DEF 14A of Immunovant, Inc., Jun 26, 2023

DEF 14A of Immunovant, Inc.

Filed Jun 26, 2023 · FY20230001764013-23-000072

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our business and affairs are managed under the direction of the Board. Pursuant to our amended and restated charter, the authorized number of directors will be no less than seven directors, and may be changed only by resolution approved by a majority of the Board, including the directors appointed by the holder(s) of our Series A preferred stock. The Board presently has seven members. Pursuant to our amended and restated charter, the holder(s) of our Series A preferred stock are entitled to elect four directors. Each director elected by the holder(s) of our Series A preferred stock shall serve until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. The holders of common stock and Series A preferred stock voting together as a single class are entitled to elect the remaining three directors. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. There are three directors elected by the holders of common stock and Series A preferred stock voting together as a single class, whose term expires in 2023. They are Dr. Salzmann, Mr. Migausky and Mr. Hughes. Dr. Salzmann and Mr. Hughes served as members of the board of directors of ISL from October 2019 until the closing of the Business Combination in December 2019, and have served as members of the Board since the closing of the Business Combination in December 2019. Mr. Migausky previously served on the board of directors of HSAC since March 2019, and has continued to serve as a member of the Board after the closing of the Business Combination. If elected at the Annual Meeting, these nominees would serve until the 2024 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Our policy is to encourage directors and nominees for director to attend the Annual Meeting. Directors are elected by a plurality of the votes of the holders of shares of common stock and Series A preferred stock present by virtual attendance or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of each of the three nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by Immunovant. Each person nominated for election has consented to being named as a nominee in this proxy statement and has agreed to serve if elected. We have no reason to believe that any nominee will be unable to serve. The following is a brief biography of (i) the nominees for election at the Annual Meeting and (ii) the directors elected by the holder of Series A preferred stock whose term will continue after the Annual Meeting, including their respective ages, as of June 22, 2023. Each biography includes information regarding the specific experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee and the Board to determine that the applicable nominee or other current director should serve as a member of the Board.

  2. NOMINEES FOR ELECTION FOR A TERM EXPIRING AT THE 2024 ANNUAL MEETING

    NOMINEES FOR ELECTION FOR A TERM EXPIRING AT THE 2024 ANNUAL MEETING Peter Salzmann, M.D., M.B.A., age 55, has served as a member of ISL’s board of directors since October 2019 and as the Chief Executive Officer of IMVT Corporation. Since the closing of the Business Combination in December 2019, Dr. Salzmann has served as our Chief Executive Officer and also as a member of the Board. From November 2018 to June 2019, he served as Global Brand Development Leader in Immunology at Eli Lilly and Company, where he designed and executed a comprehensive indication development strategy and oversaw Phase 2 and 3 clinical trial execution. From March 2013 to October 2018, Dr. Salzmann was Head of U.S. Immunology at Eli Lilly, and Managing Director of Lilly Alps from January 2011 to April 2013. From January 2008 to December 2010, Dr. Salzmann was the Head