DEF 14A of Immunovant, Inc., Jul 9, 2025

DEF 14A of Immunovant, Inc.

Filed Jul 9, 2025 · FY20250001764013-25-000103

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 certificate of incorporation (“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. Those four directors currently are: Mr. Andrew Fromkin and Drs. Atul Pande, Frank Torti and Eric Venker, as further described under the section titled “Series A Preferred Stock 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. As previously announced, Dr. Peter Salzmann retired from his roles as the Chief Executive Officer of Immunovant, Inc., effective April 20, 2025, and as a member of our Board, effective April 18, 2025. In addition, Mr. George Migausky resigned from the Board, effective April 18, 2025. As such, on April 18, 2025, upon the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Messrs. Robert Susman and Jacob Bauer to fill the vacancies on the Board created by the departure of each of Dr. Salzmann and Mr. Migausky, to serve until this 2025 Annual Meeting of Stockholders or until their respective successor is duly appointed and qualified, or until their earlier death, resignation or removal. Messrs. Susman and Bauer were each identified as a potential director nominee by Frank Torti, Executive Chairperson of our Board. The holders of common stock and Series A preferred stock, voting together as a single class, has elected Mr. Douglas Hughes as a member of the Board whose term expires in 2025. Mr. Hughes served as a member of the board of directors of ISL starting in October 2019 and has served as a member of our Board since the closing of the Business Combination in December 2019. Upon the recommendation of the Nominating and Corporate Governance Committee, our Board has considered and nominated Mr. Bauer, Mr. Hughes and Mr. Susman for election to the Board at the Annual Meeting. If elected at the Annual Meeting, these nominees would serve until the 2026 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. All of our then-current directors who served at the time of our 2024 Annual Meeting of Stockholders attended that 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 30, 2025. 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 2025 ANNUAL MEETING

    NOMINEES FOR ELECTION FOR A TERM EXPIRING AT THE 2025 ANNUAL MEETING Jacob Bauer, age 46, has served as a member of our Board since April 2025. Mr. Bauer has served as a Venture Partner at ARCH Venture Partners and SR One Capital Management since September 2021 and as an independent consultant working with companies in the life sciences industry since November 2020. Prior to MyoKardia, Inc.’s acquisition by Bristol Myers Squibb in November 2020, Mr. Bauer served as the Chief Business Officer of MyoKardia, Inc., a clinical stage biopharmaceutical company, beginning in 2018. Mr. Bauer also served as the Senior Vice President, Finance and Corporate Development and Principal Financial Officer of MyoKardia, Inc. from July 2014 to July 2016. Mr. Bauer also serves on the board of directors of Enliven Therapeutics, a clinical stage biopharmaceutical company, Attralus, Inc., a clinical stage biopharmaceutical company, Simcha Therapeutics, Inc., a clinical stage biotechnology company, and Dispatch Therapeutics, a biopharmaceutical company. He holds a B.Sc. in Biology and a B.A. in Economics from Duke University and an M.B.A. from Harvard Business School. The Board believes that Mr. Bauer’s qualifications to sit on our Board include his experience both in the capacity as an executive in the life sciences industry as well as a director, along with his expertise in strategic planning, his knowledge of mergers and acquisitions, corporate financing and financial reporting and business development. Douglas Hughes, age 63, 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 October 2019. 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. Robert Susman, age 46, has served as a member of our Board since April 2025. Mr. Susman is currently a Managing Director and Global Head of Equity Research for Principal Asset Management, a large asset manager within Principal Financial Group. Mr. Susman previously served as Director of Strategy at Artisan Partners, a publicly traded asset manager with over $160 billion in assets under management, from April 2023 to November 2024. His leadership role involved business development, client fundraising and managing the investment research team of one of the firm’s newest alternative investment strategies. Prior to that, from January 2013 to April 2023, Mr. Susman was a Portfolio Manager and Senior Analyst at Marsico Capital, a multi-billion dollar growth-oriented investment firm, where he co-managed the Global Fund and International Opportunities Fund. Prior to this role, Mr. Susman was an Analyst at Baron Capital, a small cap growth manager, and held various positions at Morgan Stanley. Mr. Susman is a graduate of Harvard College and Harvard Business School and is a CFA Charterholder. The Board believes that Mr. Susman’s extensive financial and investment leadership experience and his expertise in business development and corporate financing qualifies him to serve as a member of the Board. A VOTE “FOR” EACH OF THE NAMED NOMINEES ABOVE.

