DEF 14A of Roivant Sciences Ltd., Jul 31, 2023

DEF 14A of Roivant Sciences Ltd.

Filed Jul 31, 2023 · FY20220001140361-23-037044

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors currently has eight members, who are divided into three classes with staggered three-year terms. At the Annual Meeting, the two (2) Class II directors will be nominated for election to a three-year term, to hold office until the date of the annual general meeting of shareholders following the fiscal year ending March 31, 2026, and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal. Both of these nominees are Class II directors whose current term is expiring. Each director will continue in office until the election and qualification of a successor or until such director’s earlier death, resignation or removal.

  2. Directors Standing for Election at this Annual Meeting

    Directors Standing for Election at this Annual Meeting Daniel Gold has served as a Director of Roivant since 2020. Mr. Gold serves as the CEO and managing partner of QVT Financial, an investment firm, which he founded in 2003. Mr. Gold holds an A.B. in Physics from Harvard College. Mr. Gold also currently serves on the boards of directors of Okeanis Eco Tankers Corp. and Awilco Drilling PLC, in addition to various private companies. Our Board of Directors believes that Mr. Gold’s extensive experience investing in the life sciences industry qualifies him to serve as a member of our Board of Directors. Meghan FitzGerald has served as a Director of Roivant since March 2023. Ms. FitzGerald is a global healthcare strategist, investor, academic and author. She has worked across the healthcare industry from front line patient care through the Fortune 500, and also serves as an Adjunct Professor of Health Policy at Columbia University. Ms. FitzGerald is a private equity investor where she serves as a senior advisor to several firms, including Goldman Sachs, Towerbrook and Wellspring. Ms. FitzGerald served from December 2016 to January 2020 as the Chief Executive Officer and Managing Partner at Letter One’s inaugural health vehicle, L1 Health. Prior to that, she spent twenty years working for many prominent healthcare companies, including Cardinal Heath, Medco Health Systems, Pfizer, Merck and Sanofi-Synthelabo. Currently, Ms. FitzGerald is a member of the board of directors of Tenet Healthcare and a founder of K2HealthVentures, a life science investment fund. She previously served as a director of Thimblepoint Acquisition Corp., from February to December 2021, and Arix Bioscience plc, from 2017 to 2019. Ms. FitzGerald received a Doctor of Public Health from New York Medical College, a Master of Public Health from Columbia University and a BSN in Nursing from Fairfield University. The Board believes that Ms. FitzGerald’s broad range of experience in the healthcare industry qualifies her to serve as a member of the Board.

  3. Continuing Directors

    Continuing Directors

  4. Class I Directors: Currently Serving Until the 2025 Annual Meeting

    Class I Directors: Currently Serving Until the 2025 Annual Meeting Matthew Gline has served as our Chief Executive Officer since January 2021 and as a Director of Roivant since September 2021. Mr. Gline joined Roivant in March 2016 and previously served as Chief Financial Officer, from September 2017 through his appointment as Chief Executive Officer, and as Senior VP, Finance and Business Operations. Prior to joining Roivant, Mr. Gline was a Vice President at Goldman Sachs, Fixed Income Digital Structuring, from 2014 to 2016, and co-founded Fourthree, a risk analytics technology and consulting company, from 2012 to 2014. Mr. Gline also serves on the board of directors of Datavant, the world’s largest health data ecosystem. Mr. Gline earned his A.B. in Physics from Harvard College. Our Board of Directors believes that Mr. Gline’s experience in various roles at our company and his prior professional experience qualify him to serve as a member of our Board of Directors. Keith Manchester has served as a Director of Roivant since 2014. Dr. Manchester serves as a Partner and the Head of Life Sciences at QVT Financial, an investment firm, where he has been employed since 2005. He focuses on investments in both publicly traded and privately owned life science companies. Prior to joining QVT, Dr. Manchester was Vice President of Business Development from 2002 to 2004 and Director of Business Development from 2000 to 2002 at Applied Molecular Evolution, a biotechnology company. From 1999 to 2000, Dr. Manchester was an associate at Vestar Capital Partners, a private equity firm. From 1997 to 1999, Dr. Manchester was an investment banker in the healthcare group at Goldman, Sachs & Co. He received his A.B. from Harvard College and his M.D. from Harvard Medical School. Dr. Manchester also serves as a director of Arbutus Biopharma Corporation and Kriya Therapeutics. Our Board of Directors believes that Dr. Manchester’s extensive experience investing in the life sciences industry qualifies him to serve as a member of our Board of Directors. Melissa Epperly has served as a Director of Roivant since June 2022. Ms. Epperly has served as Chief Financial Officer of Zentalis Pharmaceuticals, Inc., a clinical-stage cancer company, since September 2019. From June 2018 to August 2019, Ms. Epperly served as Chief Financial Officer of PsiOxus Therapeutics Ltd., a clinical-stage gene therapy cancer company, where she led the company’s financial operations. Prior to joining PsiOxus, Ms. Epperly served as Chief Financial Officer and Head of Business Development at R-Pharm US, a commercial-stage oncology company, from October 2015 to June 2018, where she led the company’s financial operations and business development. Ms. Epperly served as a Director at Anchorage Capital Group, a credit-focused hedge fund, from August 2012 to September 2015. Previously, Ms. Epperly was a Vice President at Goldman Sachs in equity research in New York and London, a management consultant with Bain & Company, and a healthcare investment banker at Morgan Stanley. Ms. Epperly currently serves on the boards of directors of Kinnate Biopharma Inc. and Nautilus Biotechnology. Ms. Epperly holds a B.A. in Biochemisty and Economics from the University of Virginia and an M.B.A from Harvard Business School. Our Board of Directors believes that Ms. Epperly’s extensive experience as a senior financial executive in the life sciences industry qualifies her to serve as a member of our Board of Directors.

