DEF 14A of Roivant Sciences Ltd., Jul 29, 2025

DEF 14A of Roivant Sciences Ltd.

Filed Jul 29, 2025 · FY20240001140361-25-027846

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 I 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, 2028, 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 I 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 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, and Arbutus Biopharma Corporation. 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, where he has worked 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. Dr. Manchester also serves on the board of directors of 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. Since June 2025, Ms. Epperly has served as Chief Financial Officer at Tenpoint Therapeutics, Ltd., a global commercial-ready biotechnology company. Previously, Ms. Epperly served as Chief Financial Officer at Zentalis Pharmaceuticals, Inc., a clinical-stage cancer company, 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 also serves on the board of directors of 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.

  3. Continuing Directors

    Continuing Directors

  4. 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 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 serves on the boards of directors of Okeanis Eco Tankers Corp., Awilco Drilling PLC, Integrated Wind Solutions 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 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 also serves on the board of directors of Tenet Healthcare and is 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.

  5. Class III Directors: Currently Serving Until the 2027 Annual Meeting

    Class III Directors: Currently Serving Until the 2027 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. 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 also serves on the boards of directors of Clexio Biosciences and Kriya Therapeutics and has previously served on the boards 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 29 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. 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 boards of directors of Apollo Therapeutics, Kriya Therapeutics, Enavate Sciences, Elevage Medical Technologies, Syneos Health, GondolaBio, Hanger, BridgeBio Pharma and the Medical Device Manufacturers Association. 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 11 of our positive Phase 3 studies and have garnered 8 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.

  6. Board of Directors Diversity

    Board of Directors Diversity The Board Diversity Matrix below presents certain diversity information, as self-disclosed by our current directors. 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 background, contribute to a well-balanced and effective Board of Directors. Although the Board of Directors may consider whether nominees assist in achieving a mix of directors that represents a diversity of ethnicities, a balance in terms of gender and individuals with diverse perspectives informed by other personal and professional experiences we have no formal policy regarding board diversity.

  7. Board of Directors Diversity

    | Board Diversity Matrix (As of July 29, 2025) | | | | 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, 2024 can be found in the proxy statement for our 2024 Annual Meeting of Shareholders, filed with the SEC on July 26, 2024.

  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 a subsequent 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 Mr. Gline, Dr. Manchester and Ms. Epperly, serving until this year’s annual general meeting of shareholders; |

  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 our annual general meeting of shareholders in 2027. |

  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 2024, our Board of Directors held a total of five 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. Six directors attended our 2024 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 2026 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 2024, 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 | $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 |

  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. 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.

  20. Director Compensation Table for Fiscal 2024

    Director Compensation Table for Fiscal 2024 The following table reflects certain information with respect to the compensation of the non-executive members of the Board of Directors in respect of Fiscal 2024. Compensation information for our executive directors, Mr. Gline and Dr. Sukhatme, is set forth below under “Executive Compensation.”

  21. Director Compensation Table for Fiscal 2024

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2)(3) | Option Awards(2)(3) | All Other Compensation | Total Compensation | | Daniel Gold | $70,000 | $199,989 | $214,421 | — | $484,410 | | Keith Manchester | $62,250 | $199,989 | $214,421 | — | $476,660 | | Ilan Oren | $107,137 | $199,989 | $214,421 | — | $521,548 | | James Momtazee | $59,434 | $199,989 | $214,421 | — | $473,844 | | Melissa Epperly | $75,000 | $199,989 | $214,421 | — | $489,410 | | Meghan FitzGerald | $68,500 | $199,989 | $214,421 | — | $482,910 |

  22. Director Compensation Table for Fiscal 2024

    | (1) In accordance with the Company’s Non-Employee Director Compensation Policy, each of Mr. Oren, Mr. Momtazee 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 2024 as reflected in this column. As a result of such elections, Mr. Oren received 9,764 common shares, Mr. Momtazee received 5,413 common shares and Ms. Epperly received 6,834 common shares, in each case in lieu of their cash retainers for Fiscal 2024. |

  23. Director Compensation Table for Fiscal 2024

    | (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.” |

  24. Director Compensation Table for Fiscal 2024

    | (3) The following table provides information regarding the aggregate outstanding equity awards held as of March 31, 2025 by the directors listed below. |

  25. Director Compensation Table for Fiscal 2024

    | Name | RSUs (#)(a) | Stock Options (#) | | Daniel Gold | 16,406 | 126,339(b) | | Keith Manchester | 16,406 | 126,339(b) | | Ilan Oren | 16,406 | 126,339(b) | | James Momtazee | 16,406 | 123,386(c) | | Melissa Epperly | 16,406 | 241,405(d) | | Meghan FitzGerald | 16,406 | 159,806(e) |

  26. Director Compensation Table for Fiscal 2024

    | (a) Reflects an annual retainer award of RSUs granted on September 10, 2024, none of which were time-vested as of March 31, 2025. These awards will fully time-vest on September 10, 2025. |

  27. Director Compensation Table for Fiscal 2024

    | (b) 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, 2025; (ii) 26,595 stock options granted on September 12, 2023 with an exercise price of $11.22 per share, all of which were vested as of March 31, 2025; and (iii) 27,894 stock options granted on September 10, 2024 with an exercise price of $12.19 per share, none of which were vested as of March 31, 2025. |

  28. Director Compensation Table for Fiscal 2024

    | (c) 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, 2025; (ii) 26,595 stock options granted on September 12, 2023 with an exercise price of $11.22 per share, all of which were vested as of March 31, 2025; and (iii) 27,894 stock options granted on September 10, 2024 with an exercise price of $12.19 per share, none of which were vested as of March 31, 2025. |

  29. Director Compensation Table for Fiscal 2024

    | (d) Includes (i) 186,916 stock options granted on July 20, 2022 with an exercise price of $4.46 per share, 171,262 of which were vested as of March 31, 2025; (ii) 26,595 stock options granted on September 12, 2023 with an exercise price of $11.22 per share, all of which were vested as of March 31, 2025; and (iii) 27,894 stock options granted on September 10, 2024 with an exercise price of $12.19 per share, none of which were vested as of March 31, 2025. |

  30. Director Compensation Table for Fiscal 2024

    | (e) Includes (i) 118,578 stock options granted on April 20, 2023 with an exercise price of $8.80 per share, 78,855 of which were vested as of March 31, 2025; (ii) 13,334 stock options granted on September 12, 2023 with an exercise price of $11.22 per share, all of which were vested as of March 31, 2025; and (iii) 27,894 stock options granted on September 10, 2024 with an exercise price of $12.19 per share, none of which were vested as of March 31, 2025. |

  31. Overview of Executive Compensation Program

    | • | Closely link pay and performance: Our Compensation Committee has designed our executive compensation program to include both cash and equity incentives tied to performance goals in order to motivate our NEOs to achieve key strategic and business objectives intended to create sustainable, long-term shareholder value by tying the value of the compensation they receive to our performance relative to those objectives. |

  32. Overview of Executive Compensation Program

    | • | Align our NEOs’ interests with those of our shareholders through long-term incentives linked to increasing shareholder value: Our Compensation Committee employs a variety of equity awards to create long-term incentive opportunities in order to motivate our NEOs to deliver sustained and |

  33. Overview of Executive Compensation Program

    To achieve these objectives, the Compensation Committee regularly reviews our compensation policies and program design to ensure that they are closely aligned with the interests of our shareholders and our business goals, and that the total compensation paid to our NEOs is competitive for our size and stage of development, as well as the complexity of our business. With a view toward promoting a long-term approach to the achievement of our strategic goals, the Compensation Committee has from time to time issued equity awards to our senior executives that are intended to cover a multi-year period. For example, in Fiscal 2022, the Compensation Committee approved multi-year stock option grants to each of Mr. Gline, Dr. Sukhatme and Dr. Venker to further incentivize the successful execution of our strategic plan. Following the grants of those awards, we saw corporate achievements that included the unveiling of IMVT-1402 and positive Phase 1 data and positive initial Phase 2 data in Graves’ Disease for IMVT-1402; the in-licensing of RVT-3101, our anti-TL1A antibody, and the subsequent sale of Telavant (which held the rights to RVT-3101) to Roche; positive data from the second Phase 3 study of VTAMA in atopic dermatitis; and positive Phase 2 data for brepocitinib in non-infectious uveitis. That strong operational performance was reflected in our share price, which increased by over 170% over the two-year period starting on the grant date of those awards (April 20, 2022). The Compensation Committee took a similar approach in Fiscal 2024, awarding multi-year equity grants, including PSUs and RSUs, to Mr. Gline and Dr. Sukhatme that were intended, among other things, to directly link the long-term incentive compensation of those executives with ambitious large-scale strategic objectives and shareholder return. For more information on those awards, see below under “—Fiscal 2024 Senior Executive Compensation Program.” While our Compensation Committee believes that these types of multi-year awards create positive alignment between the incentives for our senior executives and the interests of our broader shareholder base, this approach can lead to highly variable compensation disclosures for our senior executives from year to year that don’t necessarily align with the “in the money” value being delivered to our senior executives in a given year. For more information on the “in the money” value of these awards at the end of Fiscal 2024, see below under “—Equity Awards Under the Fiscal 2024 Senior Executive Compensation Program.” Fiscal 2024 Compensation Highlights: Fiscal 2024 Senior Executive Compensation Program As previously disclosed in last year’s proxy statement, in Fiscal 2024, among other initiatives, the Compensation Committee approved a multi-year senior executive compensation program for Mr. Gline, Dr. Sukhatme and Dr. Venker (the “Fiscal 2024 Senior Executive Compensation Program”). As described in more detail below under “—Fiscal 2024 Senior Executive Compensation Program,” the awards granted under the Fiscal 2024 Senior Executive Compensation Program sought to directly link the long-term incentive compensation of certain of our senior executives with ambitious large-scale strategic objectives and shareholder return, and to secure their continued leadership, expertise and energy. The incentive equity awards granted under the Fiscal 2024 Senior Executive Compensation Program included a mix of stock options, RSUs and PSUs that varied among the executives. As discussed in more detail below, the PSUs granted to Mr. Gline and Dr. Sukhatme may be earned only upon the attainment of rigorous share price hurdles over a five-year performance period, which translate to significant shareholder value creation. In order to further align the long-term interests of our executives with those of our shareholders, the Compensation Committee designed the PSUs to have a two-year post-vesting holding period. Consistent with the long-term nature of our strategy and business, the RSU and PSU grants made to Mr. Gline and Dr. Sukhatme were intended to represent five years of equity compensation for these executives and the recipients must remain our employees in order for any tranche of the awards to vest. To underscore the “all in” nature of these awards, the Compensation Committee granted them with the expectation that these NEOs will receive no additional equity awards for the duration of the five-year performance period. In addition, as discussed below, the first vesting event for the RSUs, covering 20% of the award for each of Mr. Gline and Dr. Sukhatme, does not take place until March 31, 2026, extending the five-year vesting period for these awards into 2030. For our other NEOs, including our Chief Financial Officer, Richard Pulik, the Compensation Committee approved a more standard mix of annual equity incentive awards consisting of stock options and RSUs as part of our standard annual grant process in early Fiscal 2024. These awards are described in more detail below under “—Annual Equity Grants: CFO and CAO.” Say on Pay Vote and Shareholder Engagement We hold an annual advisory vote on the compensation of our NEOs. At our annual meeting of shareholders for Fiscal 2023, held in September 2024 (the “Fiscal 2023 AGM”), our shareholders approved the compensation of our NEOs on an advisory basis with approximately 89% of the votes cast “For” such approval. Our Compensation Committee viewed the overwhelming approval of the compensation of our NEOs by our shareholders at the Fiscal 2023 AGM as evidence that a substantial majority of our shareholders are aligned with our executive compensation program and philosophy. Our management team regularly engages in dialogue with our shareholders and views direct shareholder engagement as a critical process for receiving and understanding feedback on the subjects that matter most to our shareholders. Executive Compensation Program Design Our executive compensation program is designed to be competitive and balance our goal of attracting, motivating and retaining top-performing executives with our goal of aligning our executives’ long-term interests with those of our shareholders. Our Compensation Committee regularly evaluates the effectiveness of our executive compensation program to ensure that it is consistent with our short-term and long-term goals and the dynamic nature of our business. Our executive compensation program incorporates the following corporate governance best practices that promote the interests of our shareholders and are consistent with the high standards of risk management:

  34. Overview of Executive Compensation Program

    | | Conduct Annual Compensation Review | Our Compensation Committee conducts a review, at least annually, of our executive compensation program and strategy, including a review of the compensation peer group. | | | Hold Annual Say-on-Pay Vote | We conduct an annual advisory “Say-on-Pay” shareholder vote on our NEO compensation. | | | Use Double-Trigger Change-in-Control Provisions | Our executive officers’ equity awards generally have “double-trigger” change of control provisions, providing for acceleration on an involuntary termination of employment without “cause” or by the executive officer for “good reason” following a change of control. | | | Maintain a Clawback Policy | We maintain a clawback policy which provides for the recoupment of certain incentive-based compensation provided to our executive officers in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws. | | | Conduct Annual Compensation Risk Assessment | We conduct an annual compensation risk assessment to ensure that our compensation programs do not present any risks that are reasonably likely to have a material adverse effect on the Company. | | What We Don’t Do | | | | | No Hedging or Pledging of Company Securities | We prohibit employees and non-employee directors from engaging in hedging, pledging, margin or short sale transactions in Company securities. | | | No Excessive Perks | We do not provide large perquisites to executive officers. | | | No Excise Tax Gross-Ups | We do not provide excise tax gross ups. | | | No Guaranteed Bonuses | We do not guarantee our NEOs any minimum levels of guaranteed payments in the form of an annual cash bonus, which is entirely performance-based. | | | No Special Health and Welfare Benefits | Our NEOs participate in our health and welfare benefits programs on the same basis as our other employees. | | | No Executive Retirement Plans | We do not offer pension or retirement plans to our executive officers that are different from or in addition to those offered to our other employees. |