  3. 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 59, 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 October 2019. Since January 2021, Mr. Fromkin has served as the Vant Portfolio Operating Partner for Roivant Sciences, Inc. (“RSI”), and as Chief Executive Officer of Pulmovant, Inc. from July 2023 to the present. 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. in Biology 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 70, 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 October 2019. From 2018 to 2020, Dr. Pande served as Chief Medical Advisor of PureTech Health plc, and previously served as its Chief Medical Officer from February 2017 to 2018 and as a Senior Advisor from July 2016 through February 2017. Dr. Pande has also served as President and Chief Executive Officer of Verity BioConsulting LLC, a drug development consulting firm, since 2014. He previously served as Chief Medical Officer of Tal Medical, Inc., a clinical-stage medical device company, from December 2014 to December 2017. 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 is currently a board member at Pangea Botanica, and previously served as a board member of Autifony Therapeutics, Heptares Therapeutics, Perception Neurosciences, Sio Gene Therapies, and Karuna Therapeutics. Dr. Pande received his MBBS (Bachelor of Medicine, Bachelor of Surgery) and his M.D. from the University of Lucknow, India, 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 46, has served as Chairperson of ISL’s board of directors since June 2019 and as its Executive Chairperson since August 2021. Dr. Torti served as Chairperson of our Board from the closing of the Business Combination in December 2019 until August 2021. In August 2021, Dr. Torti was appointed Executive Chairperson of our Board. Dr. Torti was the founding CEO and Chairman of Telavant Inc. from its inception in November 2022 until its sale to Roche for approximately $7.1B in December of 2023. Dr. Torti has also served as the Vant Chair of RSI since January 2020. In this capacity he serves as the CEO, Chairman, or a member of the board 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. In addition to his roles at Immunovant and Roivant, Dr. Torti presently serves as Chairman of the board of several private biopharmaceutical companies. Dr. Torti previously served as Chairman of the board of directors of Arbutus Biopharma from November 2018 until February 2025, as a director of Urovant Sciences Ltd., from August 2018 to December 2019, and Myovant Sciences Ltd., from November 2018 to December 2019. 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 38, has served as our Chief Executive Officer since April 2025 and as a member of our Board since February 2020. Since January 2021, Dr. Venker has served as President and 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, 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. 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 several private biopharmaceutical and healthcare technology companies. Dr. Venker previously served on the boards of Sio Gene Therapies, Inc. and Arbutus Biopharma. 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 position as our Chief Executive Officer, medical background and experience in the biopharmaceutical industry qualify him to serve as a member of the Board.

  4. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  5. Responsible Executive Compensation Policies and Practices

    | What we do: | What we do not do: | | ✓ Performance metrics tied to company performance. The performance metrics used to determine payouts under our annual executive bonus plan are based on company performance, aligning the interests of our executive officers and our stockholders ✓ Multi-year vesting requirements. The time-based equity awards granted to our executive officers vest over multi-year periods, consistent with current market practice and our retention objectives ✓ No single-trigger change in control arrangements. Our compensation arrangements do not provide for single-trigger payments or benefits upon the occurrence of a change in control, but instead also require a termination of employment ✓ Independent compensation consultant. Our Compensation Committee engages an independent compensation consultant to provide information, analysis, and other advice on executive compensation independent of management ✓ Compensation recovery (“clawback”) policy. We maintain a clawback policy that complies with the requirements of Exchange Act Rule 10D-1 and applicable Nasdaq listing standards for our current and former executive officers for the recovery of any erroneously awarded performance-based incentive compensation ✓ Annual compensation reviews and votes. The Compensation Committee evaluates our executive compensation program at least annually, and we conduct a “say-on-pay” vote on an annual basis | ✘ No excise tax “gross-ups.” None of our employment-related agreements provide for excise tax “gross-ups” ✘ No special perquisites. Except as otherwise discussed below, we do not provide our executive officers with perquisites or other personal benefits that differ materially from those available to employees generally ✘ No retirement plans other than Section 401(k) plan. We do not provide any pension or other retirement benefits to our executive officers. Our executive officers are eligible to participate in our Section 401(k) retirement savings plan available to our other full-time, salaried employees ✘ No special health or welfare benefits. Our executive officers are eligible to participate in the same broad-based health and welfare benefit programs offered to our other full-time, salaried employees ✘ No hedging, short selling or other inherently speculative transactions. Our insider trading policy prohibits our executive officers and directors from engaging in hedging, short sales or other inherently speculative transactions |

  6. Executive Compensation Elements

    Executive Compensation Elements Generally, our executive compensation program consists of, and is intended to strike a balance among, the following three principal elements: base salary, an annual performance-based bonus opportunity, and long-term incentive compensation in the form of equity awards. We also provide our executive officers, including our Named Executive Officers, with benefits available to all our employees, including retirement benefits under a Section 401(k) retirement savings plan and participation in various employee health and welfare benefit plans. The following chart summarizes the three principal elements of compensation, their objectives, and key features:

