DEF 14A of Roivant Sciences Ltd., Jul 26, 2024

DEF 14A of Roivant Sciences Ltd.

Filed Jul 26, 2024 · FY20230001140361-24-034423

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 three (3) Class III 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, 2027, and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal. All of the nominees are Class III directors whose current term is expiring. All directors 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 Ilan Oren is the Chair of Roivant’s Board of Directors, a position he has held since 2023, having served as a Director of Roivant since 2014. He has served as Co-Chief Executive Officer of Dexcel Pharma, part of a privately-owned Israeli group of pharmaceutical companies, since November 2019. Mr. Oren is an indirect shareholder and a director of Dexcel Pharma and a shareholder and director of Dexxon Holdings. 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 board of directors of Clexio Biosciences and Kriya Therapeutics and has previously served on the board of directors of 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. James C. Momtazee has served as a Director of Roivant since 2021. Mr. Momtazee is the Managing Partner of Patient Square Capital, LP, 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 also serves on the board of directors of Apollo Therapeutics, BridgeBio Pharma, Enavate Sciences, Elevage Medical Technologies, Kriya Therapeutics, Syneos Health and the Medical Device Manufacturers Association. He previously served on the boards 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. Mayukh Sukhatme has served as a Director of Roivant since 2023. Dr. Sukhatme is also our President and Chief Investment Officer, a position he has held since January 2021, and is responsible for identifying, performing diligence on, devising development strategies for, and transacting on new therapeutic programs for Roivant. Dr. Sukhatme also informs Roivant’s view of its existing biopharmaceutical subsidiary companies for capital allocation decisions across the Roivant portfolio. Dr. Sukhatme joined Roivant in 2015 and previously served as President of Roivant Pharma and as our Chief Business Officer. Programs that Dr. Sukhatme has in-licensed or acquired for Roivant have produced all 10 of our positive Phase 3 studies and have garnered 6 FDA approvals. From 2000 to 2015, Dr. Sukhatme was a healthcare-focused analyst and portfolio manager for several large institutional investment firms, including both public markets and venture capital firms. His principal focus was on development-stage biotechnology and pharmaceutical companies, where he led diligence and investment decisions on numerous companies and pharmaceutical compounds across a wide variety of therapeutic areas. Dr. Sukhatme earned his M.D. from Harvard Medical School and his B.S. in Biology and B.S. in Literature from MIT. Our Board of Directors believes that Dr. Sukhatme’s experience in various roles at our company and his experience investing in the life sciences industry qualify him to serve as a member of our Board of Directors.

  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. As CEO, Mr. Gline plays a key role in setting the strategy for Roivant along with the rest of the Board of Directors and executing on that strategy with our management team, including making capital allocation decisions across the Roivant portfolio. 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. He serves as a Partner and the Head of Life Sciences at QVT Financial LP, an investment firm with offices in New York and New Delhi, 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. Dr. Manchester also currently serves on the board of directors of Arbutus Biopharma Corporation and Kriya Therapeutics. He received his A.B. from Harvard College and his M.D. from Harvard Medical School. 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 2022. Ms. Epperly most recently served as Chief Financial Officer at Zentalis Pharmaceuticals, Inc., from September 2019 to April 2024. Prior to that, she served as Chief Financial Officer of PsiOxus Therapeutics Ltd., a clinical-stage gene therapy cancer company, from June 2018 to August 2019, and as Chief Financial Officer and Head of Business Development at R-Pharm US, a commercial-stage oncology company, from October 2015 to June 2018. Ms. Epperly also 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 II Directors: Currently Serving Until the 2026 Annual Meeting

    Class II Directors: Currently Serving Until the 2026 Annual Meeting Daniel Gold has served as a Director of Roivant since 2020. Mr. Gold is the Founder and CEO of QVT Financial LP, an investment firm with offices in New York and New Delhi, and the QVT Family Office. QVT Financial, through its managed and affiliated multi-strategy funds, is an experienced global investor in multiple industries, including biotech, financial, shipping and offshore industries. Mr. Gold founded QVT Financial in 2003. Mr. Gold also currently serves on the boards of directors of Okeanis Eco Tankers Corp., Awilco Drilling PLC and NAXS AB, in addition to various private companies. Mr. Gold holds an A.B. in Physics from Harvard College. 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 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. Our Board of Directors believes that Ms. FitzGerald’s broad range of experience in the healthcare industry qualifies her to serve as a member of our Board of Directors.