of Marketing for Eli Lilly China. Dr. Salzmann currently serves as a member of the board of directors of Corbus Pharmaceuticals Holdings, Inc., a publicly traded biotechnology company. Dr. Salzmann earned a B.A. in Chemistry from Northwestern University, an M.D. from University of Chicago’s Pritzker School of Medicine, and an M.B.A. from Stanford University’s Graduate School of Business. The Board believes that Dr. Salzmann’s position as our Chief Executive Officer and his extensive prior experience in the biopharmaceutical industry qualify him to serve as a member of the Board. George Migausky, age 68, has served as a member of our Board since the closing of the Business Combination in December 2019 and as a member of ISL’s board of directors since March 2020. From March 2019 until the closing of the Business Combination he served as a member of HSAC’s board of directors. Mr. Migausky has more than 30 years of experience in the life sciences industry, having served as Chief Financial Officer for several public biopharmaceutical and clinical diagnostic companies. In 2017, Mr. Migausky served as interim Chief Financial Officer for Ocular Therapeutix, Inc. Prior to that, he served as Executive Vice President and Chief Financial Officer of Dyax Corp., a position he held from 2008 through the company’s acquisition by Shire for $6.4 billion in 2016. Before joining Dyax in 2008, Mr. Migausky served as Chief Financial Officer of IGEN International and BioVeris Corporation through their acquisitions by F. Hoffman LaRoche in 2004 and 2007, respectively. Current directorships include REGENXBIO, a publicly traded biotechnology company, a position he has held since 2021, and the Massachusetts Eye and Ear Institute, where he has served as a trustee since 2015. Mr. Migausky has previously served on the board of directors as Chair of the audit committee at Dimension Therapeutics, a position he held from 2015 until the company was acquired in 2017, and at Abeona Therapeutics during 2020. Mr. Migausky received a B.S. from Boston College and an M.B.A. from Babson College. The Board believes that Mr. Migausky’s qualifications to sit on our Board include his experience both in the capacity of an executive as well as a director, along with his expertise in strategic planning, corporate financing and financial reporting, business development and human resources. Douglas Hughes, age 61, has served as a member of ISL’s board of directors since October 2019. Since the closing of the Business Combination in December 2019, Mr. Hughes has served as a member of our Board. Since 2018, Mr. Hughes has served as Chief Financial Officer of Calyxo Inc., an early-stage medical device company. From 2011 until 2018, Mr. Hughes was Chief Financial Officer for NeoTract, Inc., a Urology company. Prior to that time, he served as Chief Financial Officer and Chief Operating Officer for Nellix, Inc., an endovascular graft biotechnology company. Before joining Nellix, Inc., Mr. Hughes served as Chief Financial Officer for Evalve Inc., a medical device company, from 2009 until 2010. Prior to 2009, Mr. Hughes held a variety of senior finance management positions at Boston Scientific, Guidant Corporation and The Clorox Company. Mr. Hughes currently serves as a member of the board of directors of Calyxo Inc., a privately held medical device company. From September 2020 to December 2022, Mr. Hughes served as a member of the board of directors of Eargo Inc., a publicly traded medical device company. Mr. Hughes received a B.S. in Finance from San Francisco State University and an M.B.A. from the University of Chicago. The Board believes that Mr. Hughes’ expertise in successfully leading high-growth companies, his experience in strategic planning and his knowledge of mergers and acquisitions qualifies him to serve as a member of the Board.