  7. Executive Compensation Elements

    | Element of Compensation | Objectives | Key Features | | Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Generally reviewed annually and determined based on a number of quantitative and qualitative factors (including individual performance and the overall performance of our Company) and by reference, in part, to an analysis of competitive market data prepared by the Compensation Committee’s independent compensation consultant. | | Performance-Based Bonus (“at-risk” cash) | Motivates and rewards for attaining key annual corporate performance goals and individual contributions that relate to our key business objectives. | Target annual performance-based bonus opportunities are reviewed annually and determined by reference to an analysis of competitive market data prepared by the Compensation Committee’s independent compensation consultant. Bonus payouts are also dependent upon achievement of specific corporate performance objectives consistent with our long-term strategic plan and individual performance objectives that relate to each executive officer’s role and expected contribution toward reaching our corporate goals, generally determined and recommended by the Compensation Committee, approved by the Board, and communicated to executives and employees more broadly at the beginning of the fiscal year. Actual bonus amounts earned are determined and recommended by the Compensation Committee at the end of the fiscal year and approved by the Board, taking into account the actual level of achievement of corporate and individual performance objectives. | | Long-Term Incentives (“at-risk” equity) | Motivates and rewards for long-term company performance; aligns our executive officers’ interests with our stockholders’ interests and changes in stockholder value. Attracts highly qualified executive officers and encourages their continued employment over the long term. | Long-term incentive compensation opportunities are reviewed annually and equity awards granted during the first half of the fiscal year or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as a reward for significant achievement. Individual equity awards are determined based on a number of objective and subjective factors, including current corporate and individual performance and an analysis of competitive market data prepared by the Compensation Committee’s independent compensation consultant. |

  8. Executive Compensation Elements

    We focus on providing a competitive compensation package to our executive officers that provides significant short-term and long-term incentives that may be earned for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value. We do not have any formal policies for allocating compensation among base salary, annual performance-based bonus opportunities, and equity awards, short-term and long-term compensation, or among cash and non-cash compensation. Instead, the Compensation Committee exercises its judgment to establish a total compensation program for each Named Executive Officer that is a mix of current, short-term and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, historically we have structured a significant portion of the Named Executive Officers’ total target direct compensation opportunity so that it is comprised of annual performance-based bonus opportunities and equity awards, in order to align the Named Executive Officers’ incentives with the interests of our stockholders and our corporate goals.

  9. How We Determine Executive Compensation

    How We Determine Executive Compensation Role of our Board, Compensation Committee, and Management The Compensation Committee is appointed by our Board and has responsibility for determining, or recommending to the Board for approval, the compensation of the Company’s non-employee directors, executive officers, and employees and the development and administration of the Company’s compensation plans. For details on the Compensation Committee’s oversight of our executive compensation program, please see the section titled “Information Regarding Committees of the Board - Compensation Committee” above. The Compensation Committee reviews all compensation paid to our executive officers, including our Named Executive Officers. The Chief Executive Officer (“CEO”) evaluates and provides to the Compensation Committee performance assessments and compensation recommendations with respect to our executive officers other than himself. While our CEO discusses his recommendations with the Compensation Committee, he does not participate in the deliberations concerning, or the determination of, his own compensation. The Compensation Committee discusses and makes final determinations as to matters to recommend to the Board with respect to executive compensation matters without our CEO present during discussions of our CEO’s compensation. With respect to our CEO, the Compensation Committee recommends any changes to the full Board for final approval of the independent members of our Board. From time to time, various other members of management and other employees as well as outside advisors or consultants are invited by the Compensation Committee to make presentations, provide financial or other background information or advice or otherwise participate in the Compensation Committee meetings. Additionally, we are engaged with a compensation consultant and other advisors on an ongoing basis and consistently look to them for guidance on our compensation practices. The Compensation Committee typically meets at least quarterly to manage and evaluate our executive compensation program and provides guidance on the principal elements of compensation (base salary, annual performance-based bonus opportunities, and equity awards) for our executive officers, including our Named Executive Officers. This occurs formally on an annual basis, however, other compensation reviews and recommendations occur at other times for new hires, promotions or other special circumstances as our executive management requires and the Compensation Committee determines appropriate. The Compensation Committee does not delegate authority to approve executive officer compensation. The Compensation Committee does not maintain a formal policy regarding the timing of equity awards to our executive officers. Role of Compensation Consultant The Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. During the fiscal year ended March 31, 2025, after assessing Compensia’s independence in accordance with SEC rules and the applicable Nasdaq listing standards, the Compensation Committee engaged Compensia as its compensation consultant. The Compensation Committee requested that Compensia, among other things: •evaluate the efficacy of our existing compensation strategy and practices in supporting and reinforcing our long-term strategic goals; •assist in providing guidance as to the details of our compensation programs to execute that long-term strategy; and •provide support for annual peer group and compensation reviews and determinations, as well as situational compensation reviews. As part of its engagement, Compensia is directed by the Compensation Committee to update a comparative group of companies on an annual basis and as needed and to perform analyses of competitive performance and compensation levels for that peer group. Compensia ultimately prepared a competitive market analysis based on data drawn from the peer group companies that was presented to the Compensation Committee for its consideration. Following significant review and an active dialogue with Compensia, the Compensation Committee made its executive compensation determinations and recommendations to the Board for the fiscal year ended March 31, 2025. The Compensation Committee has evaluated whether the work of Compensia as compensation consultant raises any conflict of interest, taking into account relevant factors in accordance with SEC rules and the applicable Nasdaq listing standards. Based on this evaluation, our Compensation Committee determined that the work of Compensia does not create any conflict of interest pursuant to applicable SEC rules and Nasdaq listing standards. Use of Competitive Market Compensation Data The Compensation Committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies (based on industry, market capitalization and stage of development) with which we compete for top talent. To this end, the Compensation Committee directed Compensia to update a list of our peer group companies to be used in connection with assessing the compensation practices of the publicly traded companies with which we compete. In January 2024, Compensia proposed, and the Compensation Committee recommended to our Board for approval, a group of companies that would be appropriate peers based on our Company’s industry stage of development, focus where possible, and size (based primarily on market capitalization). The peer group for the fiscal year ended March 31, 2025 was as follows:

  10. How We Determine Executive Compensation

    Using data compiled from the peer companies, Compensia completed an assessment of our executive compensation to inform the Compensation Committee’s determinations regarding executive compensation for the fiscal year ended March 31, 2025. Compensia prepared and the Compensation Committee reviewed, a range of market data reference points (generally at the 25th, 50th, and 75th percentiles of the market data) with respect to base salary, annual performance-based bonus opportunities, equity compensation (valued based on an approximation of grant date fair value), total target cash compensation (base salary and the target annual performance-based bonus opportunity) and target total direct compensation (total target cash compensation and equity compensation) with respect to each of the executive officers, including each of the Named Executive Officers. The Compensation Committee did not target pay to fall at any particular percentile of the competitive market data but rather reviewed these market data reference points as a helpful reference point in making these compensation decisions. An analysis of competitive market data is only one of several factors that the Compensation Committee considers in making compensation decisions. The Compensation Committee considers other factors as described below under “Factors Used in Determining Executive Compensation.”

  11. Factors Used in Determining Executive Compensation

    Factors Used in Determining Executive Compensation The Compensation Committee reviews the annual base salary levels, annual performance-based bonus opportunities, and long-term incentive compensation opportunities of our executive officers, including our Named Executive Officers, at the beginning of each year, or more frequently as warranted. The Compensation Committee does not establish a specific target for making its decisions about the target total direct compensation opportunities of our executive officers. Instead, the members of the Compensation Committee rely primarily on their general experience, business judgment, input from the compensation consultant and advisors, and subjective considerations of various factors, our executive compensation program objectives, past and expected future company and individual performance, the executive officer’s scope of job function and skill set and expected contributions to the Company, internal equity among the members of the executive team, compensation practices of our compensation peer group and/or selected broad-based compensation surveys, the need to attract new talent to our executive team and retain existing talent in a highly competitive industry, and the recommendations of our CEO (other than with respect to his own compensation). These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable. The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation recommendations or decisions. The Compensation Committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or make specific compensation decisions with respect to our Named Executive Officers. Instead, in making its determinations, the Compensation Committee reviews information summarizing the compensation paid at a representative group of peer companies and more broad-based compensation surveys to gain a general understanding of market compensation levels.

  12. Executive Compensation Elements

    (1) Ms. Barnett and Dr. Geffner were not named executive officers for the fiscal year ended March 31, 2024; accordingly base salary is not included. (2) Ms. Gloria commenced employment with Immunovant on November 18, 2024. (3) Mr. Van Tuyl commenced employment with Immunovant on December 16, 2024. Annual Performance-Based Bonus In March and April 2024, the Compensation Committee and our Board, respectively, reviewed the target bonuses of each of our executive officers, including our then-current Named Executive Officers. After considering the factors detailed in the section above titled “Factors Used in Determining Executive Compensation,” in April 2024, the Board, upon the recommendation of the Compensation Committee, set the target annual bonus for Mr. Salzmann at 65% of base salary (an increase from 60% in the prior year), and for Ms. Barnett and Dr. Geffner at 45% of base salary. The target annual bonus for each of Ms. Gloria and Mr. Van Tuyl was set at 45% of base salary in connection with their commencement of employment. At the beginning of fiscal 2025, we established an annual bonus program with preestablished corporate performance goals relating to progression of Immunovant’s endocrinology and rheumatology portfolio; progression of Immunovant’s neurology and dermatology portfolio; progression of chemistry, manufacturing and controls (“CMC”) activities aligned with Immunovant’s strategic goals; and scaling Immunovant through human resources and budget goals. These goals were set in a manner intended to be challenging, with a maximum achievement level of 200% of target. After assessing achievement against the goals established under the annual bonus program, the Compensation Committee recommended to our Board that achievement be certified at 100% of target performance. As such, bonuses were paid out at 100% of target for each of the Named Executive Officers, as follows:

  13. Executive Compensation Elements

    | Named Executive Officer | Fiscal 2025 Target Bonus | Fiscal 2025 Bonus Payment | | Peter Salzmann, M.D. | $470,925 | $470,925 | | Eva Renee Barnett | 216,450 | 216,450 | | Michael Geffner, M.D. | 233,100 | 233,100 | | Melanie Gloria(1) | 79,465 | 79,465 | | Christopher Van Tuyl(2) | 62,860 | 62,860 |