  35. Compensation Determination Process

    Compensation Determination Process Role of the Compensation Committee The Compensation Committee, which consists entirely of independent directors under applicable SEC and Nasdaq rules, is responsible for our overall executive compensation program, including determining the base salaries, annual cash bonuses and equity awards provided to our executive officers, and reports to our Board of Directors on its discussions, decisions and other actions. As part of this process, the Compensation Committee (i) specifies the annual performance goals and objectives that are used, in part, to determine annual compensation levels, (ii) annually reviews and approves peer group selections, (iii) annually evaluates achievement against the prespecified performance goals and objectives and (iv) periodically reviews and approves employment, severance, change in control and other compensation-related agreements and arrangements. After the end of each fiscal year, the Compensation Committee evaluates the Company’s achievement against the pre-specified performance goals and objectives and approves the primary elements of our NEOs’ compensation: base salary increases, annual cash bonuses and annual or multi-year equity awards. With input from executive officers, the Compensation Committee annually establishes the performance based metrics and targets that comprise the annual performance goals and objectives used, in part, to determine annual compensation levels for our NEOs. For each goal, the Compensation Committee sets appropriate objectives designed to motivate achievement and without incentivizing excessive risk taking. The Compensation Committee regularly reviews the elements of our executive compensation program to verify the alignment of the program with our business strategy and with the items that we believe drive the creation of shareholder value, and to determine whether any changes would be appropriate. Role of the Independent Compensation Consultant The Compensation Committee recognizes that there is value in procuring independent, objective expertise and counsel in connection with fulfilling its duties. Pursuant to its charter, the Compensation Committee has the authority to select and retain independent advisors and counsel to assist it with carrying out its duties and responsibilities. The Compensation Committee has exercised this authority to engage Aon plc (“Aon”) as its independent compensation consultant and has worked with Aon’s Talent Solutions practice to develop a compensation peer group and to provide a competitive market analysis of the base salary, annual cash incentive awards and long-term incentive compensation of our executive officers compared against the compensation peer group. Aon also advises the Compensation Committee on share utilization and reviews other market practices and trends. While the Compensation Committee took the review and recommendations of Aon, as well as the practices of our compensation peer group, into consideration when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent determinations regarding compensation for NEOs for Fiscal 2024. The Compensation Committee has assessed the independence of Aon pursuant to SEC and Nasdaq rules. In doing so, the Compensation Committee considered each of the factors set forth by the SEC and Nasdaq with respect to a compensation consultant’s independence and reviewed Aon’s own self-evaluation of, and conclusions regarding, its independence. Based on its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that there were no conflicts of interest and that Aon was independent under applicable SEC and Nasdaq rules. Role of the Management The Compensation Committee works closely with our CEO and other members of our management team on the Company’s compensation program. The Compensation Committee seeks management’s input on a variety of matters, including establishing corporate goals and objectives, management’s assessment of its performance against those goals, peer group composition and management’s perspective on market compensation trends and other compensation-related matters. In addition, our CEO reviews the performance of our other executive officers with the Compensation Committee as part of the Compensation Committee’s annual compensation setting process. The Compensation Committee solicits and reviews our CEO’s recommendations for base salary increases, annual cash bonuses, annual equity awards and any other compensation opportunities for our other NEOs and considers our CEO’s recommendations in determining such compensation. Based on this input and the other factors discussed above, the Compensation Committee then makes its own ultimate determination regarding compensation for our executive officers. Our CEO recuses himself from all determinations regarding his own compensation. Role of Market Data & Peer Group In order to ensure that our executive compensation program is both competitive and aligned with industry norms and best practices, the Compensation Committee reviews a wide range of market data, including the compensation levels and practices of a group of peer companies. In addition to benchmarking against the industry peers included in our peer group, our Compensation Committee considers and evaluates compensation information from the other sectors in which we regularly compete for talent, including financial services, venture capital and private equity, when determining compensation for our NEOs. The Compensation Committee, with the assistance of Aon, identified and approved a peer group in September 2023 for use in connection with decisions about executive compensation for Fiscal 2024. This compensation peer group, set out below, consists of public biotechnology and pharmaceutical companies against which we may compete for talent and that are similar to us across a number of metrics, including market capitalization, stage of development, geographical location and number of employees. We believe that the compensation practices of our peer group provided us with useful compensation reference points for evaluating and determining the compensation of our NEOs for Fiscal 2024.

  36. Compensation Determination Process

    | Fiscal 2024 Compensation Peer Group | | | | ACADIA Pharmaceuticals Inc. | CRISPR Therapeutics, Inc. | Karuna Therapeutics, Inc. | | Amicus Therapeutics, Inc. | Denali Therapeutics Inc. | MoonLake Immunotherapeutics | | Apellis Pharmaceuticals, Inc. | Exelixis, Inc. | Neurocrine Biosciences Inc. | | Arcutis Biotherapeutics, Inc. | Halozyme Therapeutics, Inc. | Revolution Medicines, Inc. | | Ascendis Pharma, Inc. | ImmunoGen, Inc. | Sarepta Therapeutics, Inc. | | Axsome Therapeutics, Inc. | Incyte Corporation | United Therapeutics Corporation | | Blueprint Medicines Corporation | Intra-Cellular Therapies, Inc. | Vaxcyte, Inc. | | BridgeBio Pharma, Inc. | Ionis Pharmaceuticals, Inc. | | | Cerevel Therapeutics Holdings, Inc. | Jazz Pharmaceuticals, Inc. | |

  37. Elements of the Fiscal 2024 Executive Compensation Program

    | • | short-term incentive compensation in the form of an annual cash bonus; and |

  38. Elements of the Fiscal 2024 Executive Compensation Program

    | • | long-term incentive compensation in the form of equity awards. |

  39. Elements of the Fiscal 2024 Executive Compensation Program

    | Element | Description | Rationale | | Base Salary | • Fixed cash compensation • Base salaries for the NEOs are determined based on each NEO’s role, seniority, tenure, individual skills, experience, performance and positioning relative to the market | • Base salaries are intended to provide stable, certain compensation to NEOs, allowing us to attract and retain skilled executive talent and maintain a consistent leadership team | | Short-Term Incentives: Annual Cash Bonus | • Variable annual cash compensation based on (i) Company performance against pre-specified annual corporate performance objectives and (ii) at the Compensation Committee’s discretion, individual performance by the NEOs | • Annual incentive opportunities are designed to align the short-term incentives of our NEOs with the achievement of pre-specified short-term (annual) corporate goals and objectives |

  40. Elements of the Fiscal 2024 Executive Compensation Program

    | Element | Description | Rationale | | | • Performance against the pre-specified corporate performance objectives is measured objective-by-objective, resulting in a single corporate level achievement measure that is used to set the NEOs’ annual bonuses • The above corporate level achievement measure is then applied against a pre-specified target annual bonus opportunity for each NEO, as specified in the NEO’s employment agreement or offer letter, in addition, at the discretion of the Compensation Committee, to a personalized assessment of individual performance by the NEO, to arrive at an annual cash bonus payment for each NEO (in Fiscal 2024, all NEOs received an annual cash bonus based only on a corporate level achievement measure; the Compensation Committee did not apply a personalized assessment of individual performance as part of its annual cash bonus determinations in Fiscal 2024) | | | Long-Term Incentives: Equity-Based Compensation | • Variable equity-based compensation, including the following instruments: ○ Stock Options: Stock options are a right to purchase shares at a price equal to the share price on the grant date; time-based vesting (generally four years) based on continued service with the Company ○ Restricted Stock Units (RSUs): RSUs vest and settle into common shares; time-based vesting (generally four years) based on continued service with the Company ○ Performance Stock Units (PSUs): PSUs vest and settle into common shares; performance-based vesting tied to Company share price (see below for more details) | • Equity-based compensation is designed to motivate NEOs to achieve long-term (multi-year) corporate goals and objectives and to deliver increased and sustained long-term value to shareholders • Equity-based compensation is also designed to attract, retain and motivate NEOs for the long term • Our long-term equity incentive awards, particularly the PSUs granted in Fiscal 2024 to Mr. Gline and Dr. Sukhatme, are designed to directly link executive compensation with shareholder value creation and create alignment with shareholders |

  41. Elements of the Fiscal 2024 Executive Compensation Program

    Short-Term Incentives: Annual Cash Bonuses We provide short-term incentive compensation opportunities to our NEOs in the form of annual cash bonuses. These annual cash bonuses are designed to align the short-term incentives of our NEOs with the achievement of pre-specified short-term (i.e., annual) corporate goals and objectives and reward them for achievement against those objectives. These goals and objectives vary from year to year based on a variety of factors, but generally include specified clinical development and regulatory milestones for our Vants, as well as other strategic objectives that the Compensation Committee views as key steps in the execution of our overall business strategy, with the ultimate intent of increasing shareholder value. A summary of the corporate goals and objectives for Fiscal 2024 and the Compensation Committee’s assessment of the Company’s achievement against those objectives are discussed in more detail below. The Compensation Committee sets these goals and objectives on an annual basis and, with input from management, assesses performance against them shortly after fiscal year end. Performance is measured objective-by-objective, resulting in a single corporate level achievement measure. That corporate level achievement measure is then applied against a pre-specified target annual bonus opportunity for each NEO, discussed in more detail below, to arrive at an annual cash bonus payment for each NEO. The Compensation Committee may also adjust its annual cash bonus determination based on an individual-level assessment of an NEO’s performance (though it determined not to do so in Fiscal 2024). Target Opportunities Each NEO has a target bonus opportunity, expressed as a percentage of the NEO’s base salary, specified in his or her employment agreement or offer letter, as applicable. Those target bonus opportunities are typically established through benchmarking against target bonus opportunities provided to similar executives at companies in Roivant’s peer group. Set out below are the Fiscal 2024 target bonus opportunities for our NEOs:

  42. Elements of the Fiscal 2024 Executive Compensation Program

    | NEO | Fiscal Year 2024 Target Bonus Opportunity (as a % of Base Salary) | | Matthew Gline | 100% | | Richard Pulik | 100% | | Mayukh Sukhatme, M.D. | 100% | | Eric Venker, M.D. | 75% | | Jennifer Humes | 50% | | Rakhi Kumar | 100% |

  43. Elements of the Fiscal 2024 Executive Compensation Program

    While the Compensation Committee considered management’s views regarding our Fiscal 2024 achievements, the Compensation Committee made an independent determination regarding our corporate performance, as reflected above. Based on this assessment and the translation of the scores noted above to a weighted performance percentage, the Compensation Committee determined that our corporate performance for Fiscal 2024 equated to a level of achievement of 94.5%. Having determined the Fiscal 2024 performance level, the Compensation Committee then translated that performance level to payouts based on the process described above. For Fiscal 2024, all NEOs received payouts based on the corporate performance level, without adjustment for individual performance. The dollar amount of the annual incentive award targets for Fiscal 2024, as well as the actual annual incentive award payouts that the Compensation Committee approved for each of the NEOs for Fiscal 2024, are as follows:

  44. Elements of the Fiscal 2024 Executive Compensation Program

    | NEO | Base Salary ($) | Target Annual Bonus % | Target Incentive Amount ($) | Corporate Performance % | Payout ($) | | Matthew Gline | $725,000 | 100% | $725,000 | 94.5% | $685,125 | | Richard Pulik | $437,750 | 100% | $437,750 | 94.5% | $413,674 | | Mayukh Sukhatme, M.D. | $550,000 | 100% | $550,000 | 94.5% | $519,750 | | Eric Venker, M.D. | $620,000 | 75% | $465,000 | 94.5% | $439,425 | | Jennifer Humes | $380,000 | 50% | $190,000 | 94.5% | $19,950(1) |

  45. Elements of the Fiscal 2024 Executive Compensation Program

    | (1) Payout amount pro-rated based on Ms. Humes’s start date of February 20, 2025. |