  3. THE BOARD RECOMMENDS

    THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES ABOVE.

  4. SERIES A PREFERRED STOCK DIRECTORS

    SERIES A PREFERRED STOCK DIRECTORS Pursuant to our amended and restated charter, the holder(s) of our Series A preferred stock are entitled to elect four directors, which individuals will be appointed immediately following the Annual Meeting and are Mr. Fromkin and Drs. Pande, Torti and Venker. RSL is also entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of its Series A preferred stock are convertible as of the Record Date. Andrew Fromkin, age 57, has served as a member of ISL’s board of directors since October 2019. Since the closing of the Business Combination in December 2019, Mr. Fromkin has served as a member of our Board. Since January 2021, Mr. Fromkin has served as the Vant Portfolio Operating Partner for Roivant Sciences, Inc., or RSI. From January 2021 until April 2023, Mr. Fromkin served as the Acting Chief Executive Officer of Proteovant Sciences, Inc. From March 2015 to September 2020, Mr. Fromkin served as Chief Executive Officer of Tarveda Therapeutics, Inc. (formerly Blend Therapeutics, Inc.). From 2005 until 2011, Mr. Fromkin served in various roles for Clinical Data, Inc., including Executive Vice President (October 2005 until May 2006) and President, Chief Executive Officer and Director (May 2006 until May 2011). Prior to Clinical Data, Mr. Fromkin served as President and Chief Executive Officer of DoctorQuality, Inc., President, Chief Executive Officer and Director of Endo Surgical Devices, Inc. and Corporate Vice President, Business Development, for Merck-Medco, a wholly-owned subsidiary of Merck & Co. Mr. Fromkin began his career at Health Information Technologies, Inc. as General Manager of its subsidiary, MCA, and Director of Marketing and Payer Alliances for the parent company. From 2014 until 2016, Mr. Fromkin served on the board of Regado Biosciences, Inc. which became Tobira Therapeutics, Inc. in 2015. Mr. Fromkin received a B.A. from Brandeis University. The Board believes that Mr. Fromkin’s significant experience in the biopharmaceutical industry and his knowledge of healthcare ventures qualifies him to serve as a member of the Board. Atul Pande, M.D., age 68, has served as a member of ISL’s board of directors since October 2019. Since the closing of the Business Combination in December 2019, Dr. Pande has served as a member of our Board. Dr. Pande has extensive experience in treatment development across multiple disease areas. He is currently a board member of Karuna Therapeutics, Autifony Therapeutics, Perception Neurosciences and Pangea Botanica, and served as a board member of Sio Gene Therapies from March 2015 to April 2023. He previously served as the Chief Medical Officer of PureTech Health, Chief Medical Officer of Tal Medical, and medical advisor to PureTech Health. Since September 2016, he has also served as Chief Executive Officer of Verity BioConsulting, a drug development consulting firm that provides services to clients in the biopharmaceutical business. From 2007 to April 2014, Dr. Pande was Senior Vice President and Senior Advisor, Pharmaceutical R&D at GlaxoSmithKline. He has also held senior roles at Pfizer R&D, Parke-Davis/ Warner-Lambert and Lilly Research Laboratories. He has been on the Scientific Advisory Boards of Cennerv Pharma and Centrexion Corporation. Dr. Pande is a physician who completed his research fellowship training in psychiatry at the University of Michigan Medical School and his postgraduate specialty training and psychiatry residency program at Western University. The Board believes that Dr. Pande’s medical background and his significant knowledge of the biopharmaceutical industry qualifies him to serve as a member of the Board. Frank M. Torti, M.D., age 44, has served as Chairperson of ISL’s board of directors since June 2019 and as Executive Chairperson since August 2021. Since the closing of the Business Combination in December 2019 to August 2021, Dr. Torti has served as Chairperson of the Board of Immunovant. In August 2021, Dr. Torti was appointed Executive Chairperson of the Board of Immunovant. Dr. Torti has served as the Vant Chair of RSI since January 2020. In this capacity he serves as Chairperson of the boards of directors of the biopharmaceutical companies in the Roivant family and is responsible for the operations and management of those companies. He previously served as Vant Investment Chair of RSI, from August 2018 to December 2019. Prior to joining RSI, from August 2007 to August 2018, Dr. Torti served as a Partner of New Enterprise Associates, or NEA, specializing in investments in healthcare. Prior to joining NEA, Dr. Torti worked for the Duke University Center for Clinical & Genetic Economics from 2002 to 2005 in various capacities, where he was involved in clinical trials research and economic evaluations of multinational clinical trials. Dr. Torti presently serves as Chairperson of the boards of directors of Arbutus Biopharma Corp. and several private biopharmaceutical companies. Dr. Torti served on the boards of directors of Urovant Sciences Ltd., from August 2018 to December 2019, and Myovant Sciences Ltd., from November 2018 to December 2019. During the course of his career, he served on the boards of directors of numerous development and commercial stage public and private healthcare companies. Dr. Torti earned an M.D. from the University of North Carolina School of Medicine, an M.B.A. from Harvard Business School and a B.A. from the University of North Carolina. The Board believes that Dr. Torti’s extensive experience in healthcare investing, as well as his operating and clinical trial background, qualifies him to serve on the Board. Eric Venker, M.D., Pharm.D., age 36, has served as a member of our Board since February 2020. Since February 2021, Dr. Venker has served as President, Chief Operating Officer of RSI, having previously served as Chief Operating Officer of RSI, since November 2018. Previously, from October 2017 to October 2018, he was Chief of Staff to RSI’s Chief Executive Officer, and from 2014 to 2015, as an Analyst at RSI. From 2015 to 2017, Dr. Venker was a physician at New York Presbyterian Hospital/Columbia University Medical Center, where he trained in internal medicine, and also served as Chair of the House Staff Quality Council leading operational initiatives to improve efficiencies. From 2011 to 2015, Dr. Venker was a Clinical Pharmacist at Yale-New Haven Hospital. Dr. Venker presently serves on the boards of directors of Sio Gene Therapies, Inc. and several private biopharmaceutical companies. He received his Pharm.D. from St. Louis College of Pharmacy and his M.D. from Yale School of Medicine. The Board believes that Dr. Venker’s medical background and experience in the biopharmaceutical industry qualify him to serve as a member of the Board.