  14. Executive Compensation Elements

    (1) Ms. Gloria commenced employment with Immunovant on November 18, 2024. All amounts included were earned on a pro-rated basis from that date to the end of the fiscal year ended March 31, 2025. (2) Mr. Van Tuyl commenced employment with Immunovant on December 16, 2024. All amounts included were earned on a pro-rated basis from that date to the end of the fiscal year ended March 31, 2025. Equity Awards In March and April 2024, the Compensation Committee and our Board, respectively, reviewed the equity awards of each of our executive officers, including our then-current Named Executive Officers. After considering the factors described in the section above titled “Factors Used in Determining Executive Compensation,” the following stock options and RSUs were granted by the Board, upon the recommendation of the Compensation Committee, to certain of our Named Executive Officers in April 2024:

  15. Executive Compensation Elements

    | Named Executive Officer | Stock Options | Restricted Stock Units | | Peter Salzmann, M.D. | 200,667 | 160,534 | | Eva Renee Barnett | 68,723 | 54,978 | | Michael Geffner, M.D. | 68,723 | 54,978 |

  16. Executive Compensation Elements

    The stock options listed above for Dr. Salzmann, Ms. Barnett and Dr. Geffner are subject to a four-year vesting period, with 25% vesting on the first anniversary of the date of grant and the balance vesting in a series of 36 successive equal monthly installments thereafter, provided that the Named Executive Officer is employed by Immunovant on each such vesting date. The RSUs listed above for such executives are subject to a four-year vesting period, with 25% of the RSUs vesting on the first anniversary of the date of grant and the balance vesting in a series of 12 successive equal quarterly installments thereafter, provided that the Named Executive Officer is employed by Immunovant on each such vesting date. In November 2024 and December 2024, respectively, Ms. Gloria and Mr. Van Tuyl were granted the following stock options and RSUs in connection with their commencement of employment:

  17. Executive Compensation Elements

    | Named Executive Officer | Stock Options | Restricted Stock Units | | Melanie Gloria | 137,446 | 109,956 | | Christopher Van Tuyl | 137,446 | 109,956 |

  18. Executive Compensation Elements

    The stock options and RSUs listed above for Ms. Gloria and Mr. Van Tuyl are subject to a four-year vesting period, with 25% vesting on the first anniversary of the date of grant and the balance vesting in a series of 12 successive equal quarterly installments thereafter, provided that the Named Executive Officer is employed by Immunovant on each such vesting date.

  19. Other Compensation Elements

    Other Compensation Elements Employee Benefit and Retirement Programs Our executive officers, including our Named Executive Officers, are eligible to receive the same employee benefits that are generally available to all employees, subject to the satisfaction of certain eligibility requirements, including participation in retirement, health, and welfare plans. These benefits include medical, dental, and vision insurance, an employee assistance program, health and dependent care flexible spending accounts, basic life insurance, accidental death and dismemberment insurance, and short-term and long-term disability insurance. We make available a tax-qualified Section 401(k) retirement savings plan for all U.S. employees who satisfy certain eligibility requirements, including requirements relating to age and length of service. Under the Section 401(k) plan, employees may elect to defer up to all eligible compensation, subject to applicable annual Internal Revenue Code (the “Code”) limits. We intend for our Section 401(k) plan to qualify under Sections 401(a) and 501(a) of the Code so that contributions by employees to our Section 401(k) plan, and income earned on those contributions, are not taxable to employees until withdrawn from our Section 401(k) plan. The Section 401(k) plan also permits contributions to be made on a post-tax basis subject to applicable annual Code limits. We match employee contributions up to 3% of base salary, subject to applicable Code limitations. Matching contributions become fully vested after two years of service. We design our employee benefits programs to be affordable and competitive in relation to the market as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Perquisites Perquisites and other personal benefits currently are not a material component of our executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our executive officers, including our Named Executive Officers, except as generally made available to our employees or in situations where we believe it is appropriate to serve a legitimate business purpose. During the fiscal year ended March 31, 2025, none of our Named Executive Officers received perquisites or other personal benefits that were, in the aggregate, $10,000 or more for any individual. We may in the future provide perquisites or other personal benefits in circumstances in which we think it serves a legitimate business purpose to do so, including but not limited to those described in the preceding paragraph. All future practices with respect to perquisites or other personal benefits generally will be approved and subject to periodic review by the Compensation Committee and our Board. Employment Agreements and Post-Employment Compensation Arrangements We have entered into written employment agreements with certain of our executive officers, including our Named Executive Officers, which provide for “at-will” employment and set forth the title and position of the executive officer, including a base salary and target annual performance-based bonus opportunity, participation in our employee benefit programs, and eligibility to receive long-term incentive compensation in the form of equity awards. These employment agreements also provide these executive officers with certain payments and benefits in the event of an involuntary termination of employment, including a termination of employment in connection with a change in control of the Company. We do not have any agreements with any of our executive officers guaranteeing any tax reimbursement or “gross-up” payments on severance or change in control payments or benefits. For detailed descriptions of the post-employment compensation arrangements with our Named Executive Officers, as well as an estimate of the potential payments and benefits payable under these arrangements, see “Executive Employment Arrangements,” “Potential Payments upon Termination or Change in Control,” and “Summary of Estimated Amounts Payable upon a Termination or Change in Control” below.