  46. Elements of the Fiscal 2024 Executive Compensation Program

    One-Time Cash Retentions Bonus Program The Compensation Committee generally intends to provide short-term compensation in the form of one-time cash retention bonuses only in rare circumstances as warranted by the situation and in a very judicious and limited manner. The Compensation Committee views any such grants to the NEOs as a special and exceptional event to meet the Company’s needs during a specific period or for a specific purpose. The Compensation Committee continues to prudently and carefully evaluate our compensation program to ensure that it aligns the interests of executive officers with those of our shareholders and links our executive officers’ pay to the Company’s performance. In December 2023, the Board of Directors established a broad-based employee cash retention bonus program (the “Cash 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. Pulik and Ms. Kumar were $2,800,000 and $2,528,156, respectively. These cash 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 was vested and paid in Fiscal 2024 and (iii) the remaining 25% of the retention bonus will vest and become payable on or about September 19, 2025, subject, in Mr. Pulik’s case, to his continued service through the vesting date. The amounts reported in the Summary Compensation Table below for Fiscal 2024 include the portion of the cash retention bonus awards made to each of Mr. Pulik ($700,000) and Ms. Kumar ($1,264,078) that vested and were paid in Fiscal 2024 (including, in Ms. Kumar’s case, a portion of the award that was accelerated in connection with her separation from Roivant; for more information see “—Agreements with our NEOs—Rakhi Kumar” below). Mr. Gline, Dr. Sukhatme and Dr. Venker did not participate in the Cash Bonus Program or receive any one-time cash bonuses in Fiscal 2023. For information on the one-time cash retention awards provided to those executives in Fiscal 2024, see below under “—Fiscal 2024 Senior Executive Compensation Program—One-Time Cash Retention Awards.” Long-Term Incentives: Equity-Based Compensation The Compensation Committee has designed the long-term equity incentive opportunities for the NEOs to motivate them to achieve multi-year strategic goals and deliver sustained long-term value to shareholders, while at the same time monitoring the overall dilutive effect of equity granted. The long-term equity incentives create a strong link between performance and payouts and a strong alignment between the interests of NEOs and other employees and the interests of our shareholders. Long-term equity incentives also promote retention, because NEOs and other employees will only receive value if they remain employed by us over the required term; these incentives also foster an ownership culture among our executive officers and other employees by making them become shareholders with a personal stake in the value they are incentivized to create and sustain. While ever-cognizant of the level of potential dilution of existing shareholders, the Compensation Committee balances that potential with the goal of attracting, motivating and retaining executive officers and other employees by granting equity widely within the Company, giving the entire team a common incentive to work together to create shareholder value. Fiscal 2024 Equity Awards In Fiscal 2024, the Compensation Committee bifurcated its approach to long-term incentive compensation for our NEOs. In July 2024, the Compensation Committee approved the Fiscal 2024 Senior Executive Compensation Program, a multi-year senior executive compensation program for Mr. Gline, Dr. Sukhatme and Dr. Venker. As described in more detail below under “—Fiscal 2024 Senior Executive Compensation Program,” the equity awards granted under the Fiscal 2024 Senior Executive Compensation Program sought to directly link the long-term incentive compensation of certain of our senior executives with ambitious large-scale strategic objectives and shareholder return, and to secure their continued leadership, expertise and energy. These awards included a mix of stock options, RSUs and PSUs that varied among the executives. As discussed in more detail below, the PSUs granted to Mr. Gline and Dr. Sukhatme may be earned only upon the attainment of rigorous share price hurdles over a five-year performance period, which translate to significant shareholder value creation. Consistent with the long-term nature of our strategy and business, the RSU and PSU grants are intended to represent five years of equity compensation for Mr. Gline and Dr. Sukhatme. In addition, as discussed below, the first vesting event for the RSUs, covering 20% of the award for each of Mr. Gline and Dr. Sukhatme, does not take place until March 31, 2026, extending the five-year vesting period for these awards into 2030. For our other NEOs, including our Chief Financial Officer, Richard Pulik, the Compensation Committee approved a more standard mix of annual equity incentive awards consisting of stock options and RSUs as part of our standard annual grant process in early Fiscal 2024. These awards are described in more detail below under “—Annual Equity Grants: CFO and CAO.” Annual Equity Grants: CFO and CAO Typically, in making determinations regarding long-term equity incentive grants to the CFO and CAO, the Compensation Committee considers equity grant levels and the overall pay mix in peer group companies; the executive officers’ roles, skills and experience and the critical nature of their contributions to the Company; and the importance of maintaining a consistent leadership team, among other things. The grants vary based on these factors. This portion of total direct compensation is variable and directly aligned with shareholder interests. We continue to manage award amounts, with a goal of maintaining broad-based equity participation, delivering value that is aligned with our compensation philosophy, and proactively managing our share usage as well as dilution during a period of rapid growth. In Fiscal 2024, the annual equity grants to our CFO and CAO consisted of stock options and RSUs. The key terms of those instruments, as well as the Compensation Committee’s rationale in using them, is as follows:

  47. Elements of the Fiscal 2024 Executive Compensation Program

    | Equity Instrument | Terms | Rationale for Use | | Stock Options | • Service-vesting over four years, with 25% of the award vesting on the first anniversary of the vesting commencement date and monthly vesting thereafter, subject to recipient’s continued service through the applicable vesting date • Exercise price equal to the closing price of our common shares on the grant date | • Prioritizes increasing shareholder value, thereby aligning interests with shareholders • Promotes long-term focus | | RSUs | • Service-vesting over four years, with 25% of the award vesting 13 months from the vesting commencement date and quarterly vesting thereafter | • Aligns with shareholder interests • Promotes retention and ownership culture • Provides value aligned with stock price even during periods of stock price or market underperformance |

  48. Elements of the Fiscal 2024 Executive Compensation Program

    In the first quarter of Fiscal 2024, the Compensation Committee granted stock options and RSUs to the CFO and CAO based on the dollar values specified in the table below (with the number of options or RSUs to be issued determined using the formulae specified in the footnotes to the table). The awards vest over a four-year period.

  49. Elements of the Fiscal 2024 Executive Compensation Program

    | NEO | Stock Options ($)(1) | RSUs ($)(2) | | Richard Pulik | $2,100,000 | $400,000 | | Rakhi Kumar | $1,600,000 | $400,000 |

  50. Elements of the Fiscal 2024 Executive Compensation Program

    | (1) The number of stock options was determined based on the dollar value shown divided by an estimated “Black-Scholes” value determined based on the trailing 30-day VWAP of the Company’s stock price as of the date of grant. |

  51. Elements of the Fiscal 2024 Executive Compensation Program

    | (2) The number of RSUs was determined based on the dollar value shown divided by the trailing 30-day VWAP of the Company’s stock price as of the date of grant. |

  52. Elements of the Fiscal 2024 Executive Compensation Program

    For information on the onboarding equity awards granted to Ms. Humes in Fiscal 2024 in connection with her joining the Company as Chief Accounting Officer, and arrangements related to our separation from Ms. Kumar, please see below under “—Agreements with our NEOs.” Fiscal 2024 Senior Executive Compensation Program Roivant has a unique operating model that is differentiated from “big pharma” and other biotech companies. Historically, our success has been driven by the leadership, vision, energies and efforts of a small number of senior executives, including Mr. Gline, Dr. Sukhatme and Dr. Venker. As previously disclosed in last year’s proxy statement, in July 2024 our Compensation Committee approved a multi-year, performance-driven executive compensation program to incentivize Mr. Gline, Dr. Sukhatme and Dr. Venker to drive long-term, transformational shareholder value creation and provide strong, consistent leadership for the Company by these particular executive officers. As described in more detail below, the Fiscal 2024 Senior Executive Compensation Program, which includes grants of stock options, RSUs and PSUs, was designed to retain and motivate those senior executives for the next phase of Roivant’s growth and, consistent with our “pay for performance” philosophy, to align the incentives of these senior executives with our long-term, large-scale strategic objectives. Set forth below is a summary of the material terms of the 2024 Senior Executive Compensation Program approved by the Compensation Committee and awarded in July 2024, as well as a description of the Compensation Committee’s process for considering, and rationale for approving, these awards. Thoughtful and Deliberate Decision-Making Process Given the unique and dynamic nature of our business model, and in order to ensure that we are attracting and retaining top-level talent that can maximize value for our shareholders, it is crucial that our executive compensation program remain competitive not only within our industry and among our peer group, but also across other industries in which we compete for talent, including venture capital, private equity and hedge funds. The Compensation Committee, together with Aon, and in consultation with the independent members of our Board of Directors, engaged in a comprehensive process throughout Fiscal 2023 and into early Fiscal 2024 to design and develop a tailored, front-loaded multi-year executive compensation program for Mr. Gline, Dr. Sukhatme and Dr. Venker. As part of this process, the Compensation Committee considered and evaluated:

  53. Elements of the Fiscal 2024 Executive Compensation Program

    | (ii) market data provided by Aon, including with respect to transformational equity incentive grants made by other companies both in biopharma and across other industries where senior leaders are provided performance incentives for generating significant returns for their investors; |

  54. Elements of the Fiscal 2024 Executive Compensation Program

    | (iii) | the need to ensure the stability of our talented executive team over the long-term, including in light of the fact that the prior round of multi-year compensation awards provided to our executive team was more than 50% vested and needed to be “refreshed” to provide continued long-term incentives for those executives, with accompanying retention aspects; |

  55. Elements of the Fiscal 2024 Executive Compensation Program

    In connection with its decision to approve the 2024 Senior Executive Compensation Program, the Compensation Committee recognized that the equity incentive awards granted under this program to Mr. Gline, Dr. Sukhatme and Dr. Venker would represent the first new equity grants made to these executives since April 2022. In addition, for Mr. Gline and Dr. Sukhatme, these equity incentive awards are intended to be multi-year awards covering five years’ worth of equity incentive grants. Accordingly, we do not currently anticipate granting additional equity incentive awards to Mr. Gline or Dr. Sukhatme covering the same period as these awards, absent fundamental changes to our business that require the re-evaluation of individual or executive team retention and incentives. Equity Awards Under the Fiscal 2024 Senior Executive Compensation Program In July 2024, our Compensation Committee granted performance- and time-based equity awards under the Fiscal 2024 Senior Executive Compensation Program to each of Mr. Gline, Dr. Sukhatme and Dr. Venker, as follows:

  56. Elements of the Fiscal 2024 Executive Compensation Program

    | NEO | Title | PSUs (at max) (#) | RSUs (#) | Stock Options (#) | | Matthew Gline | Chief Executive Officer | 14,450,000 | 2,754,821 | — | | Mayukh Sukhatme | President and Chief Investment Officer | 17,000,000 | 1,836,547 | — | | Eric Venker | President and Immunovant CEO | 11,900,000* | 204,000 | 409,000 |

  57. Elements of the Fiscal 2024 Executive Compensation Program

    | * The PSUs listed for Dr. Venker have not been granted, but rather are subject to, and may in the future be granted in accordance with, the terms of the Venker PSU Opportunity Letter (as defined below). See below under “—Venker PSU Opportunity Letter” for more information. |

  58. Elements of the Fiscal 2024 Executive Compensation Program

    Five-Year PSUs While we have historically granted equity incentive awards to our current executives consisting largely of time-based stock options and time-based RSUs, the Compensation Committee determined to grant multi-year performance-based PSU awards to each of Mr. Gline and Dr. Sukhatme, and, in the case of Dr. Venker, to provide the Venker PSU Opportunity Letter (as described below) in order to:

  59. Elements of the Fiscal 2024 Executive Compensation Program

    | • | increase the alignment of our executives’ interests with those of our shareholders by linking payouts directly to stock price appreciation; |

  60. Elements of the Fiscal 2024 Executive Compensation Program

    | • | reward extraordinary shareholder value creation over the next three to eight years, which time period represents the earliest these executives would be eligible to sell the common shares underlying any earned PSUs (i.e., following the achievement of the performance goals, service conditions and the two-year post-vesting holding period), as described in more detail below. |

  61. Elements of the Fiscal 2024 Executive Compensation Program

    The PSUs consist of six vesting tranches, with the percentage of PSUs allocated to each such tranche set forth in the table below. Each tranche of PSUs will vest on the first date that both the “Performance Condition” and the “Service Condition” applicable to such tranche has been satisfied. The “Performance Condition” will be deemed satisfied for each tranche on the first date, during the performance period ending on the five-year anniversary of the grant date (the “Performance Period”), when the Company’s trailing 30-day volume weighted average trading price per share (“30-Day VWAP”) for trading days during the Performance Period exceeds the specified share price hurdle set forth in the table below:

  62. Elements of the Fiscal 2024 Executive Compensation Program

    | Tranche | % of PSUs | Share Price Hurdle (per share) | | First Tranche | 14.71% | $15.00 | | Second Tranche | 7.35% | $17.50 | | Third Tranche | 8.82% | $20.00 | | Fourth Tranche | 11.77% | $22.50 | | Fifth Tranche | 22.06% | $25.00 | | Sixth Tranche | 35.29% | $30.00 |