  5. SERIES A PREFERRED STOCK DIRECTORS

    | BOARD DIVERSITY MATRIX | | | | | | | | | | | As of June 22, 2023 | | | | As of June 21, 2022 | | | | | Total Number of Directors: | 7 | | | | 7 | | | | | Part I: Gender Identity | Female | Male | Non-Binary | Did Not Disclose Gender | Female | Male | Non-Binary | Did Not Disclose Gender | | Directors | — | 6 | — | 1 | — | 6 | — | 1 | | Part II: Demographic Background | | | | | | | | | | African American or Black | — | — | — | — | — | — | — | — | | Alaskan Native or Native American | — | — | — | — | — | — | — | — | | Asian | — | 1 | — | — | — | 1 | — | — | | Hispanic or Latinx | — | — | — | — | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | — | — | — | — | | White | — | 5 | — | — | — | 5 | — | — | | Two or More Races or Ethnicities | — | — | — | — | — | — | — | — | | LGBTQ+ | — | — | — | — | — | — | — | — | | Did Not Disclose Demographic Background | — | — | — | 1 | — | — | — | 1 |

  6. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  7. Responsible Executive Compensation Practices

    | What we do: | What we do not do: | | ✓ Performance metrics tied to company performance. The performance metrics for our annual executive bonus plan are tied to company performance, aligning the interests of our executives with those of our stockholders ✓ Multi-year vesting requirements. The equity awards we grant to our executive officers generally vest over multi-year periods, consistent with current market practice and our retention objectives ✓ Double-trigger termination rights. Our agreements with our executive officers require both a change-in-control and a termination of employment for full severance benefits to be triggered ✓ Independent compensation consultant. Our compensation committee uses an independent compensation consultant that provides no other material services to the company | ✘ No tax gross-ups. None of our employment-related agreements provide for excise tax “gross-ups.” ✘ No special perquisites. Except as otherwise discussed below, we generally do not provide our executives with perquisites or other personal benefits that differ materially from those available to employees generally ✘ No retirement plans other than 401(k). We do not provide any pension or other retirement benefits to our executive officers, except that we offer all employees the right to participate in a company-sponsored 401(k) plan under which we contribute 3% of their salary up to the annual Internal Revenue Code limit of $9,900. ✘ No special health or welfare benefits. We do not provide our executives with any special health or welfare benefits. Our executive officers participate in the same broad-based company-sponsored health and welfare benefits programs offered to our other full-time, salaried employees ✘ Hedging, short selling and pledging prohibited. Our insider trading policy prohibits our executive officers and directors from hedging, short selling or pledging our securities |

  8. Summary Compensation Table

    Summary Compensation Table The following table shows information regarding the compensation earned by or paid to our named executive officers during the fiscal years ended March 31, 2023 and 2022.

  9. Summary Compensation Table

    | Name and Principal Position | Fiscal Year Ended March 31 | Salary | Bonus(1) | Stock Awards(2) | Option Awards(2) | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Peter Salzmann, M.D., M.B.A. | 2023 | $625,000 | $360,938 | $2,251,807 | $2,544,313 | — | $37,760(3) | $5,819,818 | | Chief Executive Officer | 2022 | 600,000 | 346,500 | 3,999,997 | 888,389 | — | 33,455 | 5,868,341 | | Eva Renee Barnett, M.B.A. | 2023 | 435,000 | 414,430 (5) | 562,952 | 636,078 | — | 21,635(6) | 2,070,095 | | Chief Financial Officer (4) | 2022 | 198,485 | 328,027(5) | 1,765,800 | 2,126,272 | — | 8,467 | 4,427,051 | | William L. Macias, M.D., Ph.D. | 2023 | 500,000 | 210,000 | 562,952 | 636,078 | | 9,876(8) | 1,918,906 | | Chief Medical Officer (7) | 2022 | 219,200 | 94,630 | 961,887 | 1,142,334 | — | 4,405,338 | 6,823,389 |