  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.

  7. Board of Directors Diversity

    | Board Diversity Matrix (As of July 26, 2024) | | | | 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 28, 2023 can be found in the proxy statement for our 2023 Annual Meeting of Shareholders, filed with the SEC on July 31, 2023.

  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, our holdings of cash and cash equivalents, our development and commercialization activities, our strategic planning, our clinical and regulatory matters, our operations and our intellectual property strategy. 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 our annual general meeting of shareholders in 2026; and |

  13. Board of Directors

    | • | Class III directors are Mr. Oren, Mr. Momtazee and Dr. Sukhatme, serving until this annual general meeting of shareholders. |

  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 five directors and no more than 15 directors) may be changed only by resolution approved by a majority of our Board of Directors. During Fiscal 2023, our Board of Directors held a total of eight 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. Five directors attended our 2023 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 2025 annual general meeting of shareholders, please refer to the timing requirements specified in the section of this Proxy Statement entitled “Questions and Answers About the Annual Meeting–When are shareholder proposals and director nominations due for next year’s annual general meeting of shareholders?”

  17. 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 are eligible to 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 Roivant Sciences Ltd. 2021 Equity Incentive Plan (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 For Fiscal 2023, our non-employee directors were entitled to receive annual cash retainers for their service, payable in equal quarterly installments as follows:

  18. 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 |

  19. 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. The Compensation Committee amended the Company’s Non-Employee Directors Compensation Policy, effective from and after April 1, 2024, to reflect the following revised annual cash retainers, payable in equal quarterly installments:

  20. Non-Employee Director Compensation Program

    | Role | Retainer | | Board Member | $50,000 | | Lead Independent Director | $25,000 | | Board Chair | $35,000 | | Audit Committee Chair | $25,000 | | Audit Committee Member | $12,500 | | Compensation Committee Chair | $20,000 | | Compensation Committee Member | $10,000 | | Nominating and Governance Committee Chair | $12,000 | | Nominating and Governance Committee Member | $6,000 |

  21. Non-Employee Director Compensation Program

    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, the annual equity awards will become fully vested and, if applicable, exercisable.

  22. Director Compensation Table for Fiscal 2023

    Director Compensation Table for Fiscal 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 Fiscal 2023.

  23. Director Compensation Table for Fiscal 2023

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2)(3) | Option Awards(2)(3) | All Other Compensation | Total Compensation | | Daniel Gold | $55,000 | $199,997 | $194,247 | — | $449,244 | | Keith Manchester | $48,342 | $199,997 | $194,247 | — | $442,586 | | Ilan Oren | $94,250 | $199,997 | $194,247 | — | $477,994 | | James Momtazee | $65,000 | $199,997 | $194,247 | — | $459,244 | | Meghan FitzGerald | $51,684 | $100,273 | $789,720 | — | $941,677 | | Melissa Epperly | $50,000 | $199,997 | $194,247 | — | $444,244 | | Mayukh Sukhatme* | — | — | — | $574,560(4) | $574,560 | | Hiroshi Nomura* | — | — | — | — | — |

  24. Director Compensation Table for Fiscal 2023

    | * Dr. Sukhatme joined the Board of Directors on November 8, 2023. Mr. Nomura served on the Board of Directors until August 31, 2023. |

  25. Director Compensation Table for Fiscal 2023

    | (1) In accordance with the Company’s Non-Employee Director Compensation Policy, each of Mr. Oren, Mr. Momtazee, Ms. FitzGerald and Ms. Epperly 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 2023 as reflected in this column. As a result of such elections, Mr. Oren received 9,228 common shares, Mr. Momtazee received 6,318 common shares, Ms. FitzGerald received 5,010 common shares and Ms. Epperly received 4,859 common shares, in each case in lieu of their cash retainers for Fiscal 2023. For Mr. Oren, the amount reported in this column and the 9,228 common shares referenced in the prior sentence includes $1,750 (representing 236 common shares issued in lieu of Mr. Oren’s cash retainer) paid in Fiscal 2023 in respect of service provided in Fiscal 2022. |

  26. Director Compensation Table for Fiscal 2023

    | (2) The amounts reported in these columns reflect the aggregate grant date fair value of the RSU and option awards, as applicable, granted to our non-employee directors as computed in accordance with FASB ASC Topic 718 (“Topic 718”), excluding the grant date fair value of any common shares granted to our non-employee directors in lieu of the cash retainers payable to them for service on the Board of Directors, as reported in the column titled “Fees Earned or Paid in Cash.” |