  20. Other Policies and Considerations

    Other Policies and Considerations Compensation Recovery (“Clawback”) Policy We have adopted a compensation recovery (“clawback”) policy that complies with Exchange Act Rule 10D-1 and the applicable Nasdaq listing standards (the “Clawback Policy”). The Clawback Policy provides that, subject to limited exemptions, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under relevant securities laws, we must reasonably promptly seek recovery of any cash-based or equity-based incentive compensation (including vested and unvested equity) paid or awarded to any current or former executive officer, to the extent that the compensation (i) was based on a financial reporting measure and (ii) exceeded what would have been paid to the executive officer under the restatement. In addition, as a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, our Chief Executive Officer and Chief Financial Officer may be legally required to reimburse the Company for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of section 304 of the Sarbanes-Oxley Act of 2002. Timing of Grants of Certain Equity Awards From time to time, we grant stock options to our employees, including our Named Executive Officers. Historically, we have granted new-hire option awards on or soon after a new hire’s employment start date and annual refresh employee option grants, which are typically recommended by the Compensation Committee and approved by the Board. Also, Non-Employee Directors receive grants of initial and annual stock option awards, as further described under the heading, “Director Compensation—Director Compensation Practice” below. We do not otherwise maintain any written policies on the timing of awards of stock options or similar instruments with option-like features. The Compensation Committee does not take material nonpublic information (“MNPI”) into account when determining the timing of awards and it does not seek to time the award of stock options in relation to the Company’s public disclosure of MNPI. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation. Tax and Accounting Implications One of the factors the Committee considers when determining executive compensation is the anticipated tax treatment to the Company and to our executive officers of the various payments and benefits. Section 162(m) of the Code (“Section 162(m)”) generally provides that a publicly held company may not deduct compensation paid to certain covered executive officers to the extent that such compensation exceeds $1 million per executive officer in any year. While our Compensation Committee generally considers this limit when determining compensation, there are instances in which our Compensation Committee has concluded, and reserves the discretion to conclude in the future, that it is appropriate to exceed the limitation on deductibility under Section 162(m) to ensure that executive officers are compensated in a manner that it believes to be consistent with the Company’s best interests and those of its stockholders.

  21. Fiscal 2025 Summary Compensation Table

    Fiscal 2025 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, 2025, 2024 and 2023. Because Dr. Geffner, Ms. Gloria and Mr. Van Tuyl were not named executive officers during the previous fiscal years ended March 31, 2024 and 2023, we have provided information with respect to their compensation solely with respect to the fiscal year ended March 31, 2025.

  22. Fiscal 2025 Summary Compensation Table

    | Name and Principal Position | Fiscal Year Ended March 31 | Salary | Bonus(1) | Stock Awards(2) | Option Awards(2) | All Other Compensation(3) | Total | | Peter Salzmann, M.D. Former Chief Executive Officer | 2025 | $724,500 | $470,925 | $4,941,237 | $4,539,890 | $55,575 | $10,732,127 | | | 2024 | 700,000 | 609,000 | 3,584,330 | 3,619,675 | 39,425 | 8,552,430 | | | 2023 | 625,000 | 360,938 | 2,251,807 | 2,544,313 | 37,760 | 5,819,818 | | Eva Renee Barnett Former Chief Financial Officer | 2025 | 481,000 | 216,450 | 1,692,223 | 1,554,789 | 26,272 | 3,970,734 | | | 2024 | 465,000 | 269,700 | 1,288,661 | 1,301,372 | 14,236 | 3,338,969 | | | 2023 | 435,000 | 414,430 | 562,952 | 636,078 | 21,635 | 2,070,095 | | Michael Geffner, M.D. Chief Medical Officer | 2025 | 518,000 | 233,100 | 1,692,223 | 1,554,789 | 52,915 | 4,051,027 | | Melanie Gloria Chief Operating Officer (4) | 2025 | 180,375 | 79,465 | 2,804,978 | 2,500,844 | 8,173 | 5,573,835 | | Christopher Van Tuyl Chief Legal Officer and Corporate Secretary (4) | 2025 | 140,292 | 62,860 | 3,038,084 | 2,699,742 | 7,361 | 5,948,339 |

  23. Fiscal 2025 Summary Compensation Table

    (1) Amounts for the fiscal year ended March 31, 2025 represent payments earned by our Named Executive Officers based upon the achievement of certain company and individual performance objectives for fiscal 2025. Please see the description of the annual bonus program under “Annual Performance-Based Bonus” above. Whether or not a bonus is paid for any year is solely within the discretion of the Compensation Committee. 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, 2025, 2024 and 2023 under the 2019 Equity Incentive Plan, (the “2019 Plan”), computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“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 fiscal year ended March 31, 2025. This amount does not reflect the actual economic value that may be realized by the Named Executive Officer. (3) The amounts reported in this column include the cost of the following benefits received by our Named Executive Officers for the fiscal year ended March 31, 2025: •Dr. Salzmann. Amount includes $10,534 of 401(k) plan matching contributions and $1,186 of life insurance premiums. •Ms. Barnett. Amount includes $9,359 of 401(k) plan matching contributions and $1,043 of life insurance premiums. •Dr. Geffner. Amount includes $11,110 of 401(k) plan matching contributions and $593 of life insurance premiums. •Ms. Gloria. Amount includes $601 of 401(k) plan matching contributions and $190 of life insurance premiums. •Mr. Van Tuyl. Amount includes $3,006 of 401(k) plan matching contributions and $143 of life insurance premiums. (4) Ms. Gloria and Mr. Van Tuyl commenced employment with Immunovant on November 18, 2024 and December 16, 2024, respectively. All amounts included were earned from that date to the end of the fiscal year ended March 31, 2025.