  63. Elements of the Fiscal 2024 Executive Compensation Program

    These hurdles represent share price increases of approximately 49%, 73%, 98%, 123%, 148% and 197% (based on our share price as of March 31, 2025). More than half of the PSUs vest at the two highest share price hurdles. Accordingly, by design, the PSUs directly link award payouts to significant accretion in shareholder value. The PSUs underlying any tranche will be forfeited to the extent that the Performance Condition for such tranche is not achieved during the period ending on the five-year anniversary of the grant date, provided that if the Company’s 30-Day VWAP is between $25.00 and $30.00 as of (and including) the close of trading on last date of such period, then a pro-rata portion of the PSUs underlying the Sixth Tranche of PSUs will be deemed to have satisfied the Performance Condition on the last day of the Performance Period. The “Service Condition” with respect to each tranche will be deemed satisfied on the first anniversary of the date on which the Performance Condition is first satisfied with respect to such tranche, subject to the executive’s continuous service through such anniversary. In the event an executive’s employment is terminated (x) by the Company without “cause” (as defined in the executive’s employment agreement), (y) due to the executive’s termination due to death or “disability” (as defined in the award agreement) or (z) due to the executive’s resignation for “good reason” (as defined in the executive’s employment agreement), any tranche of PSUs that has previously satisfied the Performance Condition shall be deemed to fully vest as of the executive’s termination date, and any tranche of PSUs that has not previously satisfied the Performance Condition will be forfeited in its entirety. In order to further align the long-term interests of our executives with those of our shareholders, the Compensation Committee designed the PSUs to have a post-vesting holding period. Specifically, following the achievement of the Service Condition and the vesting of any tranche of the PSUs, the common shares underlying the applicable vested tranche of PSUs are subject to a further two-year holding period before such common shares may be sold by the executive. The two-year holding period will not apply with respect to any common shares that may be withheld, tendered or sold to satisfy applicable withholding tax obligations, and the two-year holding period will also cease to apply in the event of a change in control or following the executive’s termination due to death or “disability” (as defined in the award agreement). In the event of a change in control prior to the end of the Performance Period, with respect to any tranche of PSUs for which the Performance Condition has not otherwise been previously satisfied prior to the date of such change in control, to the extent that the price per share received by the Company’s shareholders pursuant to such change in control (including the per share value of any other consideration received by the Company’s shareholders) exceeds the share price hurdle applicable to such tranche, as determined by the Compensation Committee in its good faith discretion, the Performance Condition applicable to such tranche shall be deemed satisfied as of immediately prior to the consummation of such change in control. If the price per share received by the Company’s shareholders pursuant to such change in control is less than or equal to the share price hurdle applicable to any tranche for which the Performance Condition has not otherwise been satisfied as of the date of such change in control, the PSUs underlying any such tranche will be forfeited in their entirety. Any outstanding PSUs that have satisfied the Performance Condition prior to or upon the change in control shall remain outstanding and eligible to vest based on satisfaction of the Service Condition following the change in control. Venker PSU Opportunity Letter While the Compensation Committee did not grant Dr. Venker PSUs under the Fiscal 2024 Senior Executive Compensation Program, the Compensation Committee approved entry into a letter agreement with Dr. Venker (the “Venker PSU Opportunity Letter”) pursuant to which Dr. Venker has the opportunity to receive a future grant of PSUs in the sole discretion of the Compensation Committee based on a quarterly assessment as to whether Dr. Venker has made contributions to the Company‘s business that include value delivery beyond and outside the normal operating context (including based on specified criteria established in the future by the Compensation Committee) (the “Contribution Condition”). If the Compensation Committee determines that Dr. Venker has satisfied the Contribution Condition on or prior to the five-year anniversary of the Venker PSU Opportunity Letter, the Compensation Committee will approve a grant to Dr. Venker of up to 11,900,000 PSUs in the aggregate, substantially on the terms described above for Mr. Gline and Dr. Sukhatme, provided that for any PSUs so awarded to Dr. Venker: (i) the start date of the “Performance Period” will be the date of the Venker PSU Opportunity Letter and (ii) for any tranche of PSUs that has already satisfied the “Performance Condition” on or prior to the grant date of the PSUs, the Service Condition requirement for such tranche will be measured from the actual grant date of the PSUs. To the extent that the Compensation Committee determines in its sole discretion that Dr. Venker has not satisfied the Contribution Condition on or prior to the five-year anniversary of the Venker PSU Opportunity Letter, the opportunity to receive such PSUs will be forfeited and cancelled in its entirety without any payment to Dr. Venker. RSUs The Compensation Committee determined to grant time-based vesting RSUs as part of the Fiscal 2024 Senior Executive Compensation Program because they deliver value even during periods of stock market or stock price underperformance, and reinforce an ownership culture and commitment to us. Because of this, this component also helps keep together this team of executives who are critical to our business and the execution of our long-term strategic plan. The RSUs were granted to complement the multi-year PSUs provided to our executives under the program—specifically, while the PSUs incentivize our executives to achieve significant stock price appreciation, the RSUs help ensure that the stock price appreciation is sustained over the long-term, as the ultimate value of the RSUs is directly linked to our future share price. The RSUs also foster an ownership culture among our executive officers by making executive officers become shareholders with a greater personal stake in the value they are incentivized to create. The combination of these awards encourages prudent decision-making and risk management and creates a balanced focus on short-term and long-term performance that supports sustainable, long-term shareholder value creation. The RSUs granted to each of Mr. Gline and Dr. Sukhatme are designed to equal five years’ worth of annual RSU awards at the 50th percentile among our peer companies and are intended, together with the PSUs, to be the only equity awards granted to these executives over the next five years. Accordingly, these RSUs are scheduled to vest over a five-year period, with 20% of the RSUs vesting on March 31, 2026, and the remaining RSUs thereafter vesting in a series of 16 successive equal quarterly installments, subject to the executive’s continuous service through the applicable vesting date. This vesting schedule extends the five-year vesting period for these awards into 2030.

  64. Elements of the Fiscal 2024 Executive Compensation Program

    The number of RSUs granted to Dr. Venker are (together with the stock options granted to Dr. Venker and described below) designed to equal one year’s worth of annual equity awards. The RSUs are scheduled to vest over a four-year period, with 25% of the RSUs vesting on May 20, 2025 and the remaining RSUs vesting in 12 equal quarterly installments thereafter, subject in each case to the executive’s continuous service through the applicable vesting date. In the event an executive’s continuous service is involuntarily terminated without “cause” within 12 months following the date of the consummation of a change in control, all such RSUs held by that executive will become fully vested. Stock Options Dr. Venker’s compensation program was designed to ensure that, at a minimum, he received annual levels of incentive compensation matching the rewards for senior executives at our peer companies, adjusted for his individual performance. The Compensation Committee viewed this as particularly important given the contingent nature of his PSU opportunity, as set forth in the Venker PSU Opportunity Letter. The Compensation Committee believes that stock options play an effective role in linking pay with performance in that our stock price must appreciate following the grant date in order for the options to deliver any value to our executives. As a result, the Compensation Committee granted Dr. Venker stock options under the Fiscal 2024 Senior Executive Compensation Program to further align his interests with those of our shareholders, while at the same time ensuring his equity compensation package includes a component of awards similar to those granted by peer companies. The stock options granted to Dr. Venker will vest and become exercisable over a four-year period, with 25% of the options vesting on May 20, 2025 and the remaining options vesting in 36 equal monthly installments thereafter, subject to the executive’s continuous service through the applicable vesting date. In the event that Dr. Venker’s continuous service is involuntarily terminated without “cause” within 12 months following the date of the consummation of a change in control, all such options will become fully vested and exercisable. “In-the-Money” Pay Demonstrates Pay for Performance Alignment A core component of our compensation philosophy is to incentivize our executive officers by creating a strong link between their individual performance, the Company’s operating and financial performance and the compensation they earn. To show the alignment of pay outcomes with performance, it is useful to illustrate the “in-the-money” value of the equity awards granted to Mr. Gline, Dr. Sukhatme and Dr. Venker under the Fiscal 2024 Senior Executive Compensation Program relative to the values reported in the Summary Compensation Table, which are calculated in accordance with applicable SEC rules. “In-the-money” pay shows this relationship because it reflects the realizable gross value of equity awards received by Mr. Gline, Dr. Sukhatme and Dr. Venker if those awards were exercised or settled, as applicable, at the end of Fiscal 2024 and fluctuates with performance and with increases or decreases to the price of our common shares. For this reason, contrasting the reported value of these awards with their “in-the-money” value provides a meaningful demonstration of the pay for performance alignment of our executive compensation program. The following chart illustrates, for Fiscal 2024, the difference between the reported and “in-the-money” value of the equity awards granted to each of Mr. Gline, Dr. Sukhatme and Dr. Venker under the Fiscal 2024 Senior Executive Compensation Program. The values shown above as “reported compensation” reflect the values for the applicable equity awards as reported in the Summary Compensation Table in accordance with applicable SEC rules. The values shown above as “in-the-money compensation” for the RSU awards are calculated by multiplying the number of RSUs granted to each of Mr. Gline, Dr. Sukhatme and Dr. Venker by the closing price of the Company’s common shares as reported on The Nasdaq Global Select Market as of March 31, 2025 ($10.09). These values do not reflect any withholding for applicable taxes due upon the vesting and settlement of the RSU swards. As of March 31, 2025, the trailing 30-day volume weighted average trading price per common share was below the share price hurdle for the first tranche of the PSUs ($15.00). As a result, none of the PSUs had satisfied a Performance Condition and vested as of March 31, 2025 and, accordingly, the PSUs had no “in-the-money” value as of that date. The stock options awarded to Dr. Venker have an exercise price of $10.80. As the closing price of the Company’s common shares on March 31, 2025 was $10.09, the options had no “in-the-money” value at that date. As noted above, the RSU and PSU awards granted to Mr. Gline and Dr. Sukhatme are intended to represent five years' worth of equity incentive awards for these executives. In addition, the first vesting event for the RSUs granted to Mr. Gline and Dr. Sukhatme, covering 20% of the awards to those executives, does not take place until March 31, 2026, extending the five-year vesting period for these awards into 2030. One-Time Cash Retention Awards As part of the Fiscal 2024 Senior Executive Compensation Program, in July 2024 the Compensation Committee approved the following one-time cash retention awards:

  65. Elements of the Fiscal 2024 Executive Compensation Program

    Consistent with the terms of the cash bonus program described above, which was approved by the Company’s Board of Directors in December 2023, the one-time cash retention awards provided to Mr. Gline and Dr. Venker are subject to the following vesting terms: (i) 50% of the award vested within 30 days of the grant date, (ii) 25% of the award vested and became payable on or about September 20, 2024 and (iii) the remaining 25% of the award will vest and become payable on or about September 19, 2025, subject to the executive’s continuous service through the applicable vesting date. In the event the executive’s employment is terminated without cause (as defined in the executive’s employment agreement) or due to death or “disability” (as defined in the award letter) prior to the final vesting date, the executive will be entitled to receive any unvested portion of the award within 60 days of the employee’s termination date, subject to the execution and non-revocation of a release of claims by the executive. The one-time cash retention award provided to Dr. Sukhatme was paid upfront. If a Recoupment Event (as defined below) occurs on or prior to September 30, 2025, Dr. Sukhatme will be required to repay to the Company $15.0 million of the cash retention award. A “Recoupment Event” will be deemed to occur if (x) Dr. Sukhatme’s employment in good standing is terminated or otherwise ceases for any reason (except as provided in the following sentence) or (y) Dr. Sukhatme breaches any of his restrictive covenant obligations. In the event Dr. Sukhatme’s employment is terminated by the Company without “cause” (as defined in Dr. Sukhatme’s employment agreement) or due to death or “disability” (as defined in the award letter), no portion of the cash retention award will be subject to repayment, provided that Dr. Sukhatme executes and does not revoke a release of claims.

  66. Compensation Arrangements with Eric Venker

    Compensation Arrangements with Eric Venker In April 2025, we announced that Eric Venker had been appointed as the Chief Executive Officer of our subsidiary, Immunovant. Dr. Venker continues to be employed by RSI with the title President and Immunovant CEO. In connection with Dr. Venker's appointment as Immunovant's CEO, in July 2025, the Compensation Committee approved an amended and restated employment agreement between Dr. Venker and RSI (the “A&R Venker Employment Agreement”) and a grant of RSUs to Dr. Venker, as described in more detail below. In addition, in July 2025 Immunovant approved a new employment agreement with Dr. Venker (the “Venker-IMVT Employment Agreement”), two grants of stock options to purchase shares of Immunovant common stock and a grant of a capped value appreciation right (“CVAR”) to Dr. Venker, as described in more detail below. The A&R Venker Employment Agreement included a number of changes to Dr. Venker’s existing employment agreement with RSI, including (i) a change in Dr. Venker’s title at RSI, to President and Immunovant CEO (from President and Chief Operating Officer), (ii) an update to Dr. Venker’s base salary at RSI, to $75,000 (from $620,000) and an increase in his target annual bonus opportunity from 55% to 75% of his annual base salary, (iii) a limitation on Dr. Venker’s eligibility for an annual cash bonus at RSI while co-employed by Immunovant and (iv) changes in certain severance arrangements with Dr. Venker under various termination scenarios. For more information on the A&R Venker Employment Agreement, see “—Agreements with Our NEOs—Eric Venker.” The Compensation Committee also approved a grant of Roivant time-based vesting RSUs to Dr. Venker with a target grant date value of $2,250,000. The number of RSUs granted pursuant to the award will be determined based on the 30-day trailing average price of the Company’s common shares on the Nasdaq Global Select Market as of the grant date. The RSUs are scheduled to vest over a four-year period, with 25% of the RSUs vesting on May 20, 2026 and the remaining RSUs vesting in 12 equal quarterly installments thereafter, subject to Dr. Venker’s continuous service through the applicable vesting date. In the event Dr. Venker’s continuous service is involuntarily terminated without “cause” within 12 months following the date of the consummation of a change in control of Roivant, all of the RSUs will become fully vested. In conjunction with these arrangements at RSI, Immunovant approved the Venker-IMVT Employment Agreement which provides for, among other things, (i) a base salary for Dr. Venker of $672,000 (subject to periodic review and adjustment from time to time in the discretion of the Immunovant board of directors), (ii) a target annual bonus for Dr. Venker equal to 72.25% of his base salary at Immunovant (with the actual amount of any annual bonus to be based on an assessment by Immunovant’s board of directors (or applicable committee thereof) of Dr. Venker’s individual performance and overall company performance), and (iii) severance arrangements with Dr. Venker under various termination scenarios. For more information on the terms of the Venker-IMVT Employment Agreement, see “—Agreements with Our NEOs—Eric Venker.” In addition, in connection with his appointment as Chief Executive Officer of Immunovant, Immunovant approved two grants of stock options to purchase shares of Immunovant common stock and a CVAR grant to Dr. Venker. The first award of stock options has a target grant date value of $2,250,000 (the “Dollar Award”). The second award will consist of 1,300,000 stock options (the “Unit Award” and, together with the Dollar Award, the “IMVT Option Awards”). The number of shares underlying the Dollar Award will be determined using an estimated “Black-Sholes” value based on the 30-day trailing average price of Immunovant’s common stock on the Nasdaq Global Select Market as of the grant date. The IMVT Option Awards will have an exercise price equal to the closing price of Immunovant’s common stock as reported by the Nasdaq Global Select Market on the grant date. The IMVT Option Awards are scheduled to vest over a four-year period, with 25% of the stock options vesting on April 21, 2026 and the remaining options vesting in a series of 12 successive equal quarterly installments thereafter, subject to Dr. Venker’s continuous service through the applicable vesting date. In the event of a change in control, all of the IMVT Option Awards will become fully vested. In addition, following the time-vesting of any of the stock options underlying the Unit Award, the shares of common stock underlying the applicable vested tranche of the Unit Award will be subject to a further two-year holding period before such shares of common stock may be sold by Dr. Venker. The two-year holding period will cease to apply in the event of a change in control or following the executive’s termination due to death or “disability” (as defined in the award agreement). In connection with his appointment, Dr. Venker also received a grant of capped value appreciation rights (“CVARs”) of Immunovant (the “CVAR Award”). The CVAR Award consists of 1,475,000 CVARs that will vest and settle into shares of Immunovant common stock upon the satisfaction of the applicable vesting and other requirements. The service-vesting requirement applicable to the CVAR Award is satisfied as follows: (i) 25% of CVAR Award service-vests on April 1, 2026; and (ii) the remaining 75% of the CVAR Award service-vests in 12 equal quarter installments thereafter. The performance-vesting requirement applicable to the CVAR Award is tied to the achievement of a specified clinical development activity at Immunovant. In addition, a “knock-in” requirement applicable to the CVARs requires that for any tranche of the CVAR award to become vested prior to the expiration date, the price of Immunovant’s common shares on a service-vesting date (or a subsequent annual measurement date before expiration) must be equal to or greater than $16.76 per share. Upon satisfaction of these vesting conditions (such portion of the CVAR Award, the “Vested CVARs”), the CVAR Award will entitle Dr. Venker 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 share of common stock as of the relevant vesting date (capped at $16.76 per share) over (B) the applicable hurdle price of $14.46 (the “CVAR Amount”). The CVAR Award will then settle into a number of shares of Immunovant common stock determined by dividing (i) the applicable CVAR Amount by (ii) the fair market value of a share of common stock on the applicable payment date, which will be issued shortly following the applicable vesting date. Following the vesting of any portion of the CVAR Award, 87.25% of the shares of common stock issued to Dr. Venker will be subject to a two-year holding period during which Dr. Venker cannot sell or otherwise transfer such shares (subject to limited exceptions, including for the satisfaction of tax withholding obligations).