  27. Director Compensation Table for Fiscal 2023

    | (3) The following table provides information regarding the aggregate outstanding equity awards held as of March 31, 2024 by the directors listed below. Mr. Nomura did not hold any outstanding equity awards as of March 31, 2024. |

  28. Director Compensation Table for Fiscal 2023

    | Name | RSUs (#) | Stock Options (#) | CVARs (#) | | Daniel Gold | 17,825 | 98,445(a) | — | | Keith Manchester | 17,825 | 98,445(a) | — | | Ilan Oren | 17,825 | 98,445(a) | — | | James Momtazee | 17,825 | 95,492(b) | — | | Melissa Epperly | 17,825 | 213,511(c) | — | | Meghan FitzGerald | 8,937 | 131,912(d) | — | | Mayukh Sukhatme | — | 26,059,794(e) | 1,306,889(f) |

  29. Director Compensation Table for Fiscal 2023

    | (a) Includes (i) 71,850 stock options granted on September 15, 2022 with an exercise price of $3.50 per share, all of which were vested as of March 31, 2024 and (ii) 26,595 stock options granted on September 12, 2023 with an exercise price of $11.22 per share, none of which were vested as of March 31, 2024. |

  30. Director Compensation Table for Fiscal 2023

    | (b) Includes (i) 68,897 stock options granted on September 15, 2022 with an exercise price of $3.50 per share, all of which were vested as of March 31, 2024 and (ii) 26,595 stock options granted on September 12, 2023 with an exercise price of $11.22 per share, none of which were vested as of March 31, 2024. |

  31. Director Compensation Table for Fiscal 2023

    | (c) Includes (i) 186,916 stock options granted on July 20, 2022 with an exercise price of $4.46 per share, 108,645 of which were vested as of March 31, 2024 and (ii) 26,595 stock options granted on September 12, 2023 with an exercise price of $11.22 per share, none of which were vested as of March 31, 2024. |

  32. Director Compensation Table for Fiscal 2023

    | (d) Includes (i) 118,578 stock options granted on April 20, 2023 with an exercise price of $8.80 per share, 39,131 of which were vested as of March 31, 2024 and (ii) 13,334 stock options granted on September 12, 2023 with an exercise price of $11.22 per share, none of which were vested as of March 31, 2024. |

  33. Director Compensation Table for Fiscal 2023

    | (e) Includes (i) 3,657,750 stock options granted on May 20, 2019 with an exercise price of $10.96 per share, 1,755,720 of which were vested as of March 31, 2024, (ii) 3,909,306 stock options granted on March 26, 2020 with an exercise price of $12.68 per share, all of which were vested as of March 31, 2024, (iii) 1,969,554 stock options granted on May 2, 2021 with an exercise price of $10.00 per share, 1,395,102 of which were vested as of March 31, 2024 and (iv) 16,523,184 stock options granted on April 20, 2022 with an exercise price of $3.85 per share, 7,917,359 of which were vested as of March 31, 2024. |

  34. Director Compensation Table for Fiscal 2023

    | (f) Reflects the grant of CVARs that are fully service-vested. The CVARs 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 $11.50 hurdle price (the “CVAR Amount”). Once payable, the CVARs will be settled in a number of common shares determined by dividing (i) the applicable CVAR Amount by |

  35. Director Compensation Table for Fiscal 2023

    (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 $11.50 hurdle price on an applicable measurement date (i.e., the closing price per common share does not exceed the $11.50 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 $11.50 hurdle price is satisfied on a subsequent annual “hurdle measurement date” prior to the CVAR Expiration Date. The future “hurdle measurement dates” will be March 30 of each of years 2025 and 2026. If the $11.50 hurdle price is not satisfied on any such subsequent annual hurdle measurement date prior to the expiration date of the CVARs, then the remaining CVARs will be forfeited in their entirety on the expiration date. If the $11.50 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 $11.50 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.