  10. Summary Compensation Table

    (1) Represents amounts earned under our bonus program based on the achievement of corporate performance goals and other factors deemed relevant by the Compensation Committee of the Board. The annual performance bonuses for each of the named executive officers were based upon the achievement of corporate performance goals of 100% for Dr. Salzmann, and for Ms. Barnett and Dr. Macias, corporate performance goals of 80% and individual performance goals of 20%. For the fiscal year ended March 31, 2023, the target performance bonuses for Dr. Salzmann, Ms. Barnett and Dr. Macias were 55%, 40% and 40%, respectively, of their base salary. Based on the achievement of their corporate and performance goals, the Company paid Dr. Salzmann, Ms. Barnett and Dr. Macias 105%, 95% and 105% of their target bonuses, respectively. Whether or not a bonus is paid for any year is solely within the discretion of the Compensation Committee of the Board. While the Compensation Committee has established general guidelines related to bonus target amounts and the portion of each named executive officer’s annual cash bonus that is tied to company-wide, department or personal performance components, the Compensation Committee exercises broad discretion in determining the amount of cash bonuses. Accordingly, we do not consider these bonuses to be “Non-Equity Incentive Plan Compensation” within the meaning of applicable SEC rules. (2) Amounts reported represent the aggregate grant date fair value of RSUs and stock options granted to such named executive officers during the fiscal years ended March 31, 2023 and March 31, 2022 under the 2019 Equity Incentive Plan, or the 2019 Plan, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSUs and stock options reported in this column are set forth in Note 8 – Stock-Based Compensation to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023. This amount does not reflect the actual economic value that may be realized by the named executive officer. (3) Amount reflects $9,338 of 401(k) Employee Benefit Plan contributions, $27,447 of medical, dental, vision and disability insurance and $975 of life insurance premiums. (4) Ms. Barnett’s employment with Immunovant started on October 4, 2021. All amounts included were earned from that date to the end of the fiscal year ending on March 31, 2022. (5) Ms. Barnett’s employment agreement provides for a signing bonus of $500,000 payable in two equal installments. The amounts reported above, in addition to her target performance bonus, includes the $250,000 bonus paid on October 15, 2021, for fiscal year ended March 31, 2022 and $250,000 bonus paid on January 15, 2023, for fiscal year ended March 31, 2023. (6) Amount reflects $10,928 of 401(k) Employee Benefit Plan contributions, $10,012 of medical, dental, vision and disability insurance and $695 of life insurance premiums. (7) Dr. Macias’ employment with Immunovant started on October 25, 2021. Except where otherwise noted, all amounts included were earned from that date to the end of the fiscal year ending on March 31, 2022. Amounts included under “Salary” and “All Other Compensation” for the fiscal year ended March 31, 2022 have been adjusted from our definitive proxy statement for the 2022 annual meeting of stockholders in order to include $120,000 under “Salary” that was inadvertently included under “All Other Compensation” as consulting fees earned prior to the commencement of Dr. Macias’ employment with Immunovant. (8) Amount reflects $7,214 of 401(k) Employee Benefit Plan contributions, $2,229 of disability insurance, Medical Waiver Allowance and imputed income Fringe Benefit, and $433 of life insurance premiums.

  11. Outstanding Equity Awards at March 31, 2023

    Outstanding Equity Awards at March 31, 2023 The following table shows certain information regarding outstanding equity awards held by each of our named executive officers at March 31, 2023:

  12. Outstanding Equity Awards at March 31, 2023

    | | Option Awards | | | | | | Stock Awards | | | Name | | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number 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 of Stock That Have Not Vested(1) | | Peter Salzmann, M.D., M.B.A. | | 06/20/2019 | 1,386,602 | 92,441(2) | $7.86 | 06/19/2029 | — | — | | Chief Executive Officer | | 05/15/2020 | 305,079 | 125,621(3) | 19.01(4) | 05/14/2030 | — | — | | | | 01/21/2021 | — | — | — | — | 33,516(5) | $247,348(6) | | | | 03/19/2021 | 232,350 | 232,350(3) | 17.00(4) | 03/19/2031 | 66,250(7) | 1,027,538 | | | | 08/03/2021 | — | — | — | — | 356,633(8) | 5,531,378 | | | | 08/17/2022 | — | 678,592(3) | 4.99 | 08/17/2032 | 451,264(9) | 6,999,105 | | Eva Renee Barnett, M.B.A. | | 10/15/2021 | 104,062 | 228,938(10) | 8.72 | 10/15/2031 | 98,313(11) | 1,524,835 | | Chief Financial Officer | | 08/17/2022 | — | 169,648(3) | 4.99 | 08/17/2032 | 112,816(9) | 1,749,776 | | William L. Macias M.D., Ph.D. | | 06/11/2021 | 161,577 | 207,743(12) | 10.71(4) | 06/11/2031 | 10,505(13) | 162,933 | | Chief Medical Officer | | 11/05/2021 | 52,289 | 115,036(14) | 8.58 | 11/05/2031 | — | — | | | | 08/17/2022 | — | 169,648(3) | 4.99 | 08/17/2032 | 112,816(9) | 1,749,776 |