  67. Compensation Arrangements with Frank Torti

    Compensation Arrangements with Frank Torti In July 2025, the Board of Directors appointed Dr. Frank Torti as RSI’s President and Vant Chair, and as an executive officer of the Company. In connection with this appointment, the Compensation Committee approved an amended and restated employment agreement between Dr. Torti and RSI and certain other compensatory arrangements with Dr. Torti, as described in more detail below. Pursuant to Dr. Torti’s employment agreement, as amended, Dr. Torti’s annual base salary is $725,000, which is subject to adjustment at the discretion of the Compensation Committee. Dr. Torti 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 Dr. Torti’s performance, as well as business conditions at the Company. Dr. Torti will also be eligible to receive discretionary periodic or annual equity incentive awards, based on Dr. Torti’s performance and business conditions at the Company, as determined in the sole discretion of the Compensation Committee. Dr. Torti 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. Dr. Torti is also entitled to reimbursement for annual tax planning services up to an aggregate annual amount of $35,000 per year (on a tax-equalized basis). Pursuant to Dr. Torti’s employment agreement, in the event Dr. Torti’s employment is terminated by RSI without “cause” (other than due to Dr. Torti’s death or “disability”) or Dr. Torti resigns for “good reason” (each as defined in Dr. Torti’s employment agreement), then, subject to Dr. Torti’s timely execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants, Dr. Torti 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 and (ii) an amount equal to his target annual bonus for the year of termination, payable in accordance with RSI’s regular payroll over 12 months. In addition, under Dr. Torti’s employment agreement, he is also entitled to receive grants of equity incentive awards in certain Vant subsidiaries of the Company on which he serves on the board of directors, as well as certain rights related to his Vant equity. The Compensation Committee also approved a one-time cash retention award to Dr. Torti of $7.5 million in connection with his appointment. The retention award will be paid within 30 days of the effective date of Dr. Torti’s employment agreement with RSI. If Dr. Torti’s continuous service with RSI terminates for any reason (other than a termination due to his death or disability or a termination by RSI without cause) prior to September 19, 2025, Dr. Torti will be required to repay to the Company $2.5 million of the cash retention award (on an after-tax basis). Dr. Torti did not participate in the Cash Bonus Program. In addition, in connection with his appointment as President and Vant Chair, the Compensation Committee approved two new grants of Roivant incentive equity awards to Dr. Torti: (i) a grant of 11,900,000 PSUs (the “Torti PSU Award”) and (ii) a grant of 1,836,547 RSUs (the “Torti RSU Award”). The Torti PSU Award was approved with the same terms and conditions (including performance period, price hurdles and other terms) as the PSUs granted to Mr. Gline and Dr. Sukhatme as part of the Fiscal 2024 Senior Executive Compensation Program, as described in more detail on page 32. The Torti RSU Award was also approved on the same terms and conditions as the RSUs granted to Mr. Gline and Dr. Sukhatme as part of the Fiscal 2024 Senior Executive Compensation Program, as described in more detail on page 32. Similar to the PSU awards granted to Mr. Gline and Dr. Sukhatme, the Torti RSU Award is scheduled to vest over a five-year period, with 20% of the RSUs vesting on March 31, 2026 and the remaining RSUs vesting in 16 equal quarterly installments thereafter, subject to Dr. Torti’s continuous service through the applicable vesting date extending the five-year vesting period for these awards into 2030. In the event Dr. Torti’s continuous service is involuntarily terminated without “cause” within 30 days prior to or 12 months following the date of the consummation of a change in control, all of the RSUs will become fully vested.

  68. Agreements with Our NEOs

    Agreements with Our NEOs We have entered into employment agreements, or in the case of Ms. Humes, an offer letter, with 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. These agreements 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 agreements contain standard confidentiality and non-disparagement provisions that apply during the term of the NEO’s employment and perpetually thereafter. We offer severance benefits because we compete for executive talent in a highly competitive market in which companies routinely offer similar benefits to their officers. These severance benefits may consist of a payment equal to a specified number of months of base salary continuation, payment of premiums for continued health insurance coverage for a specified period of time, an amount determined by reference to the executive’s annual performance-based cash incentive and accelerated vesting of equity or an extension of time in which to exercise stock options. We provide severance benefits outside of the change in control context if our NEO’s employment is terminated without cause, or if the executive terminates employment for good reason, as each of those terms are defined in the employment agreements, subject to the executive officer’s execution of an effective release of claims. The Company believes that it is appropriate to provide severance in this instance to bridge executives to new employment, particularly in view of the restrictive covenant agreements that our executives have signed with the Company. We provide enhanced severance benefits in the change in control context because we believe that the occurrence or potential occurrence of a change in control transaction will create uncertainty regarding the continued employment of our executive officers. The Company believes it serves the best interest of the Company and its shareholders to have executives focus on the business merits of mergers and acquisitions without undue concern for their personal financial outcome. As such, we provide severance protections in connection with a change in control, subject to each executive officer’s execution of an effective release of claims, to help ensure that executive officers can objectively evaluate change in control transactions that may be in the best interest of our shareholders, despite the potential negative consequences such transactions may have on them personally. We believe that the severance benefits provided to our executive officers under their offer letters or employment agreements are an important component of each executive officer’s overall compensation as they help us to attract and retain our key executives who could have other job alternatives that may appear to them to be more attractive absent these protections.

  69. Matthew Gline

    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).

  70. Jennifer Humes

    Jennifer Humes Effective February 20, 2025, Jennifer Humes was appointed as the Company’s Chief Accounting Officer, replacing Ms. Kumar. The terms of Ms. Humes’s offer letter include (i) an annual base salary of $380,000; (ii) a sign-on bonus of $261,500, which was a “make whole” amount in lieu of compensation foregone from her prior employer, payable within 30 days of the Effective Date (such date, the “Payment Date”) (subject to repayment in full in the event that Ms. Humes’s employment with the subsidiary or any of its affiliates terminates for any reason on or prior to the second anniversary of the Payment Date); (iii) a target annual cash bonus equal to 50% of her annual base salary; (iv) a grant of a number of the Company’s RSUs that had an aggregate estimated cash value as of the grant date of approximately $1,200,000 (the “RSU Grant”); and (v) a grant of a number of options to purchase the Company’s common shares (the “Option Grant”) that had an aggregate estimated Black-Scholes value as of the grant date of approximately $800,000. The RSU Grant will vest 25% on the first anniversary of the vesting commencement date and in twelve (12) equal quarterly installments thereafter, in each case subject to Ms. Humes’s continued employment through the applicable vesting date. The Option Grant will vest and become exercisable 25% on the first anniversary of the vesting commencement date and in thirty-six (36) equal monthly installments thereafter, in each case subject to Ms. Humes’s continued employment through the applicable vesting date.

  71. Equity Compensation Plans

    Equity Compensation Plans

  72. Amended and Restated 2015 Equity Incentive Plan

    Amended and Restated 2015 Equity Incentive Plan We maintain the 2015 EIP, under which eligible participants may be granted equity awards. Following the completion of the Company’s business combination transaction with Montes Archimedes Acquisition Corp. in September 2021, no further awards will be granted under the 2015 EIP. Any awards outstanding under the 2015 EIP will remain subject to the terms of the 2015 EIP and the applicable award agreement. The 2015 EIP provides that, in the event of a “change in control” (as defined in the 2015 EIP), the Board of Directors may take certain actions with respect to outstanding awards, including the continuation or assumption of awards, substitution or replacement of awards by a successor entity, acceleration of vesting and lapse of restrictions or cancellation of awards in consideration of a payment.

  73. 2021 Equity Incentive Plan

    2021 Equity Incentive Plan The 2021 EIP became effective on September 29, 2021. The 2021 EIP is administered by the Board of Directors, which may delegate its duties and responsibilities to one or more committees of its directors, and provides for the grant of equity-based awards to our employees, consultants and directors (including individuals who have accepted an offer of employment or service from us or our affiliates) in the form of stock options (including incentive stock options and nonqualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance restricted stock units or other stock-based awards. The 2021 EIP will expire on the tenth anniversary of its effective date, unless terminated earlier in accordance with its terms. As of March 31, 2025, 41,801,628 common shares were available for issuance pursuant to the 2021 EIP. The number of common shares available for issuance under the 2021 EIP is subject to an annual increase on April 1 of each year equal to the lesser of (i) 5% of the common shares outstanding as of the last day of the immediately preceding fiscal year of the Company and (ii) a number of common shares as determined by the Board of Directors (an “Evergreen Increase”). Prior to April 1, 2025, the Board of Directors resolved not to increase the number of common shares reserved for issuance under the 2021 EIP on April 1, 2025, but instead to defer until later in the fiscal year ending March 31, 2026 the decision as to whether to increase the reserve by up to 5% of the common shares outstanding as of March 31, 2025. In the event of a “change in control,” as defined in the 2021 EIP, the Compensation Committee may take certain actions with respect to outstanding awards, including the continuation or assumption of awards, substitution or replacement of awards by a successor entity, acceleration of vesting and lapse of restrictions, determination of the attainment of performance conditions for performance awards or cancellation of awards in consideration of a payment.

  74. Equity Granting Practices

    Equity Granting Practices Although we do not have a formal policy with respect to the timing of grants of our equity incentive awards, the Compensation Committee has historically granted such awards on a predetermined annual schedule during the first quarter of our fiscal year. We also periodically grant off-cycle equity incentive awards in connection with specific circumstances such as new hires, promotions, special incentive or retention efforts or as replacement grants. The Company has never granted, and has no plans to grant, any equity award to current or new employees in anticipation of the release of material nonpublic information, and we do not accelerate or delay the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. The exercise price of stock options is no less than the closing price of our stock on the effective date of the grant.

  75. Tax and Accounting Considerations

    Tax and Accounting Considerations Section 162(m). When reviewing compensation matters, our Compensation Committee considers the anticipated tax consequences to us (and, when relevant, to our executive officers) of the various payments under our compensation programs. Section 162(m) of the Code generally disallows a tax deduction for any publicly held corporation for individual compensation of more than $1.0 million in any taxable year to certain executive officers. Our Committee, after considering the potential impact of the application of Section 162(m) of the Code, may provide compensation to executive officers that may not be tax deductible if it believes that providing that compensation is in the best interests of us and our shareholders. Accounting for Stock-Based Compensation. We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”), for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of stock options and both performance-based, time-based RSUs and stock options under our equity incentive award plans are accounted for under ASC Topic 718. Our Board of Directors or our Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, our Compensation Committee may revise certain programs to appropriately align accounting expenses of equity awards with the overall executive compensation philosophy and objectives.

  76. Compensation Risk Assessment

    | • | To further ensure that the interests of our NEOs are aligned with those of our shareholders, a significant portion of executive officer long-term incentive compensation is awarded as equity subject to vesting requirements. |

  77. Summary Compensation Table

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

  78. 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 | 2024 | $725,000 | $4,978,875 | $157,577,851 | — | — | $12,018 | $163,293,744 | | | 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 | 2024 | $437,750 | $1,113,674 | $410,061 | $2,163,910 | — | $1,755 | $4,127,151 | | | 2023 | $425,000 | $1,846,250 | $587,048 | $2,273,748 | — | $17,388 | $5,149,434 | | Mayukh Sukhatme President and Chief Investment Officer | 2024 | $550,000 | $81,069,750 | $170,217,983 | — | — | $21,032 | $251,858,764 | | | 2023 | $550,000 | — | — | — | — | $24,560 | $574,560 | | | 2022 | $450,000 | $1,243,500 | — | $47,206,737 | — | $25,346 | $48,925,582 | | Eric Venker President and Immunovant CEO | 2024 | $600,208 | $6,038,175 | $2,203,200 | $2,933,103 | — | $32,736 | $11,807,422 | | | 2023 | $570,000 | — | — | — | — | $62,420 | $632,420 | | | 2022 | $569,806 | $637,630 | — | $47,206,737 | — | $73,794 | $48,487,966 | | Jennifer Humes Chief Accounting Officer | 2024 | $41,897 | $281,450 | $1,231,437 | $826,878 | — | $1,293 | $2,382,956 | | Rakhi Kumar Former Chief Accounting Officer | 2024 | $370,156 | $1,650,328 | $412,382 | $1,862,828 | — | $398,244 | $4,693,938 | | | 2023 | $375,000 | $1,657,828 | $587,048 | $1,698,113 | — | $13,170 | $4,331,159 |

  79. Summary Compensation Table

    Note: Certain amounts may not sum due to rounding.