  36. Director Compensation Table for Fiscal 2023

    | (4) The amount reported in this column represents the following compensation provided to Dr. Sukhatme for his services as an employee of Roivant Sciences, Inc. during Fiscal 2023 (including for the portion of Fiscal 2023 prior to his appointment to the Board of Directors): (i) cash base salary ($550,000), (ii) commuter benefits ($11,120), (iii) matching contributions under RSI’s 401(k) plan ($11,100), (iv) company gifts ($930), (v) group life insurance coverage ($810) and (vi) cell phone reimbursement ($600). The Compensation Committee did not award Dr. Sukhatme an annual cash bonus in respect of Fiscal 2023 or grant him any incentive equity awards in Fiscal 2023 as the Compensation Committee engaged in a comprehensive process to evaluate and design a long-term incentive and retention package for Dr. Sukhatme and certain other senior executives. In July 2024, the Compensation Committee implemented a multi-year incentive compensation program for Dr. Sukhatme and certain other senior executives that is designed to both ensure the long-term retention and stability of our executive team and to deliver long-term transformational value to our shareholders, including by directly linking award payouts to significant accretion in shareholder value. For more information on those awards, see “Executive Compensation—Fiscal 2024 Senior Executive Compensation Program.” |

  37. CORPORATE RESPONSIBILITY

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

  38. CORPORATE RESPONSIBILITY

    | • | Undertake rigorous benchmarking analyses in partnership with third parties to ensure competitive compensation practices and conduct annual pay equity analyses to detect, analyze and remediate any compensation disparities where appropriate |

  39. EXECUTIVE COMPENSATION

    The disclosures below include compensation information for Mr. Gline in respect of Fiscal 2023 and Fiscal 2022, and for Mr. Pulik and Ms. Kumar in respect of Fiscal 2023, in accordance with SEC disclosure rules. The Compensation Committee of the Board of Directors did not award Mr. Gline, Dr. Sukhatme or Dr. Venker, who were our NEOs for Fiscal 2022, an annual cash bonus in respect of Fiscal 2023 or grant those executives incentive equity awards in Fiscal 2023 as the Compensation Committee engaged in a comprehensive process to evaluate and design a long-term incentive and retention package for them. In July 2024, the Compensation Committee implemented a multi-year incentive compensation program for each of those executives that is designed to both ensure the long-term retention and stability of our executive team and to deliver long-term transformational value to our shareholders, including by directly linking award payouts to significant accretion in shareholder value. For more information on those awards, see below under “Fiscal 2024 Senior Executive Compensation Program.”

  40. Background on Our Executive Compensation Program

    | • | Retain an Independent Compensation Consultant. The Compensation Committee engages its own independent compensation consultant, Aon, to provide information, analysis and advice on our executive compensation program. |

  41. Background on Our Executive Compensation Program

    | • | Emphasis on Variable Compensation. Our compensation program emphasizes variable incentive-based compensation, with a particular emphasis on long-term equity incentive compensation that vests over a multi-year period, consistent with our retention objectives. |

  42. Background on Our Executive Compensation Program

    | • | “Double-Trigger” Vesting on a Change of Control. Our executive officers’ equity awards generally have “double-trigger” change of control provisions, providing for acceleration on an involuntary termination of employment without “cause” following a change of control. |

  43. Summary Compensation Table

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

  44. Summary Compensation Table

    | Name and Principal Position(1) | Fiscal Year | Salary | Bonus(2)(3) | Stock Awards(4) | Option Awards(4) | Non-Equity Incentive Plan Compensation | All Other Compensation(5) | Total | | Matthew Gline Chief Executive Officer | 2023 | $725,000 | — | — | — | — | $13,189 | $738,189 | | | 2022 | $725,000 | $1,036,750 | — | $47,206,737 | — | $10,339 | $48,978,825 | | Richard Pulik Chief Financial Officer | 2023 | $425,000 | $1,846,250 | $587,048 | $2,273,748 | — | $17,388 | $5,149,434 | | Rakhi Kumar Chief Accounting Officer | 2023 | $375,000 | $1,657,828 | $587,048 | $1,698,113 | — | $13,170 | $4,331,159 |

  45. Summary Compensation Table

    | (1) For each of Mr. Pulik and Ms. Kumar, compensation information is presented for Fiscal 2023 only, as they were not named executive officers in Fiscal 2022. As noted above, the Compensation Committee did not award Mr. Gline an annual cash bonus in respect of Fiscal 2023 or grant him any incentive equity awards in Fiscal 2023 as the Compensation Committee engaged in a comprehensive process to evaluate and design a long-term incentive and retention package for Mr. Gline and certain other senior executives. In July 2024, the Compensation Committee implemented a multi-year incentive compensation program for Mr. Gline and certain other senior executives that is designed to both ensure the long-term retention and stability of our executive team and to deliver long-term transformational value to our shareholders, including by directly linking award payouts to significant accretion in shareholder value. For more information on those awards, see “Fiscal 2024 Senior Executive Compensation Program.” |