  5. Class III Directors: Currently Serving Until the 2024 Annual Meeting

    Class III Directors: Currently Serving Until the 2024 Annual Meeting James C. Momtazee has served as a Director of Roivant since September 2021. Mr. Momtazee is the Managing Partner of Patient Square Capital, a dedicated health care investing firm. Mr. Momtazee has over 28 years of investment and acquisition experience, the vast majority of which was focused on the health care sector. Prior to founding Patient Square, he held various positions at KKR & Co., Inc. (“KKR”) since 1996. He helped form KKR’s health care industry group in 2001 and ran that team for over 10 years. Mr. Momtazee currently also serves on the board of directors of Enavate Sciences, BridgeBio Pharma, Apollo Therapeutics, Kriya Therapeutics, Alladapt Immunotherapeutics, Elevage Medical Technologies and the Medical Device Manufacturers Association and has previously served on the board of directors of multiple other health care companies, including PRA Health Sciences, Inc. (lead independent director), Envision Healthcare, Heartland Dental, Ajax Health, Global Medical Response, BrightSpring Health Services, Covenant Surgical Partners, Entellus Medical, Inc., EchoNous, Spirox, Inc., Arbor Pharmaceuticals, Lake Region Medical, HCA Healthcare, Jazz Pharmaceuticals, and Alliance Imaging. Mr. Momtazee was chairman, CEO and President of Montes Archimedes Acquisition Corp from October 2020 until October 2021. He received an A.B. from Stanford University and an M.B.A from the Stanford Graduate School of Business. Our Board of Directors believes that Mr. Momtazee’s extensive experience investing in the biopharmaceutical industry qualifies him to serve as a member of our Board of Directors. Ilan Oren is the Chair of Roivant’s Board of Directors, a position he has held since February 2023, having served as a Director of Roivant since 2014. Mr. Oren has served as Co-Chief Executive Officer of Dexcel Pharma, a privately-owned Israeli group of pharmaceutical companies, since November 2019. Prior to serving as Co-CEO, Mr. Oren served as Vice President for the group and led corporate and business development activities, including formation of strategic ventures, product partnerships, product portfolio selection, product acquisitions, strategic investments, and mergers and acquisitions. Mr. Oren currently serves on the boards of directors of Clexio Biosciences and Kriya Therapeutics and has previously served on the board of directors at Sio Gene Therapies and Cynapsus Therapeutics. He holds an A.B. in Economics from Harvard College. Our Board of Directors believes that Mr. Oren’s extensive experience as a high-level executive in the pharmaceutical industry qualifies him to serve as a member of our Board of Directors. Hiroshi Nomura has served as a director of Roivant since September 2022. Mr. Nomura has served as President and Chief Executive Officer, and Representative Director of Sumitomo Pharma Co., Ltd. (“Sumitomo Pharma”), a pharmaceutical company based in Japan, since April 2018. Before serving at his current position, Mr. Nomura also served in a number of executive leadership roles at Sumitomo Pharma, including as a member of the Board of Directors, Senior Executive Officer, Chief Finance Officer and Representative Director between April 2017 and April 2018, and as a member of the Board of Directors, Senior Executive Officer and Chief Finance Officer from April 2014 to April 2017. Before that, Mr. Nomura also held various other positions with increasing responsibilities at Sumitomo Pharma from October 2005 to April 2014. Mr. Nomura currently serves on the boards of directors of Sumitomo Pharma, Sumitovant Biopharma Ltd. (“Sumitovant”) and Sumitomo Pharma Oncology, Inc. He also served as boards of directors of Myovant Sciences from December 2019 to October 2022 and Vice Chairman of the board of directors of Sunovion Pharmaceuticals Inc., a pharmaceutical company, from February 2011 to April 2014. Mr. Nomura received an economics degree from University of Tokyo. For his Industry Association Activities, Mr. Nomura served as a member of the Board Director of Pharmaceutical Research and Manufacturers of America (PhRMA). Mr. Nomura has also served as President, Kansai Pharmaceutical Industries Association (KPIA), and as Vice President, Japan Pharmaceutical Manufacturers Association (JPMA), in charge of International Affairs since May 2021. We believe that Mr. Nomura’s extensive knowledge of biotech and pharmaceutical industry and management experience qualify him to serve on the Board.

  6. Board of Directors Diversity

    Board of Directors Diversity Our Board of Directors believes that directors who provide a significant breadth of experience, knowledge and abilities in areas relevant to our business, while also representing a diversity in race, ethnicity and gender, contribute to a well-balanced and effective Board of Directors. As required by the rules of the Nasdaq Stock Market LLC (“Nasdaq”), we are providing information about the gender and demographic diversity of our directors in the format required by Nasdaq rules. The information in the matrix below is based solely on information provided by our directors about their gender and demographic self-identification. Directors who did not answer or indicated that they preferred not to answer a question are shown under “did not disclose demographic background” or “did not disclose gender” below.

  7. Board of Directors Diversity

    | Board Diversity Matrix (As of July 28, 2023) | | | | Total Number of Directors | 8 | | | Gender Identity | Female | Male | | Directors | 2 | 6 | | Demographic Background | | | | Asian | — | 1 | | White | 2 | 5 |

  8. Board of Directors Diversity

    Our Board Diversity Matrix as of July 26, 2022 can be found in the proxy statement for our 2022 Annual Meeting of Stockholders, filed with the SEC on July 26, 2022.

  9. Board of Directors’ Role in Risk Management

    Board of Directors’ Role in Risk Management Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our financial condition, development and commercialization activities, strategic direction, clinical and regulatory matters, operations and intellectual property. Management is responsible for the day-to-day management of risks we face, while our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The role of our Board of Directors in overseeing the management of our risks is conducted primarily through committees of the Board of Directors, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees. The full Board of Directors (or the appropriate committee of the Board of Directors in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on our company, and the steps we take to manage them. When a Board of Directors committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chair of the relevant committee reports on the discussion to the full Board of Directors during the committee reports portion of the next Board of Directors meeting. This enables our Board of Directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

  10. Board of Directors

    Board of Directors Our business and affairs are managed under the direction of our Board of Directors. Our Board of Directors consists of eight members, with Ilan Oren serving as Chair. Our Bye-laws provide for a classified Board of Directors divided into three classes serving staggered three-year terms as follows:

  11. Board of Directors

    | • | Class I directors are Ms. Epperly, Dr. Manchester and Mr. Gline, serving until our annual general meeting of shareholders in 2025; |

  12. Board of Directors

    | • | Class II directors are Mr. Gold and Ms. FitzGerald, serving until this annual general meeting of shareholders; and |

  13. Board of Directors

    | • | Class III directors are Mr. Nomura, Mr. Oren and Mr. Momtazee, serving until our annual general meeting of shareholders in 2024. |

  14. Board of Directors

    At each annual general meeting of shareholders, directors will be elected to succeed the class of directors whose terms have expired. This classification of our Board of Directors could have the effect of increasing the length of time necessary to change the composition of a majority of the Board of Directors. Our Bye-laws provide that the authorized number of directors (being no less than 5 directors and no more than 15 directors) may be changed only by resolution approved by a majority of our Board of Directors. During our fiscal year ended March 31, 2023, our Board of Directors held a total of seven meetings. All directors attended at least 75% of the aggregate of the number of Board of Directors meetings and meetings of the Board of Directors committees on which each such director served during the time each such director served on the Board of Directors or such committees. Three directors attended our 2022 annual general meeting of shareholders. Members of our Board of Directors are expected to attend all meetings of the Board of Directors and all meetings of the committees on which they serve. We encourage but do not require directors to attend our annual general meetings of shareholders.