  13. Outstanding Equity Awards at March 31, 2023

    (1) Except as noted in footnote (6) below, market value is calculated based on the closing price of our common stock on March 31, 2023, which was $15.51 per share, as reported on Nasdaq. (2) 25% of the shares underlying each of these options vested on the first anniversary of the grant date, and the remainder vests in 12 equal quarterly installments thereafter, subject to Dr. Salzmann’s continuous service as of each such vesting date. In the event of a change in control all such options will immediately vest in full and become exercisable. (3) 25% of the shares underlying each of these options vested on the first anniversary of the grant date, and the remainder vests in 36 equal monthly installments thereafter, subject to the executive officer’s continuous service as of each such vesting date. (4) In September 2021, the exercise prices for the May 15, 2020 and March 19, 2021 option grants to Dr. Salzmann and the June 11, 2021 option grant to Dr. Macias were repriced at $8.62 per share. (5) In January 2021, Dr. Salzmann was granted 25,000 RSL restricted stock units (“RSL RSUs”) (or 73,155 RSL RSUs following the subdivision of stock as a result of the business combination described below) under RSL’s Amended and Restated 2015 Equity Incentive Plan (the “RSL 2015 EIP”). The number of shares reflected herein represent the RSL RSUs outstanding as of March 31, 2023 that vest upon the satisfaction of both a “service” requirement and a “liquidity event” requirement. The service requirement applicable to the RSL RSUs is satisfied as follows: (i) 25% of the RSL RSUs satisfied the service requirement and vested on the first anniversary of the vesting commencement date and (ii) the remaining 75% of the RSL RSUs satisfy the service requirement in 36 successive equal monthly installments thereafter, in each case, subject to Dr. Salzmann’s continuous service through the applicable vesting date. The liquidity event requirement is satisfied upon the first to occur of a “change in control” or “initial public offering” of RSL (as defined in the RSL 2015 EIP and the applicable award agreement) prior to the expiration date of the RSL RSUs, which is eight years from the grant date. If the liquidity event requirement is not satisfied before the expiration date, the RSL RSUs will be forfeited. The number of RSL RSUs reflected in the table above assumed full attainment of the liquidity event requirement. In the event Dr. Salzmann’s continuous service is involuntarily terminated for any reason other than for “cause” within 12 months following the consummation of a “change in control,” the RSL RSUs will become fully vested. In September 2021, as a result of the closing of RSL’s business combination with Montes Archimedes Acquisition Corp. and the subsequent public listing of RSL’s common shares, the liquidity event of these RSL RSUs was achieved. Accordingly, the Company commenced recognition of stock-based compensation expense for the RSL RSUs in September 2021. (6) Market value is calculated based on the closing price of RSL common stock on March 31, 2023, which was $7.38 per share, as reported on Nasdaq. (7) The shares underlying the restricted stock units vest in equal quarterly installments through January 1, 2025. (8) The shares underlying the restricted stock units vest in their entirety on August 3, 2023, subject to Dr. Salzmann’s continuous service as of such vesting date. (9) 25% of the shares underlying the restricted stock units vest on the first anniversary of the grant date, and the remainder vests in 12 equal quarterly installments thereafter, subject to the executive officer's continuous service as of each such vesting date. (10) 25% of the shares underlying each of these options vested on October 4, 2022, and the remainder vests in 12 equal quarterly installments thereafter, subject to Ms. Barnett’s continuous service as of each such vesting date. (11) 25% of the shares underlying the restricted stock units vested on October 4, 2022, and the remainder vests in 12 equal quarterly installments thereafter, subject to Ms. Barnett’s continuous service as of each such vesting date. (12) 25% of the shares underlying each of these options vested on April 13, 2022, and the remainder vests in 12 equal quarterly installments thereafter, subject to Dr. Macias’s continuous service as of each such vesting date. (13) 25% of the shares underlying the restricted stock units vested on April 13, 2022, and the remainder vests in 12 equal quarterly installments thereafter, subject to Dr. Macias’s continuous service as of each such vesting date. (14) 25% of the shares underlying each of these options vested on October 25, 2022, and the remainder vests in 12 equal quarterly installments thereafter, subject to Dr. Macias’s continuous service as of each such vesting date.

  14. Pension Benefits

    Pension Benefits Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during the fiscal year ended March 31, 2023.