  46. Summary Compensation Table

    | (2) The amounts reported in this column include the annual discretionary cash performance bonus paid to the applicable NEO, if any, in respect of the applicable fiscal year, which was earned and paid based on an assessment by the Board of Directors of both overall Company and individual executive performance. In consideration of the Company’s performance in Fiscal 2023, the Compensation Committee approved bonuses for each of Mr. Pulik and Ms. Kumar in excess of the target bonuses set forth in their employment agreements, as follows: for Mr. Pulik, $446,250, and for Ms. Kumar, $393,750. |

  47. Summary Compensation Table

    | (3) In December 2023, the Board of Directors established a broad-based employee cash retention bonus program for eligible employees of the Company. The aggregate amount of the special one-time cash retention bonuses under this program payable to Mr. Pulk and Ms. Kumar are $2,800,000 and $2,528,156, respectively. These retention bonuses vest and become payable as follows: (i) 50% of the retention bonus was vested and paid in Fiscal 2023, (ii) 25% of the retention bonus will vest and become payable on or about September 20, 2024 and (iii) the remaining 25% of the retention bonus will vest and become payable on or about September 19, 2025, in each case subject to the executive’s continued service through the applicable vesting date. The amounts reported in this column include the portion of the cash retention bonus awards made to each of Mr. Pulik and Ms. Kumar that vested and were paid in Fiscal 2023 ($1,400,000 for Mr. Pulik and $1,264,078 for Ms. Kumar). |

  48. Summary Compensation Table

    | (4) The amounts reported in these columns represent the aggregate grant date fair value of the awards of RSUs and nonqualified stock options granted to the applicable NEO, if any, during the applicable fiscal year under the Amended and Restated Roivant Sciences Ltd. 2015 Equity Incentive Plan (the “2015 EIP”) or 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 |

  49. Summary Compensation Table

    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.

  50. Summary Compensation Table

    | (5) The amounts reported for Fiscal 2023 in this column reflect the following: |

  51. Summary Compensation Table

    | (a) For Mr. Gline, (i) matching contributions under RSI’s 401(k) plan ($11,100), (ii) company gifts ($989), (iii) cell phone reimbursement ($600) and (iv) group life insurance coverage ($500). |

  52. Summary Compensation Table

    | (b) For Mr. Pulik, (i) matching contributions under RSI’s 401(k) plan ($15,250), (ii) company gifts ($930), (iii) group life insurance coverage ($608) and (iv) cell phone reimbursement ($600). |

  53. Summary Compensation Table

    | (c) For Ms. Kumar, (i) matching contributions under RSI’s 401(k) plan ($11,100), (ii) company gifts ($930), (iii) cell phone reimbursement ($600) and (iv) group life insurance coverage ($540). |

  54. 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. 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. 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). Richard Pulik Mr. Pulik is party to an employment agreement with RSI, dated August 31, 2021, which provides for at-will employment and no specified term of employment. Pursuant to Mr. Pulik’s employment agreement, Mr. Pulik’s annual base salary was initially $400,000, subsequently increased to $425,000, which is subject to further adjustment at the discretion of the Compensation Committee. Mr. Pulik 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 Compensation Committee of Mr. Pulik’s performance, as well as business conditions at the Company. Mr. Pulik is also eligible to receive discretionary periodic or annual equity incentive awards, based on Mr. Pulik’s performance and business conditions at the Company, as determined in the sole discretion of the Compensation Committee. Mr. Pulik 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. Pulik’s employment agreement, in the event Mr. Pulik’s employment is terminated by RSI without “cause” (other than due to Mr. Pulik’s death or “disability”) or Mr. Pulik resigns for “good reason” (each as defined in Mr. Pulik’s employment agreement), then, subject to Mr. Pulik’s timely execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants, Mr. Pulik will be entitled to receive (i) continued payment of his base salary for six months following the date of his termination, payable in accordance with RSI’s customary payroll procedures, (ii) an amount equal to 50% of his target annual bonus for the year of termination, payable in six equal monthly installments following the date of his termination and (iii) monthly reimbursement of COBRA premiums (less active employee rates) for six months following the date of his termination (or, if earlier, until the date Mr. Pulik becomes eligible for coverage under a subsequent employer’s group health insurance plan). In the event Mr. Pulik is terminated without “cause” (other than due to Mr. Pulik’s death or “disability”) within 12 months immediately following the date of the consummation of a change in control, Mr. Pulik’s sign-on grant of RSUs and stock options will fully vest. Rakhi Kumar