  15. Compensation Committee

    | • | reviewing and approving the compensation of our directors; |

  16. Shareholder Recommendations of Director Nominees

    Shareholder Recommendations of Director Nominees The Nominating and Governance Committee will consider director candidates recommended by the Company’s shareholders. The Nominating and Governance Committee will evaluate any candidates recommended by shareholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management. To make a recommendation, please submit by accessing our website at https://investor.roivant.com/contact-ir. To make a nomination for the 2024 annual general meeting of shareholders, please refer to the timing requirements specified in the section of this Proxy Statement entitled “Questions and Answers About These Proxy Materials and Voting—When are shareholder proposals and director nominations due for next year’s annual general meeting of shareholders?”

  17. Director Compensation Table for Fiscal Year Ended March 31, 2023

    Director Compensation Table for Fiscal Year Ended March 31, 2023 The following table reflects certain information with respect to the compensation of members of the Board of Directors (excluding Mr. Gline, for whom compensation information is set forth below under “Executive Compensation”) in respect of the fiscal year ended March 31, 2023 (“Fiscal 2022”).

  18. Director Compensation Table for Fiscal Year Ended March 31, 2023

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($)(3)(4) | All Other Compensation ($) | Total Compensation ($) | | Vivek Ramaswamy | 133,333 | — | — | 30,875,935(5) | 31,009,268 | | Daniel Gold | 55,000 | 182,497 | 163,531 | — | 401,028 | | Keith Manchester | 45,000 | 182,497 | 163,531 | — | 391,028 | | Ilan Oren | 57,500 | 182,497 | 163,531 | — | 403,528 | | Masayo Tada | — | — | — | — | — | | James Momtazee | 62,500 | 175,000 | 156,810 | — | 394,310 | | Andrew Lo | 30,907 | 182,497 | 163,531 | — | 376,935 | | Patrick Machado | 14,217 | — | — | — | 14,217 | | Hiroshi Nomura | — | — | — | — | — | | Meghan FitzGerald | 2,342 | — | — | — | 2,342 | | Melissa Epperly | 37,774 | — | 616,243 | — | 654,017 |

  19. Director Compensation Table for Fiscal Year Ended March 31, 2023

    | (1) Messrs. Ramaswamy, Tada and Machado and Dr. Lo served on the Board of Directors until February 20, 2023, September 15, 2022, June 29, 2022 and November 17, 2022, respectively, and the amounts shown reflect fees paid for the partial year of service ending on the applicable above-referenced date. |

  20. Director Compensation Table for Fiscal Year Ended March 31, 2023

    | (2) In accordance with the Company’s Non-Employee Director Compensation Program, each of Messrs. Oren and Momtazee elected to receive unrestricted common shares in lieu of 100% of the cash retainers payable to them for service on the Board of Directors during Fiscal 2022 as reflected in this column. As a result of such elections, Mr. Oren received 9,971 common shares and Mr. Momtazee received 11,125 common shares in lieu of their cash retainers for Fiscal 2022. |

  21. Director Compensation Table for Fiscal Year Ended March 31, 2023

    | (3) The amounts reported in these columns reflect the aggregate grant date fair value of the restricted stock, RSU and option awards granted to our directors as computed in accordance with FASB ASC Topic 718 (“Topic 718”). |

  22. Director Compensation Table for Fiscal Year Ended March 31, 2023

    | (4) The following table provides information regarding the aggregate outstanding equity awards held as of March 31, 2023 by the current and former directors listed below. Each of Messrs. Tada and Nomura and Ms. FitzGerald did not hold any outstanding equity awards as of March 31, 2023. |

  23. Director Compensation Table for Fiscal Year Ended March 31, 2023

    | Name | RSUs (#) | CVARs (#) | Stock Options (#) | | Vivek Ramaswamy | — | 21,856,138‬(a) | 29,525,095(b) | | Daniel Gold | 52,142 | — | 71,850(c) | | Keith Manchester | 52,142 | — | 71,850(c) | | Ilan Oren | 52,142 | — | 71,850(c) | | James Momtazee | 50,000 | — | 68,897(c) | | Andrew Lo | — | — | 690,583(d) | | Patrick Machado | — | — | 520,383(e) | | Melissa Epperly | — | — | 186,916(f) |

  24. Director Compensation Table for Fiscal Year Ended March 31, 2023

    | (a) Mr. Ramaswamy holds (i) 12,073,846 Capped Value Appreciation Rights (“CVARs”) granted on March 26, 2020 with a hurdle price of $11.50, all of which were service-vested as of March 31, 2023 but had not satisfied the applicable hurdle price on an applicable measurement date and (ii) 9,782,292 CVARs granted on March 26, 2020 with a hurdle price of $6.40, all of which were service-vested as of March 31, 2023 but had not satisfied the applicable hurdle price on an applicable measurement date; provided, however, that in the event the fair market value of a common share is less than $9.20 per share as of the relevant date of determination (the “knock-in condition”), the CVARs will remain outstanding unless and until the knock-in condition is satisfied as of any applicable measurement date thereafter before the expiration date of the CVARs. Under the terms of the applicable award agreements, in the event any CVARs have service-vested but have not satisfied the applicable hurdle price on an applicable measurement date, then such service-vested CVARs will be deemed to remain outstanding and Mr. Ramaswamy will be provided the right to earn such service-vested CVARs if the hurdle price is satisfied on subsequent annual “hurdle measurement dates” prior to the original expiration date of the CVARs, being March 31, 2026. The hurdle measurement dates are March 30 of each of 2023 through 2026. If the hurdle price is not satisfied on any such subsequent annual hurdle measurement date prior to the expiration date of the CVARs, then the CVARs will be forfeited in their entirety on the expiration date. As described in footnote (5) below, in connection with Mr. Ramaswamy’s separation from Roivant Sciences, Inc. (“RSI”) in Fiscal 2022, his CVARs were modified pursuant to the Founder Equity Acceleration (as defined below). |

