power; assess minority shareholder protections and independence of key committees .
Risk Controls/Offsets
- Hedging/pledging prohibited for directors and employees (alignment safeguard) .
- Related-person transaction review process referenced in corporate governance guidelines; Audit Committee oversight .
Appendix: Director Compensation (FY2025)
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| J. Kevin Buchi | 64,000 | 368,410 | — | 432,410 |
| Peter Francis | 52,542 | 368,410 | 6,041 | 426,993 |
| Kishen Mehta | — | 368,410 | — | 368,410 |
| Edward F. Smith | 56,500 | 368,410 | — | 424,910 |
Appendix: Committee Composition (FY2025)
- Nominating & Corporate Governance Committee: Peter Francis (Chair), J. Kevin Buchi, Kishen Mehta, Edward Smith .
- Audit Committee: J. Kevin Buchi (Chair), Peter Francis, Edward Smith .
- Compensation Committee: Members indicated for Buchi/Francis/Smith via footnote notation; Mehta not indicated as a member in the FY2025 management table .