BioVie (BIVI) Proxy Filing summary

Executive summary

• Supplement updates disclosures on executive equity awards, director compensation, and related party transactions as of June 30, 2024.

• Annual meeting scheduled for November 7, 2024, with all prior proxy information remaining unchanged except as supplemented.

Executive compensation and say-on-pay

• Named executive officers held 185,134 stock options (aggregate grant date fair value ~$5.6M) and 22,041 RSUs (market value ~$88,000) as of June 30, 2024.

• Stock options and RSUs vest over multi-year schedules, with last vesting in 2027.

• No long-term incentive plans exist beyond stock-based awards; 2019 Omnibus Equity Incentive Plan has 8,721 shares available for new awards.

• Pay versus performance table shows PEO compensation, average NEO compensation, and net loss for 2023–2024.

Board of directors and corporate governance

• Non-employee directors received either RSUs or stock options as annual compensation; total 18,269 RSUs (grant date value $549,898) and 18,325 options (grant date value $335,348) granted in 2024.

• Committee chairmen and members received differentiated equity awards based on roles.

• Steve Gorlin resigned from the board effective July 25, 2024.

• Directors eligible for equity incentive plans, administered by the Compensation Committee.