  25. Director Compensation Table for Fiscal Year Ended March 31, 2023

    | (b) Mr. Ramaswamy holds (i) 21,856,138 stock options granted on March 26, 2020 with an exercise price of $12.68, all of which were vested and exercisable as of March 31, 2023, (ii) 1,753,905 stock options granted on March 26, 2020 with an exercise price of $13.78, all of which were vested and exercisable as of March 31, 2023 and (iii) 5,915,052 stock options granted March 26, |

  26. Director Compensation Table for Fiscal Year Ended March 31, 2023

    2020 with an exercise price of $15.85, all of which were vested and exercisable as of March 31, 2023. As described in footnote (5) below, in connection with Mr. Ramaswamy’s separation from RSI in Fiscal 2022, his stock options were modified pursuant to the Founder Equity Acceleration.

  27. Director Compensation Table for Fiscal Year Ended March 31, 2023

    | (c) These stock options were granted on September 15, 2022 with an exercise price of $3.50 per share, all of which were unvested as of March 31, 2023. |

  28. Director Compensation Table for Fiscal Year Ended March 31, 2023

    | (d) Dr. Lo holds 690,583 stock options granted on October 20, 2016 with an exercise price of $5.19 per share, all of which are vested and exercisable as of March 31, 2023. |

  29. Director Compensation Table for Fiscal Year Ended March 31, 2023

    | (e) Mr. Machado holds (i) 219,465 stock options granted on October 20, 2016 with an exercise price of $5.19 per share, 170,167 of which were vested and exercisable as of March 31, 2023, (ii) 109,732 stock options granted on December 20, 2017 with an exercise price of $7.43 per share, all of which were vested and exercisable as of March 31, 2023, (iii) 109,732 stock options granted on January 22, 2019 with an exercise price of $11.19 per share, all of which were vested and exercisable as of March 31, 2023, (iv) 109,732 stock options granted on January 20, 2020 with an exercise price of $12.68 per share, of which 91,460 were vested and exercisable as of March 31, 2023 and (v) 109,732 stock options granted on May 2, 2021 with an exercise price of $10.00 per share, of which 39,292 were vested and exercisable as of March 31, 2023. Mr. Machado resigned from the Board of Directors on June 29, 2022, upon which all outstanding stock options that were unvested as of such date were forfeited and cancelled. In connection with his departure from the Board of Directors, on June 29, 2022, Mr. Machado entered into a consulting agreement with RSI. |

  30. Director Compensation Table for Fiscal Year Ended March 31, 2023

    | (f) Ms. Epperly holds 186,916 stock options granted on July 20, 2022 with an exercise price of $4.46 per share, none of which were vested or exercisable as of March 31, 2023. |

  31. Director Compensation Table for Fiscal Year Ended March 31, 2023

    | (5) In connection with his departure from the Board of Directors on February 20, 2023, Mr. Ramaswamy also ceased employment as Chairman of RSI as of such date and, consistent with the terms of Mr. Ramaswamy’s employment agreement dated May 14, 2021, entered into a separation agreement with the Company and RSI. Under the separation agreement, Mr. Ramaswamy agreed to continue to comply with certain restrictive covenant obligations and execute an irrevocable release of claims in favor of the Company, and the Company agreed to waive the remaining service-based vesting conditions applicable to his previously-granted awards of CVARs and nonqualified performance options under the Roivant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan (the “2015 EIP”) (provided that, in the case of the CVARs, such awards will otherwise remain subject to any other vesting conditions, including the achievement of any performance-based vesting conditions, or the satisfaction of any “knock-in” condition or hurdle price or caps) (the “Founder Equity Acceleration”). The equity awards that were the subject of the Founder Equity Acceleration were granted to Mr. Ramaswamy in March 2020 in consideration of his role as founder of the Company and CEO of RSI. No equity awards were granted to Mr. Ramaswamy subsequent to the 2020 grants described herein. The amount reported in this column represents (a) the incremental fair value of the CVAR and performance option awards modified pursuant to the Founder Equity Acceleration of $30,697,814, computed as of the modification date in accordance with Topic 718, in each case in respect of equity awards previously granted to Mr. Ramaswamy as founder of the Company, and (b) the following amounts provided to Mr. Ramaswamy for his services as an employee of RSI during Fiscal 2022 prior to his date of termination (i) cash base salary ($177,308), (ii) matching contributions under RSI’s 401(k) plan ($4,335), (iii) cell phone reimbursement ($600) and (iv) group life insurance coverage ($263). |

  32. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Our Board has approved a Non-Employee Directors Compensation Policy pursuant to which our non-employee directors will receive compensation for their service on the Board of Directors, as described below. The compensation payable to our non-employee directors under this policy is subject to the limitations on non-employee director compensation set forth in the 2021 EIP, which shall not exceed $750,000 (or $1,000,000 for such director’s first fiscal year of service on our Board) in total value (both equity and cash awards). Cash Retainers Our non-employee directors are entitled to receive annual cash retainers for their service, which are payable in equal quarterly installments as follows:

  33. Non-Employee Director Compensation Program

    | Role | Retainer | | Board Member | $40,000 | | Lead Independent Director | $25,000 | | Board Chair | $35,000 | | Audit Committee Chair | $20,000 | | Audit Committee Member | $10,000 | | Compensation Committee Chair | $15,000 | | Compensation Committee Member | $7,500 | | Nominating and Governance Committee Chair | $10,000 | | Nominating and Governance Committee Member | $5,000 |