  80. Summary Compensation Table

    | (1) For Mr. Pulik and Ms. Kumar, compensation information is presented for Fiscal 2024 and Fiscal 2023 only, as they were not named |

  81. Summary Compensation Table

    executive officers in Fiscal 2022. For Ms. Humes, compensation information is presented for Fiscal 2024 only, as she was not a named executive officer in Fiscal 2023 or Fiscal 2022. Ms. Humes became our Chief Accounting Officer on February 20, 2025, at which time Ms. Kumar ceased serving as our Chief Accounting Officer.

  82. Summary Compensation Table

    | (2) The amounts reported in this column for Mr. Gline, Mr. Pulik, Dr. Sukhatme and Dr. Venker for Fiscal 2024 reflect (i) an annual cash discretionary performance bonus (an “annual bonus”) that was earned and paid based on an assessment by the Compensation Committee of the Board of Directors of overall Company performance in Fiscal 2024, as discussed further above under “—Short-Term Incentives: Annual Cash Bonuses,” and (ii) as previously disclosed, a one-time cash retention award (a “retention award”), as discussed further above under “—Fiscal 2024 Senior Executive Compensation Program—One-Time Cash Retention Awards.” |

  83. Summary Compensation Table

    | (a) For Mr. Gline, the amount reported in this column for Fiscal 2024 reflects (i) an annual bonus of $685,125 and (ii) a retention award of $4,293,750, representing 75% of Mr. Gline’s total retention award approved in July 2024; the remaining 25% of the retention award will vest and become payable on or about September 19, 2025, subject to Mr. Gline’s continued service through that date. |

  84. Summary Compensation Table

    | (b) For Mr. Pulik, the amount reported in this column for Fiscal 2024 reflects (i) an annual bonus of $413,674 and (ii) a retention award of $700,000, representing 25% of Mr. Pulik’s total retention award approved in December 2023; 50% of the retention award vested and was paid in Fiscal 2023; the remaining 25% of the retention award will vest and become payable on or about September 19, 2025, subject to Mr. Pulik’s continued service through that date. |

  85. Summary Compensation Table

    | (c) For Dr. Sukhatme, the amount reported in this column for Fiscal 2024 reflects (i) an annual bonus of $519,750 and (ii) a retention award of $80,550,000 approved in July 2024, which is subject in part to repayment if a Recoupment Event (as defined below) occurs on or prior to September 30, 2025. For more information on the terms of Dr. Sukhatme’s retention award, see “—Fiscal 2024 Senior Executive Compensation Program—One-Time Cash Retention Awards” above. |

  86. Summary Compensation Table

    | (d) For Dr. Venker, the amount reported in this column for Fiscal 2024 reflects (i) an annual bonus of $439,425 and (ii) a retention award of $5,598,750, representing 75% of Dr. Venker’s total retention award approved in July 2024; the remaining 25% of the retention award will vest and become payable on or about September 19, 2025, subject to Dr. Venker’s continued service through that date. |

  87. Summary Compensation Table

    The amount reported in this column for Ms. Humes for Fiscal 2024 reflects (i) an annual bonus of $19,950, representing a prorated portion of the annual bonus for Fiscal 2024 earned by Ms. Humes for her service from February 20, 2025 through March 31, 2025, and (ii) a one-time sign-on bonus of $261,500 in connection with her hire, effective February 20, 2025. For additional details of the terms of Ms. Humes’s sign-on bonus, see “—Agreements with our NEOs—Jennifer Humes” above. The amount reported in this column for Ms. Kumar for Fiscal 2024 reflects (i) an annual bonus of $386,250, representing Ms. Kumar’s target annual bonus under her employment agreement with RSI, paid in March 2025 in connection with Ms. Kumar’s separation from RSI, and (ii) $1,264,078, representing the remaining 50% of Ms. Kumar’s retention award approved in December 2023, 25% of which was paid in accordance with its terms in September 2024 and 25% of which was also paid in March 2025 in connection with Ms. Kumar’s separation from RSI. For more information, see “—Agreements with our NEOs—Rakhi Kumar” above.

  88. Summary Compensation Table

    | (3) The amounts reported in these columns represent the aggregate grant date fair value of the awards of RSUs, PSUs and 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 Roivant Sciences Ltd. 2021 Equity Incentive Plan (the “2021 EIP”). The grant date fair value was calculated in accordance with FASB ASC Topic 718 (“Topic 718”), excluding the effect of estimated forfeitures. For stock options, the grant date fair value was calculated using the Black-Scholes stock 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 for the fiscal year ended March 31, 2025, previously filed with the SEC. The grant date fair values noted for Ms. Kumar’s awards reflect the modifications made in connection her separation from RSI, as described in more detail above under “—Agreements with our NEOs— Rakhi Kumar.” The amounts reported in this column reflect the aggregate accounting cost for these equity awards, and do not correspond to the actual economic value that may be received by the NEOs upon the exercise of the stock options, the vesting and settlement of the RSUs or PSUs or any sale of the underlying common shares. |

  89. Summary Compensation Table

    | (4) The amounts reported for Fiscal 2024 in this column reflect the following: |

  90. Summary Compensation Table

    | (a) For Mr. Gline (i) matching contributions under RSI’s 401(k) plan ($10,500), (ii) company gifts ($378), (iii) cell phone reimbursement ($600) and (iv) group life insurance coverage ($540). |

  91. Summary Compensation Table

    | (b) For Mr. Pulik (i) company gifts ($345), (ii) group life insurance coverage ($810) and (iii) cell phone reimbursement ($600). |

  92. Summary Compensation Table

    | (c) For Dr. Sukhatme (i) matching contributions under RSI’s 401(k) plan ($10,500), (ii) company gifts ($345), (iii) group life insurance coverage ($918), (iv) cell phone reimbursement ($600) and (v) transportation benefits ($8,668). |

  93. Summary Compensation Table

    | (d) For Dr. Venker (i) matching contributions under RSI’s 401(k) plan ($11,480), (ii) company gifts ($378), (iii) group life insurance coverage ($486), (iv) cell phone reimbursement ($600) and (v) fees received by Dr. Venker in Fiscal 2024 for his service on the boards of directors of certain private company affiliates of Roivant ($19,792). |

  94. Summary Compensation Table

    | (e) For Ms. Humes (i) matching contributions under RSI’s 401(k) plan ($1,175), (ii) group life insurance coverage ($68) and (iii) cell phone reimbursement ($50). |

  95. Summary Compensation Table

    | (f) For Ms. Kumar (i) matching contributions under RSI’s 401(k) plan ($10,500), (ii) company gifts ($345), (iii) group life insurance coverage ($574), (iv) cell phone reimbursement ($575) and (v) severance payments under Ms. Kumar’s employment agreement with RSI ($386,250). |

  96. Grants of Plan-Based Awards for Fiscal 2024

    Grants of Plan-Based Awards for Fiscal 2024 The following table sets forth the awards, including stock options, RSUs and PSUs, granted to each of our NEOs during Fiscal 2024. For a description of the types of awards indicated below, please refer to “—Compensation Discussion & Analysis” above.

  97. Grants of Plan-Based Awards for Fiscal 2024

    | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards (PSUs) (#)(1) | | | | | | | | Name | Grant Date | Approval Date | Award Type | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($)(2) | Grant Date Fair Value of Stock and Option Awards(3) | | Matthew Gline | 7/26/2024 | 7/24/2024 | PSU | 2,125,595 | — | 14,450,000 | — | — | — | $127,825,784 | | | 7/26/2024 | 7/24/2024 | RSU | — | — | — | 2,754,821 | — | — | $29,752,067 | | Richard Pulik | 4/22/2024 | 4/8/2024 | Stock Option | — | — | — | — | 302,594 | $10.60 | $2,163,910 | | | 4/22/2024 | 4/8/2024 | RSU | — | — | — | 38,685 | — | — | $410,061 | | Mayukh Sukhatme | 7/26/2024 | 7/24/2024 | PSU | 2,500,700 | — | 17,000,000 | — | — | — | $150,383,275 | | | 7/26/2024 | 7/24/2024 | RSU | — | — | — | 1,836,547 | — | — | $19,834,708 | | Eric Venker | 7/26/2024 | 7/24/2024 | Stock Option | — | — | — | — | 409,000 | $10.80 | $2,933,103 | | | 7/26/2024 | 7/24/2024 | RSU | — | — | — | 204,000 | — | — | $2,203,200 | | Jennifer Humes | 3/20/2025 | 2/19/2025 | Stock Option | — | — | — | — | 115,108 | $10.97 | $826,878 | | | 3/20/2025 | 2/19/2025 | RSU | — | — | — | 112,255 | — | — | $1,231,437 | | Rakhi Kumar | 4/22/2024 | 4/8/2024 | Stock Option | — | — | — | — | 230,548 | $10.60 | $1,862,828 | | | 4/22/2024 | 4/8/2024 | RSU | — | — | — | 38,685 | — | — | $412,382 |

  98. Grants of Plan-Based Awards for Fiscal 2024

    | (1) The “threshold” value shown above represents the number of PSUs that would be issued upon achievement of the share price hurdle for the first tranche of the PSUs ($15.00). The PSUs do not include a “target” achievement threshold. Accordingly, for this column we have used the Company’s trailing 30-day volume weighted average trading price per common share at March 31, 2025 in order to calculate a theoretical “target” value, in accordance with Regulation S-K Item 402(f)(2). As the Company’s trailing 30-day volume weighted average trading price per common share at March 31, 2025 was below the share price hurdle for the first tranche of the PSUs ($15.00), resulting in no performance vesting of the PSUs as of that date, we have included zero as the “target” achievement in the table above. The “maximum” value shown above represents the number of PSUs that would be issued upon achievement of all of the share price hurdles for the PSUs. For information on the vesting and other conditions of the PSU, RSU and stock option awards, please refer to “—Outstanding Equity Awards at 2024 Fiscal Year End.” |

  99. Grants of Plan-Based Awards for Fiscal 2024

    | (2) Based on the closing price of our common shares as reported on The Nasdaq Global Select Market on the date of grant. |

  100. Grants of Plan-Based Awards for Fiscal 2024

    | (3) The amounts reported in this column represent the aggregate grant date fair value of the awards of RSUs, PSUs and stock options granted to the applicable NEO, if any, during Fiscal 2024 under the 2021 EIP. The grant date fair value was calculated in accordance with Topic 718, excluding the effect of estimated forfeitures. For stock options, the grant date fair value was calculated using the Black-Scholes stock 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 for the fiscal year ended March 31, 2025, previously filed with the SEC. The grant date fair values noted for Ms. Kumar’s awards reflect the modifications made in connection with her separation from RSI. The amounts reported in this column reflect the aggregate accounting cost for these equity awards, and do not correspond to the actual economic value that may be received by the NEOs upon the exercise of the stock options, the vesting and settlement of the RSUs or PSUs or any sale of the underlying common shares. |

  101. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table sets forth information regarding outstanding equity awards held by our NEOs as of the end of Fiscal 2024.

  102. Outstanding Equity Awards at 2024 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 ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)* | Equity Incentive Plan Awards: Number of Unearned Share, Units or Other Rights that Have Not Vested (#) | Equity Inventive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights 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 | 3/31/2026 | — | — | — | — | | | 3/26/2020 | 2,272,852 | — | $12.68 | 3/31/2026 | — | — | — | — | | | 3/26/2020 | 2,178,150 | — | $11.50(1) | 3/31/2026 | — | — | — | — | | | 5/20/2020 | 877,860 | — | $13.07 | 5/19/2030 | — | — | — | — | | | 5/2/2021 | 1,078,566 | 46,894(2) | $10.00 | 5/1/2031 | — | — | — | — | | | 5/2/2021 | 1,348,210 | 58,616(2) | $10.00 | 5/1/2031 | — | — | — | — | | | 5/20/2021 | — | — | — | — | 39,584(3) | $399,403(3) | — | — | | | 4/20/2022 | 10,498,155 | 4,475,029(2) | $3.85 | 4/19/2032 | — | — | — | — | | | 7/26/2024 | — | — | — | — | 2,754,821(4) | $27,796,144(4) | — | — | | | 7/26/2024 | — | — | — | — | — | — | 2,125,595(5) | $21,447,254 | | Richard Pulik | 9/28/2021 | — | — | — | — | 27,502(3) | $277,495(3) | — | — | | | 10/20/2021 | 274,242 | 39,177(2) | $6.00 | 10/19/2031 | — | — | — | — | | | 4/20/2022 | 729,167 | 270,833(2) | $3.85 | 4/19/2032 | — | — | — | — | | | 4/20/2023 | — | — | — | — | 33,352(6) | $336,522(6) | — | — | | | 4/20/2023 | 183,759 | 199,737(2) | $8.80 | 4/19/2033 | — | — | — | — | | | 4/22/2024 | — | — | — | — | 38,685(7) | $390,332(7) | — | — | | | 4/22/2024 | — | 302,594(2) | $10.60 | 4/21/2034 | — | — | — | — | | Mayukh Sukhatme | 5/20/2019 | 2,560,425 | 1,097,325(8) | $10.96 | 5/19/2029 | — | — | — | — | | | 3/26/2020 | 2,545,595 | — | $12.68 | 3/31/2026 | — | — | — | — | | | 3/26/2020 | 1,363,711 | — | $12.68 | 3/31/2026 | — | — | — | — | | | 3/26/2020 | 1,306,889 | — | $11.50(1) | 3/31/2026 | — | — | — | — | | | 5/2/2021 | 1,887,489 | 82,065(2) | $10.00 | 5/1/2031 | — | — | — | — | | | 4/20/2022 | 10,749,334 | 4,475,029(2) | $3.85 | 4/19/2032 | — | — | — | — | | | 7/26/2024 | — | — | — | — | 1,836,547(4) | $18,530,759(4) | — | — | | | 7/26/2024 | — | — | — | — | — | — | 2,500,700(5) | $25,232,063 | | 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 | 292,620 | — | $10.96 | 5/19/2029 | — | — | — | — | | | 3/26/2020 | 1,181,883 | — | $15.85 | 3/31/2026 | — | — | — | — | | | 5/20/2020 | 438,930 | — | $13.07 | 5/19/2030 | — | — | — | — | | | 5/2/2021 | 539,284 | 23,447(2) | $10.00 | 5/1/2031 | — | — | — | — | | | 5/2/2021 | 1,348,210 | 58,616(2) | $10.00 | 5/1/2031 | — | — | — | — | | | 5/20/2021 | — | — | — | — | 39,584(3) | $399,403(3) | — | — | | | 4/20/2022 | 5,448,894 | 4,475,029(2) | $3.85 | 4/19/2032 | — | — | — | — | | | 7/26/2024 | — | — | — | — | 204,000(7) | $2,058,360(7) | — | — | | | 7/26/2024 | — | 409,000(9) | $10.80 | 7/25/2034 | — | — | — | — | | Jennifer Humes | 3/20/2025 | — | — | — | — | 112,255(10) | $1,132,653(10) | — | — | | | 3/20/2025 | — | 115,108(2) | $10.97 | 3/19/2035 | — | — | — | — |