  24. Fiscal 2025 Grant of Plan-Based Awards

    Fiscal 2025 Grant of Plan-Based Awards The following table sets forth certain information regarding grants of plan-based awards made to our Named Executive Officers during the year ended March 31, 2025:

  25. Fiscal 2025 Grant of Plan-Based Awards

    | Name | Grant date | All other stock awards: Number of shares of stock or units (#) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards ($/sh)(1) | Grant date fair value of stock and option awards ($)(2) | | Peter Salzmann, M.D. | 04/02/2024 | 160,534 | | | $4,941,237 | | | 04/02/2024 | | 200,667 | $30.78 | $4,539,890 | | Eva Renee Barnett | 04/02/2024 | 54,978 | | | $1,692,223 | | | 04/02/2024 | | 68,723 | $30.78 | $1,554,789 | | Michael Geffner, M.D. | 04/2/2024 | 54,978 | | | $1,692,223 | | | 04/2/2024 | | 68,723 | $30.78 | $1,554,789 | | Melanie Gloria | 11/18/2024 | 109,956 | | | $2,804,978 | | | 11/18/2024 | | 137,446 | $25.51 | $2,500,844 | | Christopher Van Tuyl | 12/16/2024 | 109,956 | | | $3,038,084 | | | 12/16/2024 | | 137,446 | $27.63 | $2,699,742 |

  26. Fiscal 2025 Grant of Plan-Based Awards

    (1) The exercise price of option awards is equal to the closing price of our common stock on the grant date, as reported on Nasdaq. (2) The grant date fair value of each equity award is computed in accordance with ASC Topic 718, as further described in the footnote to the Fiscal 2025 Summary Compensation Table above. The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by each Named Executive Officer upon the vesting, exercise or settlement of the awards.

  27. Outstanding Equity Awards at March 31, 2025

    Outstanding Equity Awards at March 31, 2025 The following table shows certain information regarding outstanding equity awards held by each of our Named Executive Officers at March 31, 2025:

  28. Outstanding Equity Awards at March 31, 2025

    | | | 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. | 06/20/2019 | 1,479,043 | - | $7.86 | 06/19/2029 | - | $- | | | 05/15/2020 | 430,700 | - | 19.01(2) | 05/14/2030 | - | - | | | 03/19/2021 | 464,700 | - | 17.00(2) | 03/19/2031 | - | - | | | 08/17/2022 | 438,257 | 240,335(3) | 4.99 | 08/17/2032 | 169,224(4) | 2,892,038 | | | 04/12/2023 | 151,696 | 164,889(3) | 14.70 | 04/12/2033 | 137,156(4) | 2,343,996 | | | 04/02/2024 | - | 200,667(3) | 30.78 | 04/02/2034 | 160,534(4) | 2,743,526 | | Eva Renee Barnett | 10/15/2021 | 270,562 | 62,438(5) | 8.72 | 10/15/2031 | 26,813(4) | 458,234 | | | 08/17/2022 | 109,564 | 60,084(3) | 4.99 | 08/17/2032 | 42,306(4) | 723,010 | | | 04/12/2023 | 54,539 | 59,282(3) | 14.70 | 04/12/2033 | 49,311(4) | 842,725 | | | 04/02/2024 | - | 68,723(3) | 30.78 | 04/02/2034 | 54,978(4) | 939,574 | | Michael Geffner, M.D. | 01/17/2023 | 75,000 | 75,000(5) | 18.06 | 01/17/2033 | 50,000(4) | 854,500 | | | 04/02/2024 | - | 68,723(3) | 30.78 | 04/02/2034 | 54,978(4) | 939,574 | | Melanie Gloria | 11/18/2024 | - | 137,446(5) | 25.51 | 11/18/2034 | 109,956(4) | 1,879,148 | | Christopher Van Tuyl | 12/16/2024 | - | 137,446(5) | 27.63 | 12/16/2034 | 109,956(4) | 1,879,148 |

  29. Outstanding Equity Awards at March 31, 2025

    (1) Market value is calculated based on the closing price of our common stock on March 31, 2025, which was $17.09 per share, as reported on Nasdaq. (2) In September 2021, the exercise prices for the May 15, 2020 and March 19, 2021 stock option grants to Dr. Salzmann were repriced at $8.62 per share. (3) 25% of the shares underlying the stock options from this grant vest 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) 25% of the shares underlying the RSUs from this grant vest on the first anniversary of the grant date, and the remainder vests in 12 equal quarterly installments thereafter, subject to the named executive officer’s continuous service as of each such vesting date. (5) 25% of the shares underlying the stock options from this grant 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.