  34. Non-Employee Director Compensation Program

    Prior to the last day of any fiscal year, a non-employee director may elect that either 50% or 100% of his or her annual cash retainers payable in the following fiscal year be paid in the form of unrestricted common shares. Initial Equity Retainer Upon a non-employee director’s initial commencement of service on our Board of Directors, each non-employee director will be entitled to receive an initial, one-time award of stock options under the 2021 EIP with an aggregate grant date value of $600,000. The initial option award will vest over a three-year period, with 1/3 vesting on the first anniversary of the applicable vesting commencement date and the remaining portion of the award vesting in 24 equal monthly installments, subject to the non-employee director’s continuous service through the applicable vesting date, except that, in the event of a change in control (as defined under the 2021 EIP), such stock options will become fully vested and exercisable. Annual Equity Retainers On the date of our annual general meeting of shareholders, each non-employee director (i) who has completed at least three (3) months of continuous service as a non-employee director as of the date of such meeting and (ii) whose term is scheduled to continue at least through the date of the next annual general meeting of shareholders will be entitled to receive (1) an annual award of stock options under the 2021 EIP with an aggregate grant date value of $200,000, and (2) an annual award of restricted stock units (“RSUs”) under the 2021 EIP with an aggregate grant date value of $200,000. If the non-employee director commences service on our board on a date other than at the annual general meeting of shareholders, then they will be entitled to receive a prorated annual equity award on the date of the next annual general meeting of shareholders following his or her start date, if he or she otherwise satisfies the eligibility requirements. Each annual equity award will vest and, if applicable, become exercisable in full on the one-year anniversary of the applicable vesting commencement date, subject to the non-employee director’s continuous service through such vesting date, except that, in the event of a change in control, any the annual equity awards will become fully vested and, if applicable, exercisable. The Compensation Committee approved a one-time amendment to our Non-Employee Director Compensation Program to reduce the aggregate grant date value of the annual equity retainers payable to our non-employee directors for Fiscal 2022 below the median of our previously assessed peer group from $400,000 to $365,000, which continued to be delivered 50% in the form of RSUs and 50% in the form of stock options.

  35. CORPORATE RESPONSIBILITY

    | • | Offer highly competitive short- and long-term incentives through both Roivant and Vant equity programs and meaningful performance-based bonuses |

  36. CORPORATE RESPONSIBILITY

    | • | Undertake rigorous analysis in partnership with third parties to ensure best compensation practices including internal and external benchmarking and yearly gender pay gap analyses |

  37. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation paid to the NEOs for the fiscal years noted.

  38. Summary Compensation Table

    | Name and Principal Position(1) | Fiscal Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(4) | Total ($) | | Matthew Gline Chief Executive Officer | 2022 | $725,000 | $1,036,750 | — | $47,206,737 | — | $10,339 | $48,978,825 | | | 2021 | $725,000 | $710,500 | $9,500,630 | $19,513,106 | — | $10,795 | $30,460,032 | | | 2020 | $350,000 | $455,000 | — | $7,497,000 | — | $8,550 | $8,310,550 | | Eric Venker, M.D., Pharm.D. President and Chief Operating Officer | 2022 | $569,806 | $637,630 | — | $47,206,737 | — | $73,794 | $48,487,966 | | | 2021 | $620,000 | $279,493 | $9,500,630 | $13,826,290 | — | $81,888 | $24,308,300 | | | 2020 | $275,000 | $455,000 | $5,734,500 | $3,748,500 | — | $83,550 | $10,296,550 | | Mayukh Sukhatme, M.D. President and Chief Investment Officer | 2022 | $450,000 | $1,243,500 | — | $47,206,737 | — | $25,346 | $48,925,582 | | | 2021 | $450,000 | $441,000 | — | $16,578,239 | — | $19,186 | $17,488,425 |

  39. Summary Compensation Table

    | (1) Dr. Sukhatme’s compensation is shown for Fiscal 2022 and the fiscal year ended March 31, 2022 (“Fiscal 2021”) only, as he was not a named executive officer for the fiscal year ended March 31, 2021 (“Fiscal 2020”). Mr. Gline has served as our Chief Executive Officer since January 2021 and previously served as our Chief Financial Officer from September 2017 through his appointment as Chief Executive Officer. Dr. Venker has served as our President and Chief Operating Officer since January 2021 and previously served as Chief Operating Officer from November 2018. |

  40. Summary Compensation Table

    | (2) The amounts reported in this column reflect the annual cash discretionary performance bonus paid to each of the NEOs in respect of each applicable fiscal year, which were earned and paid based on an assessment by the Board of Directors of both overall Company and individual performance. In consideration of the Company’s performance in Fiscal 2022, the Compensation Committee approved bonuses for each of the NEOs in excess of the target bonuses set forth in the NEOs’ employment agreements. |

  41. Summary Compensation Table

    | (3) The amounts reported in this column represent the aggregate grant date fair value of the awards of RSUs and nonqualified stock options granted to each of the NEOs during the applicable fiscal year under the 2015 EIP or the Roivant Sciences Ltd. 2021 Equity Incentive Plan (the “2021 EIP”), in each case as described in further detail below. The grant date fair value was calculated in accordance with Topic 718, excluding the effect of estimated forfeitures. For options, the grant date fair value was calculated using the Black-Scholes option pricing model, in accordance with FASB ASC Subtopic 718-10. The amounts reported for any awards subject to performance conditions were calculated based on the probable outcome of the performance conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating such grant date fair value are set forth in the notes to Roivant’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K previously filed with the SEC. Amounts reported do not reflect the actual economic value that may be realized by the applicable NEO. The increased number of the option awards reported in this column for Fiscal 2022 as compared to Fiscal 2021 reflects the fact that the option awards granted to the NEOs in Fiscal 2022 were intended to cover a multi-year period. No incremental option awards have been made to the NEOs in respect of the subsequent period. |

  42. Summary Compensation Table

    | (4) The amounts reported for Fiscal 2022 in this column reflect the following: |

  43. Summary Compensation Table

    | (a) For Mr. Gline, (i) matching contributions under RSI’s 401(k) plan ($9,150), (ii) cell phone reimbursement ($600), (iii) group life insurance coverage ($324) and (iv) company gifts ($265). |

  44. Summary Compensation Table

    | (b) For Dr. Venker, (i) fees received by Dr. Venker in Fiscal 2022 for his service on the boards of directors of certain private company affiliates of Roivant ($60,611), (ii) matching contributions under RSI’s 401(k) plan ($10,076), (iii) matching contributions under RSI’s health savings account ($1,900), (iv) cell phone reimbursement ($600) and (v) company gifts and other reimbursements ($283). |