  55. Narrative to Summary Compensation Table

    Ms. Kumar is party to an employment agreement with RSI, dated June 5, 2023, which provides for at-will employment and no specified term of employment. Pursuant to Ms. Kumar’s employment agreement, Ms. Kumar’s annual base salary is $375,000, which is subject to adjustment at the discretion of the Compensation Committee. Ms. Kumar is also eligible to receive a discretionary annual performance bonus, with a target annual bonus equal to 100% of her annual base salary. The actual amount of any annual bonus will be based on an assessment by the Compensation Committee of Ms. Kumar’s performance, as well as business conditions at the Company. Ms. Kumar is also eligible to receive discretionary periodic or annual equity incentive awards, based on Ms. Kumar’s performance and business conditions at the Company, as determined in the sole discretion of the Compensation Committee. Ms. Kumar 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 Ms. Kumar’s employment agreement, in the event Ms. Kumar’s employment is terminated by RSI without “cause” (other than due to Ms. Kumar’s death or “disability”) or Ms. Kumar resigns for “good reason” (each as defined in Ms. Kumar’s employment agreement), then, subject to Ms. Kumar’s timely execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants, Ms. Kumar will be entitled to receive (i) continued payment of her base salary (without giving effect to any reductions in such base salary for board fees) for 12 months following the date of her termination, payable in accordance with RSI’s customary payroll procedures, (ii) an amount equal to 100% of her target annual bonus for the year of termination, payable in 12 equal monthly installments following the date of her termination and (iii) monthly reimbursement of COBRA premiums (less active employee rates) for 12 months following the date of her termination (or, if earlier, until the date Ms. Kumar becomes eligible for coverage under a subsequent employer’s group health insurance plan). In addition, in the event of a termination of Ms. Kumar’s employment due to her 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 Ms. Kumar’s then-outstanding equity awards (regardless of when granted) 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, as the case may be).

  56. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table sets forth information regarding outstanding equity awards held by our NEOs as of the end of Fiscal 2023.

  57. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

  58. OUTSTANDING EQUITY AWARDS AT 2023 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 | — | — | | | 3/26/2020 | 1,363,711 | — | $12.68(1) | 3/31/2026 | — | — | | | 3/26/2020 | 2,272,852 | — | $12.68(1) | 3/31/2026 | — | — | | | 3/26/2020 | 2,178,150 | — | $11.50(2) | 3/31/2026 | — | — | | | 5/20/2020 | 841,282 | 36,578(3) | $13.07 | 5/19/2030 | — | — | | | 5/2/2021 | 797,211 | 328,249(3) | $10.00 | 5/1/2031 | — | — | | | 5/2/2021 | 996,514 | 410,312(3) | $10.00 | 5/1/2031 | — | — | | | 5/20/2021 | — | — | — | — | 277,091(4) | $2,920,539.14(4) | | | 4/20/2022 | 7,917,359 | 8,605,825(3) | $3.85 | 4/19/2032 | — | — | | Richard Pulik | 9/28/2021 | — | — | — | — | 82,505(4) | $869,602.70(4) | | | 10/20/2021 | 195,887 | 117,532(5) | $6.00 | 10/19/2031 | — | — | | | 4/20/2022 | 479,167 | 520,833(5) | $3.85 | 4/19/2032 | — | — | | | 4/20/2023 | — | — | — | — | 66,710(6) | $703,123.40(6) | | | 4/20/2023 | — | 383,496(5) | $8.80 | 4/19/2033 | — | — | | Rakhi Kumar | 3/26/2020 | 90,914 | — | $12.68(1) | 3/31/2026 | — | — | | | 3/26/2020 | 272,742 | — | $15.85(1) | 3/31/2026 | — | — | | | 3/26/2020 | 87,126 | — | $11.50(2) | 3/31/2026 | — | — | | | 5/20/2020 | — | — | — | 5/19/2030 | 1,595(4) | $16,811.30(4) | | | 5/20/2020 | 56,109 | 2,441(7) | $13.07 | 5/19/2030 | — | — | | | 5/2/2021 | 60,643 | 24,960(7) | $10.00 | 5/1/2031 | — | — | | | 5/20/2021 | — | — | — | — | 26,241(4) | $276,580.14(4) | | | 4/20/2022 | 229,167 | 520,833(7) | $3.85 | 4/19/2032 | — | — | | | 4/20/2023 | — | — | — | — | 66,710(8) | $703,123.40(8) | | | 4/20/2023 | — | 286,408(7) | $8.80 | 4/19/2033 | — | — |