  15. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by us during the fiscal year ended March 31, 2023.

  16. Pay Versus Performance

    Pay Versus Performance We are required by SEC rules to disclose the following information regarding compensation paid to our Principal Executive Officer (the “PEO”) and our other named executive officers (collectively, the “Non-PEO NEOs”). The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner prescribed by the SEC rules and do not necessarily align with how we or the compensation committee views the link between our performance and pay of our named executive officers. The footnotes below set forth the adjustments from the total compensation for each of our NEOs reported in the Summary Compensation Table above. As permitted under the rules applicable to smaller reporting companies, we are including two years of data and are not including a peer group total shareholder return or company-selected measure, as contemplated under Item 402(v) of Regulation S-K. The following table sets forth additional compensation information of our PEO and Non-PEO NEOs, along with total shareholder return, and net loss results for the years ended March 31, 2023 and 2022:

  17. Pay Versus Performance

    | Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(5) | Net Loss (in 000s)(6) | | 2023 | $5,819,818 | $28,186,331 | $1,994,501 | $9,250,459 | $97 | $(210,960) | | 2022 | 5,868,341 | (12,304,083) | 5,625,220 | 3,611,984 | 34 | (156,730) |

  18. Pay Versus Performance

    _________________________________________________________________________________________ (1) Peter Salzmann served as our Chief Executive Officer for the entirety of 2023 and 2022. The Non-PEO NEOs for 2023 and 2022 were William L. Macias and Eva Renee Barnett. (2) The dollar amounts reported herein represent the amount of total compensation reported for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable year. (3) The dollar amounts reported below represent the amount of “compensation actually paid” to our PEO and Non-PEO NEOs (as an average) as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to the PEOs and Non-PEO NEOs during the applicable fiscal year. For purposes of the equity award adjustments shown below, no equity awards were cancelled due to a failure to meet vesting conditions and no dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date were not otherwise included in the total compensation for the covered fiscal year. In calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. The following table details the applicable adjustments that were made to the determine “compensation actually paid” (all amounts are averages for Non-PEO NEOs).

  19. Pay Versus Performance

    | | PEO | | Non-PEO NEO Average | | | | 2023 | 2022 | 2023 | 2022 | | Summary Compensation Table Total | $5,819,818 | $5,868,341 | $1,994,501 | $5,625,220 | | - Grant date fair value of awards granted during the covered fiscal year | (4,796,120) | (4,888,386) | (1,199,030) | (4,998,258) | | + 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 | 16,277,154 | 1,965,048 | 4,069,288 | 2,333,792 | | +/- 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 | 8,378,571 | (11,404,966) | 3,061,585 | — | | + Fair value as of the vesting date of any awards that are granted and vest in the same fiscal year | — | 1,823,110 | — | 651,230 | | +/- 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 | 2,506,908 | (5,667,230) | 1,324,115 | — | | Compensation Actually Paid | $28,186,331 | $(12,304,083) | $9,250,459 | $3,611,984 |

  20. Pay Versus Performance

    (4) The dollar amounts reported herein represent the average of the amounts of total compensation reported for our Non-PEO NEOs as a group for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable year. (5) Cumulative total stockholder return (“TSR”) assumes $100 was invested on March 31, 2021 and is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our stock price at the end and the beginning of the measurement period (March 31, 2021) by our stock price at the beginning of the measurement period. At March 31, 2023, 2022 and 2021, the per share closing prices for our common stock were $15.51, $5.51 and $16.04, respectively. No dividends were paid on stock or option awards for all periods presented. (6) Net loss is reflected as reported in our audited consolidated financial statements for the applicable fiscal year.

  21. Pay Versus Performance Comparative Disclosure

    Pay Versus Performance Comparative Disclosure As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our named executive officers during the applicable years.

  22. Compensation Actually Paid and Net Loss

    Compensation Actually Paid and Net Loss The chart below shows the relationship between the compensation actually paid to the PEO and the average compensation actually paid to our other NEOs, and our net loss over the two most recently completed fiscal years.

  23. Compensation Actually Paid and Company TSR

    Compensation Actually Paid and Company TSR The chart below shows the relationship between the compensation actually paid to the PEO and the average compensation actually paid to our other NEOs, and our cumulative TSR (total shareholder return, based on an initial investment of $100 on March 31, 2021) over the two most recently completed fiscal years. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

  24. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The below table sets forth information regarding compensation earned by or paid to our directors for the fiscal year ended March 31, 2023.