  45. Summary Compensation Table

    | (c) For Dr. Sukhatme, (i) matching contributions under RSI’s 401(k) plan ($18,300), (ii) commuter benefits ($5,721), (iii) cell phone reimbursement ($600), (iv) group life insurance coverage ($540) and (v) company gifts ($185). |

  46. Narrative to Summary Compensation Table

    Narrative to Summary Compensation Table Employment Agreements We have entered into employment agreements with each of our named executive officers which are described in further detail below and which generally include the officer’s base compensation, annual bonus opportunity, entitlement to participate in our health and welfare benefit plans and certain restrictive covenants and severance entitlements on qualifying terminations of employment. Matthew Gline Mr. Gline is party to an employment agreement with RSI, dated May 14, 2021, which provides for at-will employment and no specified term of employment. Pursuant to Mr. Gline’s employment agreement, Mr. Gline’s annual base salary is $725,000, which is subject to adjustment at the discretion of the Board of Directors or the Compensation Committee of the Board of Directors. In addition, Mr. Gline is eligible to receive a discretionary annual performance bonus, with a target annual bonus equal to 100% of his annual base salary. The actual amount of any annual bonus will be based on an assessment by the Compensation Committee of Mr. Gline’s performance, as well as business conditions at the Company. Mr. Gline will also be eligible to receive discretionary periodic or annual equity incentive awards, based on Mr. Gline’s performance and business conditions at the Company, as determined in the sole discretion of the Compensation Committee. Mr. Gline is also entitled to participate in the employee benefit plans and programs (including any medical, dental, vision, life and disability insurance benefit plans and 401(k) plan) as provided by RSI to similarly situated full-time employees from time to time. Pursuant to Mr. Gline’s employment agreement, in the event Mr. Gline’s employment is terminated by RSI without “cause” (other than due to Mr. Gline’s death or “disability”) or Mr. Gline resigns for “good reason” (each as defined in Mr. Gline’s employment agreement), then, subject to Mr. Gline’s timely execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants, Mr. Gline will be entitled to receive (i) continued payment of his base salary for 12 months following the date of his termination, payable in accordance with RSI’s customary payroll procedures, (ii) an amount equal to his target annual bonus for the year of termination, payable in 12 equal monthly installments following the date of his termination and (iii) monthly reimbursement of COBRA premiums (less active employee rates) for 12 months following the date of his termination (or, if earlier, until the date Mr. Gline becomes eligible for coverage under a subsequent employer’s group health insurance plan). Pursuant to Mr. Gline’s employment agreement, in the event of a termination of Mr. Gline’s employment due to his death or disability, to the extent not already provided under the applicable award agreements and subject to the execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants, all service-based vesting conditions with respect to 50% of Mr. Gline’s then-outstanding equity awards granted prior to March 31, 2021 will be immediately waived, and will thereafter otherwise remain subject to the other existing terms and conditions of such awards (including the achievement of any applicable performance-based vesting conditions and any liquidity event vesting conditions, as the case may be). In addition, pursuant to the terms of Mr. Gline’s outstanding nonqualified performance-based stock options to purchase common shares under the 2015 EIP (“Performance Options”) and CVARs granted prior to March 31, 2021, in the event Mr. Gline’s employment is terminated by RSI without cause, due to Mr. Gline’s death or disability or Mr. Gline resigns for any reason (with or without good reason), subject to Mr. Gline’s timely execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants, all service-based vesting conditions with respect to 50% of Mr. Gline’s then-outstanding Performance Options and CVARs will be immediately waived, and will thereafter otherwise remain subject to the other existing terms and conditions of such awards (including the achievement of any applicable performance-based vesting conditions and any liquidity event vesting conditions, as the case may be). Eric Venker Dr. Venker is party to an employment agreement with RSI, dated May 14, 2021, which provides for at-will employment and no specified term of employment. Pursuant to Dr. Venker’s employment agreement, Dr. Venker’s annual base salary is $620,000, which is subject to adjustment at the discretion of the Compensation Committee. In addition, Dr. Venker is entitled to receive quarterly board fees in the amount of $3,125 per fiscal quarter (or such other amount as may be determined by Roivant) in respect of each private company affiliate of Roivant based in the United Kingdom for which Dr. Venker serves as a member of the board of directors. Dr. Venker’s annual base salary is reduced by the aggregate annual amount of such board fees payable to Dr. Venker. Dr. Venker is also eligible to receive a discretionary annual performance bonus, with a target annual bonus equal to 55% of his annual base salary (without giving effect to any reductions in such base salary for board fees). The actual amount of any annual bonus will be based on an assessment by the Compensation Committee of Dr. Venker’s performance, as well as business conditions at the Company. Dr. Venker will also be eligible to receive discretionary periodic or annual equity incentive awards, based on Dr. Venker’s performance and business conditions at the Company, as determined in the sole discretion of the Compensation Committee. Dr. Venker is also entitled to participate in the employee benefit plans and programs (including any medical, dental, vision, life and disability insurance benefit plans and 401(k) plan) as provided by RSI to similarly situated full-time employees from time to time. Pursuant to Dr. Venker’s employment agreement, in the event Dr. Venker’s employment is terminated by RSI without “cause” (other than due to Dr. Venker’s death or “disability”) or Dr. Venker resigns for “good reason” (each as defined in Dr. Venker’s employment agreement), then, subject to Dr. Venker’s timely execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants, Dr. Venker will be entitled to receive (i) continued payment of his base salary (without giving effect to any reductions in such base salary for board fees) for 12 months following the date of his termination, payable in accordance with RSI’s customary payroll procedures, (ii) an amount equal to his target annual bonus for the year of termination, payable in 12 equal monthly installments following the date of his termination and (iii) monthly reimbursement of COBRA premiums (less active employee rates) for 12 months following the date of his termination (or, if earlier, until the date Dr. Venker becomes eligible for coverage under a subsequent employer’s group health insurance plan). In addition, in the event of a termination of Dr. Venker’s employment due to his death or disability, subject to the execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants, all service-based vesting conditions with respect to 50% of Dr. Venker’s then-outstanding equity awards granted prior to March 31, 2021 will be immediately waived, and will thereafter otherwise remain subject to the other existing terms and conditions of such awards (including the achievement of any applicable performance-based vesting conditions and any liquidity event vesting conditions, as the case may be). Mayukh Sukhatme