  103. Outstanding Equity Awards at 2024 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 ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)* | Equity Incentive Plan Awards: Number of Unearned Share, Units or Other Rights that Have Not Vested (#) | Equity Inventive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)* | | Rakhi Kumar | 3/26/2020 | 90,914 | — | $12.68 | 3/31/2026 | — | — | — | — | | | 3/26/2020 | 272,742 | — | $15.85 | 3/31/2026 | — | — | — | — | | | 3/26/2020 | 87,126 | — | $11.50(1) | 3/31/2026 | — | — | — | — | | | 5/20/2020 | 58,550 | — | $13.07 | 5/19/2030 | — | — | — | — | | | 5/2/2021 | 82,037 | 3,566(2) | $10.00 | 5/1/2031 | — | — | — | — | | | 5/20/2021 | — | — | — | — | 3,750(3) | $37,838(3) | — | — | | | 4/20/2022 | 41,667 | 270,833(2) | $3.85 | 4/19/2032 | — | — | — | — | | | 4/20/2023 | — | — | — | — | 33,352(6) | $336,522(6) | — | — | | | 4/20/2023 | 137,237 | 149,171(2) | $8.80 | 4/19/2033 | — | — | — | — | | | 4/22/2024 | — | — | — | — | 38,685(7) | $390,332(7) | — | — | | | 4/22/2024 | — | 230,548(2) | $10.60 | 4/21/2034 | — | — | — | — |

  104. Outstanding Equity Awards at 2024 Fiscal Year End

    | * The market value of the RSUs and PSUs reflected in this column is based on a share price of $10.09 per share, the closing price of our common shares as reported on The Nasdaq Global Select Market on March 31, 2025. |

  105. Outstanding Equity Awards at 2024 Fiscal Year End

    | (1) Reflects a 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 “Hurdle Price”) (such amount, 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. The Hurdle Price will be tested on March 30, 2026 (the “Testing Date”). If the closing price per common share exceeds the Hurdle Price on the Testing Date, then the applicable “CVAR Amount” in respect of such CVARs (which will be calculated based on the excess of the closing price per common share on the Testing Date (up to the existing “cap” price per common share) over the Hurdle Price) will be paid to the CVAR holder in common shares, with the number of common shares to be delivered to the holder in respect of the applicable earned CVAR Amount based on the closing price per common share on the Testing Date. If the closing price per common share is equal to or less than the Hurdle Price on the Testing Date, then the CVARs will be forfeited in their entirety on the expiration date of the CVARs. |

  106. Outstanding Equity Awards at 2024 Fiscal Year End

    | (2) Reflects a grant of non-qualified stock options to purchase common shares outstanding under the 2015 EIP or the 2021 EIP, as applicable, that vest and become exercisable as follows: (i) 25% vest and become exercisable on the first anniversary of the vesting commencement date; and (ii) the remaining 75% vest and become exercisable in a series of 36 successive equal monthly installments thereafter, in each case subject to the holder’s continuous service through the applicable vesting date. |

  107. Outstanding Equity Awards at 2024 Fiscal Year End

    | (3) Reflects a grant of RSUs outstanding under the 2015 EIP that service-vest as follows: (i) 25% service-vest on the first anniversary of the vesting commencement date; and (ii) the remaining 75% service-vest in a series of 36 successive equal monthly installments thereafter, in each case, subject to the holder’s continuous service through the applicable vesting date. The terms of the RSUs provide that in the event a recipient’s employment or service 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. |

  108. Outstanding Equity Awards at 2024 Fiscal Year End

    | (4) Reflects a grant of RSUs outstanding under the 2021 EIP that service-vest as follows: (i) 20% service-vest on March 31, 2026; and (ii) the remaining 80% service-vest in a series of 16 successive equal quarterly installments thereafter, subject to the holder’s continuous service through the applicable vesting date. In the event 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. |

  109. Outstanding Equity Awards at 2024 Fiscal Year End

    | (5) Reflects a grant of PSUs outstanding under the 2021 EIP. The number of PSUs reported in this column is based on a potential achievement of the threshold level of performance under the PSUs, which would be the satisfaction of the first share price hurdle for the PSUs ($15.00). For more information on the PSUs, please see above under “—Fiscal 2024 Senior Executive Compensation Program.” |

  110. Outstanding Equity Awards at 2024 Fiscal Year End

    | (6) Reflects a grant of RSUs outstanding under the 2021 EIP that service-vest as follows: (i) 25% service-vest on the first anniversary of the vesting commencement date; (ii) 1/16 service-vest 14 months after the vesting commencement date; and (iii) the balance of the RSUs service-vest in a series of 11 successive equal quarterly installments thereafter measured from the date fourteen months after the vesting commencement date, subject to the holder’s continuous service through the applicable vesting date. In the event the holder’s employment or service 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. For Ms. Kumar, provided that she has complied with her obligations under the consulting agreement and the other documentation entered into in connection with her separation from RSI, and that her consulting agreement is not otherwise earlier terminated in accordance with its terms, the RSUs will become fully vested as of the end of the 18-month term under her consulting agreement. |

  111. Outstanding Equity Awards at 2024 Fiscal Year End

    | (7) Reflects a grant of RSUs outstanding under the 2021 EIP that service-vest as follows: (i) 25% service-vest on the date 13 months from the vesting commencement date; and (ii) the remaining 75% service-vest in a series of 12 successive equal quarterly installments |

  112. Outstanding Equity Awards at 2024 Fiscal Year End

    thereafter measured from the date 13 months from the vesting commencement date, subject to the holder’s continuous service through the applicable vesting date. For Ms. Kumar, provided that she has complied with her obligations under the consulting agreement and the other documentation entered into in connection with her separation from RSI, and that her consulting agreement is not otherwise earlier terminated in accordance with its terms, the RSUs will become fully vested as of the end of the 18-month term under her consulting agreement.

  113. Outstanding Equity Awards at 2024 Fiscal Year End

    | (8) Reflects a grant of non-qualified stock options to purchase common shares outstanding under the 2015 EIP that vest and become exercisable as follows: (i) 6% vest on the first anniversary of the grant date; (ii) 10% vest on the second anniversary of the grant date; (iii) 14% vest on the third anniversary of the grant date; (iv) 18% vest on the fourth anniversary of the grant date; (v) 22% vest on the fifth anniversary of the grant date; and (vi) 30% vest on the sixth anniversary of the grant date, in each case, subject to the holder’s continuous service through the applicable vesting date. |

  114. Outstanding Equity Awards at 2024 Fiscal Year End

    | (9) Reflects a grant of non-qualified stock options to purchase common shares outstanding under the 2021 EIP that vest as follows: (i) 25% vest on the date 13 months from the vesting commencement date; and (ii) the remaining 75% vest in a series of 36 successive equal monthly installments thereafter, subject to the holder’s continuous service through the applicable vesting date. |

  115. Outstanding Equity Awards at 2024 Fiscal Year End

    | (10) Reflects a grant of RSUs outstanding under the 2021 EIP that service-vest as follows: (i) 25% service-vest on the first anniversary of the vesting commencement date; and (ii) the remaining 75% service-vest in 12 successive equal quarterly installments thereafter, in each case, subject to the holder’s continuous service through the applicable vesting date. |

  116. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 The following table sets forth the number of common shares acquired and the value realized upon exercises of stock options and vesting of RSUs during the fiscal year ended March 31, 2025 by each of our NEOs.

  117. Option Exercises and Stock Vested in Fiscal 2024

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Matthew Gline | 1,550,000 | $12,396,983.66 | 237,507 | $2,669,975.24 | | Richard Pulik | — | — | 88,361 | $983,600.36 | | Mayukh Sukhatme | 1,298,821 | $10,607,826.32 | — | — | | Eric Venker | 2,602,311 | $18,664,350.31 | 255,796 | $2,869,600.13 | | Jennifer Humes | — | — | — | — | | Rakhi Kumar | 437,500 | $3,243,726.21 | 57,444 | $633,637.36 |

  118. Option Exercises and Stock Vested in Fiscal 2024

    | (1) The value realized on exercise of option awards reflected in this column is calculated by multiplying the number of common shares received upon the exercise of the option awards by the difference between (i) the market value of a common share, calculated by taking the average of the high and low sales price per common share on The Nasdaq Global Select Market on the exercise date(s), and (ii) the exercise price of the options. The amounts reflected in this column do not reflect applicable taxes payable in connection with the exercise of the option awards and sale of the underlying common shares. |

  119. Option Exercises and Stock Vested in Fiscal 2024

    | (2) The value realized on vesting of stock awards reflected in this column is calculated by multiplying the number of common shares received upon the vesting of stock awards, multiplied by the market value of the underlying common shares on the vesting date calculated by taking the average of the high and low sales price per common share on The Nasdaq Global Select Market on the vesting date(s). The amounts reflected in this column do not reflect applicable taxes payable in connection with the settlement of stock awards. |

  120. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table and accompanying narrative describe the potential payments and benefits our NEOs would be entitled to under the Company’s compensation and benefit plans and arrangements in the particular types of covered termination of employment scenarios described below. In accordance with SEC rules, we have used certain assumptions in determining the amounts shown below. We have assumed that the termination of employment or change in control occurred on March 31, 2025, the last day of Fiscal 2024. On that date, the closing price on The Nasdaq Global Select Market of our common shares was $10.09. Since many factors (e.g., the time of year when the event occurs, our share price and the executive’s age) could affect the nature and amount of benefits an NEO could potentially receive under these scenarios, any amounts received by an NEO upon a future termination event may be different from those shown in the table below. Under SEC rules, the potential payments upon termination or change in control shown below do not include certain payments or other benefits the NEOs may be entitled to, including the value of equity awards that have already vested. The following table details the estimated value of the payments and benefits that our continuing NEOs would have been provided under their respective employment agreements based on the assumptions outlined above:

  121. Potential Payments Upon Termination or Change in Control

    | Name | Compensation Component | Termination Without Cause or for Good Reason Not in Connection with a Change in Control ($) | Termination Without Cause or for Good Reason in Connection with a Change in Control ($) | Disability / Death ($) | | Matthew Gline | Cash Severance | 1,450,000 | 1,450,000 | — | | | Cash Retention Award | 1,431,250 | 1,431,250 | 1,431,250 | | | Equity Award Vesting | — | 56,129,223(1) | — | | | COBRA Premium Reimbursement | 36,556 | 36,556 | — | | | Total | 2,917,806 | 59,047,029 | 1,431,250 | | Richard Pulik | Cash Severance | 437,750 | 437,750 | — | | | Cash Retention Award | 700,000 | 700,000 | 700,000 | | | Equity Award Vesting | 3,112,241(1) | — | | | | COBRA Premium Reimbursement | 6,769 | 6,769 | — | | | Total | 1,144,519 | 4,256,760 | 700,000 | | Mayukh Sukhatme | Cash Severance | 1,100,000 | 1,100,000 | — | | | Equity Award Vesting | 46,462,326(1) | 23,231,163 | | | | COBRA Premium Reimbursement | 37,469 | 37,469 | — | | | Total | 1,137,469 | 47,599,795 | 23,231,163 | | Eric Venker | Cash Severance | 1,085,000 | 1,085,000 | — | | | Cash Retention Award | 1,866,250 | 1,866,250 | 1,866,250 | | | Equity Award Vesting | 30,389,329(1) | — | | | | COBRA Premium Reimbursement | 24,033 | 24,033 | — | | | Total | 2,975,283 | 33,364,612 | 1,866,250 | | Jennifer Humes | Cash Severance | — | — | — | | | Equity Award Vesting | — | 1,132,653(1) | — | | | COBRA Premium Reimbursement | — | — | — | | | Total | — | 1,132,653 | — |