  25. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2)(3) | Option Awards(2)(3) | Total | | Frank M. Torti, M.D., M.B.A. | $92,500 | $1,125,904 | $1,272,156 | $2,490,560 | | Andrew Fromkin | 75,000 | 105,084 | 118,736 | 298,820 | | Douglas Hughes | 66,300 | 105,084 | 118,736 | 290,120 | | George Migausky | 67,500 | 105,084 | 118,736 | 291,320 | | Atul Pande, M.D. | 63,800 | 105,084 | 118,736 | 287,620 | | Eric Venker, M.D., Pharm.D. | — | — | — | — |

  26. DIRECTOR COMPENSATION

    (1) Includes annual fees paid to all directors for their service on the Board, including for their committee membership and service as Chairperson of such committee. (2) Amounts reported represent the aggregate grant date fair value of RSUs and stock options granted to such non-executive director during the fiscal year ended March 31, 2023 under the 2019 Plan, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSUs and stock options reported in this column are set forth in Note 8 – Stock-Based Compensation to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023. This amount does not reflect the actual economic value that may be realized by the director. (3) The following table sets forth the aggregate number of RSUs and the aggregate number of shares underlying stock options held by each non-employee director as of March 31, 2023:

  27. DIRECTOR COMPENSATION

    | Name | RSUs | Number of Shares Underlying Options | | | Frank M. Torti, M.D., M.B.A. | 373,358 | | 894,044 | | Andrew Fromkin | 82,985 | | 240,641 | | Douglas Hughes | 82,985 | | 240,641 | | George Migausky | 82,985 | | 163,460 | | Atul Pande, M.D. | 82,985 | | 240,641 | | Eric Venker, M.D., Pharm.D. | — | | — |

  28. Director Compensation Policy

    Director Compensation Policy We have adopted a director compensation policy, pursuant to which our directors are eligible to receive cash compensation for service on the Board and committees of the Board. We also reimburse our directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Board and committee meetings. Directors who are also full-time officers or employees of Immunovant do not receive any additional compensation for serving as directors. Therefore, Dr. Salzmann, our Chief Executive Officer and one of our directors, does not receive any additional compensation for his service as a director. Dr. Salzmann’s compensation as an executive officer is set forth above under “Executive Compensation.” In addition, Dr. Venker declined to receive any compensation during the fiscal year ended March 31, 2023, but will be receiving compensation for fiscal year ending March 31, 2024. During the fiscal year ended March 31, 2023, each director (other than as noted above) received an annual cash retainer of $50,000 for serving on the Board and Dr. Frank Torti, the chairperson of the Board, received $85,000. These amounts will remain the same for the fiscal year ending March 31, 2024. The chairperson and members of the three committees of the Board are entitled to the following additional annual cash retainers for the fiscal year ending March 31, 2024:

  29. Director Compensation Policy

    | Board Committee | Chairperson Fee | | Member Fee | | | Audit Committee | $ | 17,500 | $ | 8,800 | | Compensation Committee | | 15,000 | | 7,500 | | Nominating and Corporate Governance Committee | | 10,000 | | 5,000 |

  30. Director Compensation Policy

    All annual cash compensation amounts are payable in equal quarterly installments in arrears, on the last day of each fiscal quarter for which the service occurred, pro-rated based on the days served in the applicable fiscal quarter. Under the current policy, each new director who joins our Board will receive an equity award with a value equal to $788,000 of our common stock under the 2019 Plan. Such equity award will be comprised of (i) 50% non-statutory stock options and (ii) 50% restricted stock unit award. The shares subject to these awards will vest on an annual basis over three years commencing on the grant date, subject to the director’s continuous service with us on each applicable vesting date. The Board reserves the right to tailor the terms of future initial grants in order to recruit directors with the skills necessary to guide Immunovant and promote our success. In the event of a change of control (as defined in the 2019 Plan), any unvested shares subject to an award may fully vest and become exercisable immediately prior to the effective date of such change of control, subject to the director’s continuous service with us on the effective date of the change of control. The exercise price per share of each stock option granted under the director compensation policy will be the closing price of our common stock as reported by The Nasdaq Global Select Market on the date of grant. Each stock option will have a term of ten years from the date of grant, subject to earlier termination in connection with a termination of the non-employee director’s continuous service with us.