  47. Narrative to Summary Compensation Table

    Dr. Sukhatme is party to an employment agreement with RSI, dated May 19, 2020, which provides for at-will employment and no specified term of employment. Pursuant to Dr. Sukhatme’s employment agreement, Dr. Sukhatme’s annual base salary is $350,000, which may be adjusted upward (but not downward) from time to time in the discretion of the Board of Directors or the board of directors of RSI. Dr. Sukhatme is also eligible to receive a discretionary annual performance bonus, with a target annual bonus equal to 100% of his annual base salary. The actual amount of any annual bonus will be based on an assessment by the CEO of Dr. Sukhatme’s performance, as well as business conditions at the Company. Dr. Sukhatme will also be eligible to receive discretionary periodic or annual equity incentive awards based on his performance and business conditions at the Company, as determined in the sole discretion of Board of Directors or, if applicable, the board of directors of RSI. Dr. Sukhatme is also entitled to participate in the employee benefit plans and programs (including any medical, dental, vision, life and disability insurance benefit plans and 401(k) plan) as provided by RSI to similarly situated full-time employees from time to time. Pursuant to Dr. Sukhatme’s employment agreement, in the event Dr. Sukhatme’s employment is terminated by RSI without “cause” (other than due to Dr. Sukhatme’s death or “disability”) or Dr. Sukhatme resigns for “good reason” (each as defined in Dr. Sukhatme’s employment agreement), then, subject to Dr. Sukhatme’s timely execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants, Dr. Sukhatme will be entitled to receive (i) continued payment of his base salary for 12 months following the date of his termination, payable in accordance with RSI’s customary payroll procedures, (ii) an amount equal to his target annual bonus for the year of termination (disregarding any reduction in base salary or target annual bonus that constitutes good reason), payable in 12 equal monthly installments following the date of his termination and (iii) monthly reimbursement of COBRA premiums (less active employee rates) for 12 months following the date of his termination (or, if earlier, until the date Dr. Sukhatme becomes eligible for coverage under a subsequent employer’s group health insurance plan). In addition, in the event of a termination of Dr. Sukhatme’s employment due to his death or disability, subject to the execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants, all service-based vesting conditions with respect to 50% of Dr. Sukhatme’s then-outstanding equity awards which are unvested will be immediately waived, and will thereafter otherwise remain subject to the other existing terms and conditions of such awards (including the achievement of any applicable performance-based vesting conditions and any liquidity event vesting conditions, as the case may be). Restrictive Covenants The employment agreements for each of the NEOs provide for customary non-competition and non-solicitation covenants that apply during the term of the NEO’s employment and at least 12 months thereafter. In addition, the employment agreements contain standard confidentiality and non-disparagement provisions that apply during the term of the NEO’s employment and perpetually thereafter.

  48. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth information concerning outstanding equity awards for the NEOs as of the end of Fiscal 2022. At the consummation of the Business Combination, each equity award reflected in the table below and then-outstanding was equitably adjusted in accordance with the terms of the agreement entered into in connection with the Business Combination (the “Business Combination Agreement”) and the 2015 EIP. The amounts set forth in the table reflect these adjustments, where applicable. For additional details regarding the treatment of outstanding equity awards held by the NEOs in connection with the Business Combination, see “Treatment of Equity Awards in Connection with the Business Combination” below.

  49. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR END

  50. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR END

    | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Numbers of Securities Underlying Unexercised Options (#) Exercisable | Numbers of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | | Matthew Gline | 4/20/2016 | 234,096 | — | $4.06 | 4/19/2026 | — | — | | | 5/21/2018 | 231,193 | — | $7.99 | 5/20/2028 | — | — | | | 5/20/2019 | — | — | — | — | 30,483(1) | 224,965(1) | | | 3/26/2020 | 1,108,016 | 255,695(2) | $12.68 | 3/31/2026 | — | — | | | 3/26/2020 | 1,846,692 | 426,160(2) | $12.68 | 3/31/2026 | — | — | | | 3/26/2020 | 1,108,016 | 255,695(3) | $6.40 | 3/31/2026 | — | — | | | 3/26/2020 | 1,846,692 | 426,160(3) | $11.50 | 3/31/2026 | — | — | | | 5/20/2020 | 621,817 | 256,043(4) | $13.07 | 5/19/2030 | — | — | | | 5/2/2021 | 515,853 | 609,607(4) | $10.00 | 5/1/2031 | — | — | | | 5/2/2021 | 644,818 | 762,008(4) | $10.00 | 5/1/2031 | — | — | | | 5/20/2021 | — | — | — | — | 514,595(1) | 3,797,711(1) | | | 4/20/2022 | — | 16,523,184(4) | $3.85 | 4/19/2032 | — | — | | Eric Venker | 11/20/2017 | 260,326 | — | $7.45 | 11/19/2027 | — | — | | | 5/21/2018 | 70,702 | — | $7.99 | 5/20/2028 | — | — | | | 5/20/2019 | 280,493 | 12,127(4) | $10.96 | 5/19/2029 | — | — | | | 3/26/2020 | 960,281 | 221,602(2) | $15.85 | 3/31/2026 | — | — | | | 5/20/2020 | — | — | — | — | 128,022(1) | 944,802(1) | | | 5/20/2020 | 310,908 | 128,022(4) | $13.07 | 5/19/2030 | — | — | | | 5/2/2021 | 257,926 | 304,805(4) | $10.00 | 5/1/2031 | — | — | | | 5/2/2021 | 644,818 | 762,008(4) | $10.00 | 5/1/2031 | — | — | | | 5/20/2021 | — | — | — | — | 514,595(1) | 3,797,711(1) | | | 4/20/2022 | — | 16,523,184(4) | $3.85 | 4/19/2032 | — | — | | Mayukh Sukhatme | 5/20/2019 | 1,097,325 | 2,560,425(4) | $10.96 | 5/19/2029 | — | — | | | 3/26/2020 | 2,068,296 | 477,299(2) | $12.68 | 3/31/2026 | — | — | | | 3/26/2020 | 1,108,016 | 255,695(2) | $12.68 | 3/31/2026 | — | — | | | 3/26/2020 | 2,068,296 | 477,299(3) | $6.40 | 3/31/2026 | — | — | | | 3/26/2020 | 1,108,016 | 255,695(3) | $11.50 | 3/31/2026 | — | — | | | 5/2/2021 | 902,715 | 1,066,839(4) | $10.00 | 5/1/2031 | — | — | | | 4/20/2022 | — | 16,523,184(4) | $3.85 | 4/19/2032 | — | — |