  122. Potential Payments Upon Termination or Change in Control

    | (1) The amount shown represents the value of unvested incentive equity awards that the applicable NEO may receive for a termination without “cause” or in connection with a “change in control” (each as defined in the applicable equity plan), assuming a price per share equal to the closing price of our common shares on March 31, 2025 of $10.09. This amount does not include any value from the PSU awards previously granted to Mr. Gline and Dr. Sukhatme as the Company’s trailing 30-day volume weighted average trading price per common share at March 31, 2025 was below the share price hurdle for the first tranche of the PSUs ($15.00), resulting in no performance vesting of the PSUs as of that date. |

  123. Potential Payments Upon Termination or Change in Control

    Accrued Pay and Regular Retirement Benefits: The amounts shown in the table above do not include certain payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. For more information on these potential payments, see “—Other Employee Benefits—401(k) Plan” above. These include:

  124. Potential Payments Upon Termination or Change in Control

    | • | accrued salary and vacation pay; |

  125. Potential Payments Upon Termination or Change in Control

    | • | benefits under the 401(k) plan; and |

  126. Potential Payments Upon Termination or Change in Control

    | • | welfare benefits. |

  127. Potential Payments Upon Termination or Change in Control

    Termination for Cause: NEOs terminated for cause receive no severance or enhanced benefits and forfeit any unvested equity grants. Termination Without Cause or for Good Reason Not in Connection with a Change in Control: Employment Agreements: Under the employment agreements in place between RSI and certain of the NEOs, if the NEO’s employment is terminated by RSI without “cause” (other than due to death or “disability”) or if the NEO resigns for “good reason” (each as defined in each NEO’s respective employment agreement), then, subject to the NEO’s timely execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants, the NEO will be entitled to receive the following:

  128. Potential Payments Upon Termination or Change in Control

    | • | Cash Severance. The cash severance payment is equal to 12 months (in the case of Mr. Gline, Dr. Sukhatme and Dr. Venker) and 6 months (in the case of Mr. Pulik) of base salary plus 100% (in the case of Mr. Gline, Dr. Sukhatme and Dr. Venker) and 50% (in the case of Mr. Pulik) of the target annual bonus for the year of termination. |

  129. Potential Payments Upon Termination or Change in Control

    | • | Continuation of Medical Benefits. Certain of the NEOs will also be eligible for reimbursement of COBRA premiums (less active employee rates) if not otherwise eligible for coverage under a subsequent employer’s group health insurance plan for 12 months (in the case of Mr. Gline, Dr. Sukhatme and Dr. Venker) and 6 months (in the case of Mr. Pulik). |

  130. Potential Payments Upon Termination or Change in Control

    Termination Without Cause or for Good Reason In Connection with a Change in Control:

  131. Potential Payments Upon Termination or Change in Control

    | • | Cash Severance. The NEOs will receive the cash severance for a termination without “cause” or for “good reason” as described above. |

  132. Potential Payments Upon Termination or Change in Control

    | • | Equity Award Agreements. Under each NEO’s equity award agreements, if the NEO is involuntarily terminated without “cause” within twelve (12) months (or in the case of stock options granted in 2022, at any time) following the date of the consummation of a “change in control” (each as defined in the applicable equity plan), any vesting that is based on continued employment shall be deemed satisfied. (Any other vesting condition applicable to an equity award which is satisfied based on any conditions other than continued employment, such as performance conditions, shall remain in effect.) |

  133. Potential Payments Upon Termination or Change in Control

    | • | Excise Taxes. Upon a change in control, the NEOs might be subject to certain excise taxes under Section 280G of the Internal Revenue Code. The Company does not reimburse the affected NEOs for those excise taxes or any income taxes payable by the NEOs. To reduce the NEO’s exposure to potential excise taxes, the NEO’s change in control benefit would be decreased to maximize the after-tax benefit to the individual. |

  134. Potential Payments Upon Termination or Change in Control

    | • | No Payments upon Change in Control Alone. The employment agreement provisions regarding a change in control are “double trigger,” meaning payments are made only if the NEO incurs a covered termination of employment within 12 months following the change in control. |

  135. Potential Payments Upon Termination or Change in Control

    Cash Retention Awards: With respect to any unvested amounts remaining under Mr. Gline’s, Mr. Pulik’s and Dr. Venker’s cash retention award agreements, in the event employment is terminated by RSI without cause or due to death or Disability then, other than in the case of death, subject to the NEO’s execution and non-revocation of a general waiver and release of claims that becomes irrevocable within 60 days of the NEO’s termination date, any remaining unpaid portion of the cash retention ward will become fully vested and paid. Death and Disability: A termination of employment due to death or disability does not entitle NEOs to any payments or benefits that are not available to U.S. employees generally, except that, under Dr. Sukhatme’s employment agreement, in the event of death or disability, any vesting of outstanding equity awards that is based on continued employment shall be deemed satisfied for 50% of each of Dr. Sukhatme’s equity awards which are then unvested. (Any other vesting condition applicable to an equity award which is satisfied based on performance, the occurrence of a liquidity event, or any conditions other than continued employment shall remain in effect.) Ms. Kumar’s Separation Agreement: In connection with her separation from RSI, Ms. Kumar entered into a Separation Agreement and General Release, pursuant to which she was entitled to receive the following:

  136. Potential Payments Upon Termination or Change in Control

    | • | An amount equal to twelve (12) months of her base salary plus an amount equal to 100% of her target annual bonus for RSI’s fiscal year ended March 31, 2025 ($772,500); and |

  137. Potential Payments Upon Termination or Change in Control

    | • | Payment of the unpaid portion of her cash retention award ($632,039). |

  138. Potential Payments Upon Termination or Change in Control

    In conjunction with her separation, Ms. Kumar also entered into a Consulting Agreement with RSI, pursuant to which Ms. Kumar will provide certain advisory and transition services as may be reasonably requested by RSI from time to time. In consideration for these services, the consulting agreement provides that Ms. Kumar will be eligible to continue to vest in her outstanding Company equity incentive awards during the 18-month term of the consulting agreement. At the conclusion of that term, provided that Ms. Kumar has complied with her obligations under the consulting agreement and the other documentation entered into in connection with her separation from RSI, and that the consulting agreement is not otherwise earlier terminated in accordance with its terms, any Roivant equity incentive awards held by Ms. Kumar that remain outstanding and unvested at such time shall fully vest as of such date. Using the closing price of RSI stock on the date of her separation ($10.66), the value of the unvested equity awards vesting during the consulting agreement is $2,756,183 and the additional amount that would vest upon the completion of the consulting agreement is $408,285.

  139. CEO Pay Ratio

    CEO Pay Ratio We present below the ratio of annual total compensation of our median compensated employee to the annual total compensation of Mr. Gline, calculated in accordance with Item 402(u) of Regulation S-K. We identified the median employee using our employee population on March 31, 2025 (including all employees of the Company and its consolidated subsidiaries, except those excluded as described below, whether employed on a full-time, part-time, seasonal or temporary basis, and the CEO). For Fiscal 2024, we employed a total of 760 employees (excluding the CEO), of which 692 were employed in the U.S. and 68 were employed outside of the U.S. In calculating the CEO pay ratio, we applied the de minimis exception to exclude 4 employees from the calculation. These employees are located in Australia (2 employees), France (1 employee) and Brazil (1 employee), representing 0.5% of our total workforce. Our consistently applied compensation measure consists of, as of March 31, 2025, the annual base pay and annual target cash incentive opportunity for Fiscal 2024. In identifying the median employee, we annualized the compensation values of individuals that joined our Company (inclusive of our consolidated subsidiaries) during Fiscal 2024. All amounts paid in currencies other than U.S. Dollars were converted to U.S. Dollars based on the applicable average annual exchange rates. Once the median employee was identified, we calculated the median employee’s annual total compensation in accordance with the requirements of the Summary Compensation Table. The Fiscal 2024, annual total compensation of our median compensated employee was $315,444. Mr. Gline’s Fiscal 2024 annual total compensation as reported in the Summary Compensation Table was $163,293,744, resulting in a ratio of 518:1. If the five-year RSU and PSU awards granted to Mr. Gline in Fiscal 2024, in lieu of five years of annual equity awards, were annualized over a five-year period, this ratio would have been approximately 118:1. For more information on the equity awards granted to Mr. Gline in Fiscal 2024, refer to “—Compensation Discussion and Analysis” above. For Fiscal 2023, assuming the same annual total compensation of our median compensated employee as Fiscal 2024 ($315,444) and using Mr. Gline’s Fiscal 2023 annual total compensation as reported in the Summary Compensation Table ($738,189), the resulting ratio would have been 2.3:1.

  140. 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 NEOs (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 view the link between our performance and the pay of our NEOs.

  141. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) (a) | Summary Compensation Table Total for PEO(2) (b) | Compensation Actually Paid to PEO(3) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(2) (d) | Average Compensation Actually Paid to Non-PEO NEOs(3) (e) | Roivant TSR(4) (f) | Peer Group TSR(5) (g) | Net Income (Loss) ($ Millions)(6) (h) | Share Price ($)(7) (i) | | Fiscal 2024 | $163,293,744 | $120,292,276 | $54,974,046 | $43,159,484 | $204 | $104 | $(356.7) | $10.09 | | Fiscal 2023 | $738,189 | $45,536,504 | $4,740,297 | $8,126,392 | $213 | $108 | $4,231.2 | $10.54 | | Fiscal 2022 | $48,978,825 | $97,617,266 | $48,706,774 | $97,819,396 | $149 | $100 | $(1,115.5) | $7.38 |

  142. Pay Versus Performance

    | (1) Matthew Gline, our Chief Executive Officer, was our PEO for each of the fiscal years presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  143. Pay Versus Performance

    | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | Richard Pulik | Richard Pulik | Mayukh Sukhatme | | Mayukh Sukhatme | Rakhi Kumar | Eric Venker | | Eric Venker | | | | Jennifer Humes | | | | Rakhi Kumar | | |

  144. Pay Versus Performance

    | (2) The dollar amounts reported in these columns represent the amount of total compensation reported for our PEO and on average for our Non-PEO NEOs for each covered fiscal year in the “Total” column of the Summary Compensation Table. |

  145. Pay Versus Performance

    | (3) The applicable Summary Compensation Table totals reported for the PEO and the average of the Non-PEO NEOs for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “Compensation Actually Paid”: |

  146. Pay Versus Performance

    | | Fiscal 2024 | | | | PEO | Average for Non- PEO NEOs | | Summary Compensation Table Total | $163,293,744 | $54,974,046 | | Adjustments | | | | - Grant date fair value of awards granted during the covered fiscal year | $157,577,851 | $36,452,356 | | + 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 | $121,690,235 | $27,878,123 | | +/- 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 | $(6,888,326) | $(3,215,961) | | +/- 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 | $(225,526) | $(24,369) | | Compensation Actually Paid | $120,292,276 | $43,159,484 |

  147. Pay Versus Performance

    The fair values set forth in the table above are computed in accordance with Topic 718 as of the end of Fiscal 2024, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date. As of March 31, 2025, the Company began using a blend of its historical and implied volatility, rather than exclusively relying on historical volatility, to estimate the expected volatility assumption of various equity instruments issued by the Company. Due to changes in the Company’s capital position, the Company believes this methodology better reflects its expected future volatility.

  148. Pay Versus Performance

    | (4) Roivant 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 share price at market close at the end of the measurement period (March 31, 2025 for Fiscal 2024; March 28, 2024 for Fiscal 2023; and March 31, 2023 for Fiscal 2022) and our share price at market close at the beginning of the measurement period (March 31, 2022) by (ii) our share price at market close at the beginning of the measurement period (March 31, 2022). On March 31, 2025, March 28, 2024 and March 31, 2023 and 2022, the per share closing prices for our common shares were $10.09, $10.54, $7.38 and $4.94, respectively. No dividends were paid for any periods presented. |

  149. Pay Versus Performance

    | (5) The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025. The comparison assumes $100 was invested for the period from March 31, 2022 to March 31, 2025. |

  150. Pay Versus Performance

    | (6) Reflects “Net income (loss)” in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form 10-K for each of Fiscal 2024, Fiscal 2023 and Fiscal 2022. |

  151. Pay Versus Performance

    | (7) Reflects the per share closing price for our common shares on each of March 31, 2025, March 28, 2024 and March 31, 2023. |

  152. Pay Versus Performance

    For Fiscal 2024, we did not use any financial performance measure to link “Compensation Actually Paid to PEO” or “Average Compensation Actually Paid to Non-PEO NEOs” to the Company’s performance, other than the Company’s share price, which was used as a performance vesting condition for the PSU awards granted to certain of our NEOs during Fiscal 2024, as described in more detail on page 0 above. Specifically, certain share price hurdles are used as performance vesting conditions for these PSU awards. The Compensation Committee believes this metric is the most reflective of our value. For further information regarding our performance-based approach to executive compensation and how the Compensation Committee aligns executive compensation with the Company’s performance, see “—Compensation Discussion and Analysis” above.

  153. Pay Versus Performance

    | Performance Measure | | Share price |

  154. Pay Versus Performance

    Other than our share price, the Company does not use any other financial performance measures to link executive compensation actually paid to Company performance and, as permitted by the SEC rules, is not required to disclose any other measure as its most important financial performance measures. We utilize operational goals and objectives in our annual cash bonus program to link pay-with-performance. For details on such goals, see page 29 above. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, Roivant TSR over the three most recently completed fiscal years and the NASDAQ Biotechnology Index TSR (our Peer Group TSR) over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and our Net Income (Loss) during the three most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Share Price The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and the closing price of our common shares are reported by Nasdaq as of the last business day of each of Fiscal 2024, Fiscal 2023 and Fiscal 2022.