  59. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (1) Reflects the grant of non-qualified “performance options” outstanding under the 2015 EIP that are fully vested. |

  60. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (2) Reflects the grant of CVARs that are fully service-vested. The CVARs 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 $11.50 hurdle price (the “CVAR Amount”). 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 $11.50 hurdle price on an applicable measurement date (i.e., the closing price per common share does not exceed the $11.50 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 $11.50 hurdle price is satisfied on a subsequent annual “hurdle measurement date” prior to the CVAR Expiration Date. The future “hurdle measurement dates” will be March 30 of each of years 2025 and 2026. If the $11.50 hurdle price is not satisfied on any such subsequent annual hurdle measurement date prior to the expiration date of the CVARs, then the remaining CVARs will be forfeited in their entirety on the expiration date. If the $11.50 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 $11.50 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. |

  61. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (3) 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 |

  62. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    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. In the event of a termination of Mr. Gline’s employment due to his death or disability, all service-based vesting conditions (including any requirement that he be employed at the time of achievement of an applicable performance-based vesting condition) with respect to fifty percent (50%) of each of his 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 Mr. Gline’s 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.

  63. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (4) 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 $10.54 per share, the fair market value of common shares as of March 28, 2024. In the event Mr. Gline, Mr. Pulik or Ms. Kumar’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. |

  64. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (5) 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. |

  65. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (6) Reflects the grant of RSUs outstanding under the 2021 EIP that vest as follows: (i) 25% of the RSUs service-vest on the first anniversary of the vesting commencement date; (ii) 1/16 of the RSUs service-vest fourteen months after the vesting commencement date; and (iii) the balance of the RSUs service-vest in a series of eleven successive equal quarterly installments measured from the date fourteen months after the vesting commencement date, 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 $10.54 per share, the fair market value of common shares as of March 28, 2024. In the event Mr. Pulik’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. |

  66. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (7) 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. In the event of a termination of Ms. Kumar’s employment due to her death or disability, all service-based vesting conditions (including any requirement that she be employed at the time of achievement of an applicable performance-based vesting condition) with respect to fifty percent (50%) of each of her equity incentive awards that are outstanding as of the Termination Date (as defined in Ms. Kumar’s 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. |

  67. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (8) Reflects the grant of RSUs outstanding under the 2021 EIP that vest as follows: (i) 25% of the RSUs service-vest on the first anniversary of the vesting commencement date; (ii) 1/16 of the RSUs service-vest fourteen months after the vesting commencement date; and (iii) the balance of the RSUs service-vest in a series of eleven successive equal quarterly installments measured from the date fourteen months after the vesting commencement date, 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 $10.54 per share, the fair market value of common shares as of March 28, 2024. In the event Ms. Kumar’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 the event of a termination of Ms. Kumar’s employment due to her death or disability, all service-based vesting conditions (including any requirement that she be employed at the time of achievement of an applicable performance-based vesting condition) with respect to fifty percent (50%) of each of her equity incentive awards that are outstanding as of the Termination Date (as defined in Ms. Kumar’s 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. |

  68. Pay Versus Performance

    Pay Versus Performance We are required by SEC rules to disclose the following information regarding compensation paid to our Principal Executive Officer (the “PEO”) and our other named executive officers (collectively, the “Non-PEO NEOs”). The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner prescribed by the SEC rules and do not necessarily align with how we or the Compensation Committee views the link between our performance and pay of our named executive officers. The footnotes below set forth the adjustments from the total compensation for each of our NEOs reported in the Summary Compensation Table above. As permitted under the rules applicable to companies that qualify as smaller reporting companies, we are including two years of data and are not including a peer group total shareholder return or company-selected measure, as contemplated under Item 402(v) of Regulation S-K. The following table sets forth additional compensation information of our PEO and Non-PEO NEOs, along with total shareholder return (“TSR”), and net income (loss) attributable to Roivant Sciences Ltd. results for Fiscal 2023 and Fiscal 2022:

  69. Pay Versus Performance

    | Fiscal Year(1) (a) | Summary Compensation Table Total for PEO(2) (b) | Compensation Actually Paid to PEO(3) (c) | Average Summary Compensation Table Total for Non-PEO NEO(4) (d) | Average Compensation Actually Paid to Non-PEO NEOs(3) (e) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(4) (f) | Net Income (Loss) Attributable to Roivant Sciences Ltd. (in 000s)(5) (g) | | 2023 | $738,189 | $45,536,504 | $4,740,297 | $8,126,392 | $213 | $4,348,926 | | 2022 | $48,978,825 | $97,617,266 | $48,706,774 | $97,819,396 | $149 | $(1,009,030) |

  70. Pay Versus Performance

    | (1) Matthew Gline, our Chief Executive Officer, was our PEO for the entirety of Fiscal 2023 and Fiscal 2022. The Non-PEO NEOs for Fiscal 2023 were Richard Pulik and Rakhi Kumar. The Non-PEO NEOs for Fiscal 2022 were Mayukh Sukhatme and Eric Venker. |

  71. Pay Versus Performance

    | (2) The dollar amounts reported in this column represent the amount of total compensation reported for our PEO for each covered fiscal year in the “Total” column of the Summary Compensation Table. |

  72. Pay Versus Performance

    | (3) Compensation “actually paid” to the PEO and average compensation “actually paid” to our Non-PEO NEOs for each covered fiscal year reflects the respective amounts set forth in columns (b) and (d), adjusted as follows in the table below, as computed in accordance with Item 402(v) of Regulation S-K. These dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEO or our Non-PEO NEOs during the applicable fiscal year. |

  73. Pay Versus Performance

    | | PEO 2023 | PEO 2022 | Non-PEO NEOs 2023 | Non-PEO NEOs 2022 | | Summary Compensation Table Total | $738,189 | $48,978,825 | $4,740,297 | $48,706,774 | | - Grant date fair value of awards granted during the covered fiscal year | — | $47,206,737 | $2,572,978 | $47,206,737 | | + Fair value as of the end of the covered fiscal year of all awards granted during the covered fiscal year that are outstanding and unvested at the end of the covered year | — | $91,428,045 | $3,087,982 | $91,428,045 | | +/- Change in fair value as of the end of the covered fiscal year (from the end of the prior fiscal year) of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year | $25,764,125 | $4,848,981 | $1,753,293 | $5,433,442 | | +/- Change in fair value as of the vesting date (from the end of the prior fiscal year) of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year | $19,034,190 | $(431,848) | $1,117,798 | $(542,128) | | Compensation Actually Paid | $45,536,504 | $97,617,266 | $8,126,392 | $97,819,396 |

  74. Pay Versus Performance

    Fair values set forth in the table above are computed in accordance with Topic 718 as of the end of the applicable fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant.

  75. Pay Versus Performance

    | (4) Cumulative TSR assumes $100 was invested at market close on March 31, 2022 and is calculated by dividing (i) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our stock price at market close at the end of the measurement period (March 28, 2024 for Fiscal 2023 and March 31, 2023 for Fiscal 2022) and our stock price at market close at the beginning of the measurement period (March 31, 2022) by (ii) our stock price at market close at the beginning of the measurement period (March 31, 2022). At March 28, 2024 and March 31, 2023 and 2022, the per share closing prices for our common stock were $10.54, $7.38 and $4.94, respectively. No dividends were paid for any periods presented. |

  76. Pay Versus Performance

    | (5) Reflects “Net income (loss) attributable to Roivant Sciences Ltd.” in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form 10-K for each of Fiscal 2023 and Fiscal 2022. |

  77. −Pay Versus Performance Comparative Disclosures

    −Pay Versus Performance Comparative Disclosures In accordance with SEC rules, we are providing the following information regarding the relationship between the “compensation actually paid” to our PEO and the average of our Non-PEO NEOs and the financial measures set forth in the Pay Versus Performance Table above during the applicable covered years. As noted above, SEC rules require us to disclose “compensation actually paid” and these amounts do not necessarily reflect the actual amount of compensation earned by or paid to our PEO or our other NEOs during the applicable fiscal year. Relationship Between Compensation Actually Paid and Cumulative TSR Relationship Between Compensation Actually Paid and Net Income (Loss) Attributable to Roivant Sciences Ltd. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

  78. REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

    | * Dr. Manchester was appointed as a member of the Audit Committee in July 2024. Concurrent with his appointment to the Audit Committee, Mr. Oren and Mr. Momtazee stepped down from the Audit Committee. |