  51. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR END

    | (1) Reflects the grant of RSUs outstanding under the 2015 EIP that vest as follows: (i) 25% of the RSUs vest requirement on the first anniversary of the vesting commencement date and (ii) the remaining 75% of the RSUs vest in 36 successive equal monthly installments thereafter, in each case, subject to the holder’s continuous service through the applicable vesting date. The market value of the RSUs reflected in the table above is based on a share price of $7.38 per share, the fair market value of common shares as of March 31, 2023. In the event the NEO’s employment is involuntarily terminated for any reason other than for “cause” (other than due to death or Disability) within 12 months following the consummation of a “change in control,” the RSUs will become fully vested. In |

  52. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR END

    the event of a termination of the NEO’s employment due to the NEO’s death or Disability, all service-based vesting conditions (including any requirement that the NEO be employed at the time of achievement of an applicable performance-based vesting condition) with respect to fifty percent (50%) of each of the NEO’s equity incentive awards that were granted prior to March 31, 2021 under the 2015 EIP and that are outstanding as of the Termination Date (as defined in the applicable employment agreement) shall be immediately waived; provided that, such equity awards shall remain subject to any additional vesting conditions or other terms and conditions otherwise applicable to such awards.

  53. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR END

    | (2) Reflects the grant of non-qualified “performance options” outstanding under the 2015 EIP that vest and become exercisable as follows: (i) 25% of the performance options vested on December 27, 2020 and (ii) the remaining 75% of the performance options vest in 36 successive equal monthly installments thereafter, in each case, subject to the holder’s continuous service through the applicable vesting date. |

  54. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR END

    | (3) Reflects the grant of CVARs with respect to common shares outstanding under the 2015 EIP that service-vest (i) 25% on December 27, 2020 and (ii) the remaining 75% of the CVARs vest in 36 successive equal monthly installments thereafter, in each case, subject to the holder’s continuous service through the applicable vesting date. To the extent the CVARs satisfy the vesting conditions, the CVARs will entitle the holder to a payment equal to the product of (i) the number of vested CVARs multiplied by (ii) the excess (if any) of (A) the fair market value of a common share as of the relevant date of determination (capped at $12.68 per share) over (B) the applicable hurdle price (as described in the footnote 5 below) (the “CVAR Amount”). However, for CVARs with a hurdle price of $6.40 per share, no CVAR Amount will be payable in respect of vested CVARs if the fair market value of a common share is less than $9.20 per share as of the relevant date of determination (the “knock-in condition”); instead, such CVARs will remain outstanding unless and until the knock-in condition is satisfied as of any applicable measurement date thereafter before the expiration date of the CVARs (i.e., March 31, 2026) (the “CVAR Expiration Date”). Once payable, the CVARs will be settled in a number of common shares determined by dividing (i) the applicable CVAR Amount by (ii) the fair market value of a common share as of the applicable payment date. In the event any CVARs have satisfied all applicable vesting conditions but have not satisfied the applicable “hurdle price” on an applicable measurement date (i.e., the closing price per common share does not exceed the applicable hurdle price as of such applicable measurement date), then such CVARs will be deemed to remain outstanding and the applicable award holder will be provided the right to earn such CVARs if the hurdle price is satisfied on a subsequent annual “hurdle measurement date” prior to the CVAR Expiration Date. The “hurdle measurement dates” will be March 30 of each of years 2023 through 2026. If the hurdle price is not satisfied on any such subsequent annual hurdle measurement date prior to the expiration date of the CVARs, then the CVARs will be forfeited in their entirety on the expiration date. If the hurdle price is satisfied on any such hurdle measurement date, then the applicable “CVAR Amount” in respect of such earned CVARs (which will be calculated based on the excess of the closing price per common share on the applicable hurdle measurement date (up to the existing “cap” price per common share) over the hurdle price) will be paid to the CVAR holder in common shares. The number of common shares to be delivered to the holder in respect of the applicable earned CVAR Amount will be based on the closing price per common share on the applicable payment date of the CVAR Amount (or portion thereof). |

  55. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR END

    | (4) Reflects the grant of nonqualified stock options to purchase common shares outstanding under the 2015 EIP or the 2021 EIP that vest and become exercisable as follows: (i) 25% of the stock options vest and become exercisable on the first anniversary of the vesting commencement date and (ii) the remaining 75% vest in 36 successive equal monthly installments thereafter, in each case, subject to the holder’s continuous service through the applicable vesting date (except that, solely in the case of the May 20, 2019 grant of nonqualified stock options to Dr. Sukhatme, the vesting schedule is as follows: 6%, 10%, 14%, 18%, 22%, 30% of the stock options vest and become exercisable on the first, second, third, fourth, fifth and sixth anniversary of the vesting commencement date, respectively). For stock options held by Mr. Gline and Dr. Venker that were granted in 2017 or 2018, immediately prior to (and contingent upon) the occurrence of a “change in control” (as defined in the 2015 EIP), the stock options will become fully vested. For stock options held by the NEOs that were granted after 2018, in the event the NEO’s employment is involuntarily terminated without “cause” (as defined in the 2015 EIP or the 2021 EIP, as applicable, and the applicable award agreement) (other than in the case of death or Disability (as defined in the applicable employment agreement)) within 12 months following (or, in the case of stock options granted to the NEOs in 2021, at any time following) the consummation of a “change in control,” the stock options will become fully vested. In the event of a termination of the NEO’s employment due to the NEO’s death or Disability, all service-based vesting conditions (including any requirement that the NEO be employed at the time of achievement of an applicable performance-based vesting condition) with respect to fifty percent (50%) of each of NEO’s equity incentive awards that were granted prior to March 31, 2021 under the 2015 EIP or the 2021 EIP, as applicable, and that are outstanding as of the Termination Date (as defined in the applicable employment agreement) shall be immediately waived; provided that, such equity awards shall remain subject to any additional vesting conditions or other terms and conditions otherwise applicable to such awards. |