  30. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth certain information regarding RSUs that vested during the fiscal year ended March 31, 2025, with respect to our Named Executive Officers. None of our Named Executive Officers exercised options during the fiscal year ended March 31, 2025.

  31. Option Exercises and Stock Vested

    | | Stock Awards (1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Peter Salzmann, M.D. | 252,617 | $7,044,246 | | Eva Renee Barnett | 102,307 | 2,869,622 | | Michael Geffner, M.D. | 25,000 | 697,063 | | Melanie Gloria | — | — | | Christopher Van Tuyl | — | — |

  32. Option Exercises and Stock Vested

    (1) The value realized upon the vesting and settlement of RSUs is based on the closing market price of the shares of our common stock on the date of settlement, and does not represent actual amounts received by our Named Executive Officers as a result of the vesting of their RSUs.

  33. 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, 2025.

  34. 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, 2025.

  35. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We have entered into post-employment compensation arrangements with each of our Named Executive Officers. Under the employment agreements with our Named Executive Officers, upon a termination without “cause” or resignation for “good reason” (each, as defined in the employment agreement), then, subject to executing and not revoking a general release of claims, the Named Executive Officer will be entitled to (1) an amount equal to nine months of annual base salary (twelve months in the case of Dr. Salzmann), and (2) continuation of health insurance coverage under COBRA for up to nine months following termination or resignation (twelve months in the case of Dr. Salzmann), with such aggregate amount payable in equal installments in accordance with customary payroll practices over the nine-month (or twelve-month, as the case may be) period following the date of the Named Executive Officer’s termination or resignation. In addition, the agreements provide that if we terminate the Named Executive Officer (other than Dr. Salzmann) without cause or the Named Executive Officer resigns for good reason within 12 months following a “change in control” (as defined in the 2019 Plan), then, subject to executing and not revoking a general release of all claims, the Named Executive Officer will be entitled to (1) an amount equal to the Named Executive Officer's then-current annual base salary (without regard to any reduction that gave rise to good reason) and target annual performance bonus (calculated at 40% of the then-current base salary), (2) continuation of health insurance coverage under COBRA for up to 12 months following termination or resignation, with such aggregate amount payable in equal installments in accordance with customary payroll practices over the 12-month period following the date of the Named Executive Officer's termination or resignation, and (3) acceleration of any time-based equity awards outstanding on the resignation or termination date. In the case of Dr. Salzmann, upon such a termination he was entitled to (1) an amount equal to 1.5 times the sum of his then-current annual base salary and his target annual performance bonus (calculated at 50% of his then-current base salary), (2) continuation of health insurance coverage under COBRA for up to 18 months following termination or resignation, with such aggregate amount payable in equal installments over the 18-month period following the date of his termination or resignation in accordance with customary payroll practices, and (3) acceleration of any time-based equity awards outstanding on the resignation or termination date. In April 2025, Dr. Salzmann retired from his roles as the Chief Executive Officer and principal executive officer of Immunovant and as a member of our Board. We entered into a Separation Agreement and General Release (the “Salzmann Separation Agreement”) with Dr. Salzmann, pursuant to which he received, in accordance with the terms of his employment agreement with us, (1) an amount equal to 12 months of his then current annual base salary payable in accordance with customary payroll practices in equal installments over the 12-month period, and (2) reimbursement of premiums paid for continuation of health insurance coverage under COBRA for 12 months or until the date he becomes eligible to be covered under a subsequent employer’s group health insurance plan, whichever occurs earlier, each measured from April 20, 2025, his separation date. In addition, Dr. Salzmann’s outstanding incentive equity awards will continue to vest in accordance with their terms for up to 12 months following April 20, 2025, provided that he provides transition services to Immunovant as may be requested by us from time to time during such period. The Salzmann Separation Agreement also provides that in the event of a change in control of Immunovant within the 12-month period following the separation date, any then-outstanding and unvested incentive equity awards will immediately vest in full upon such change in control. The benefits described above were in consideration for, and contingent upon, among other things, Dr. Salzmann’s agreement to a standard release of claims in favor of Immunovant. In April 2025, Ms. Barnett ceased serving as the Chief Financial Officer (including as principal financial officer and principal accounting officer) of Immunovant. We entered into a Separation Agreement and General Release with Ms. Barnett, containing a standard release of claims pursuant to which she received, as provided under her employment agreement with us, (1) an amount equal to nine months of her then-current annual base salary payable in accordance with customary payroll practices in equal installments over the 9-month period, and (2) reimbursement of premiums paid for continuation of health insurance coverage under COBRA for 9 months or until the date she becomes eligible to be covered under a subsequent employer’s group health insurance plan, whichever occurs earlier, each measured from April 20, 2025, her separation date. In addition, Ms. Barnett’s period of time during which to exercise any vested, outstanding and unexercised stock options was extended for up to nine months following April 20, 2025.

  36. Summary of Estimated Amounts Payable upon a Termination or Change in Control

    Summary of Estimated Amounts Payable upon a Termination or Change in Control The following table summarizes the potential benefits the Named Executive Officers would receive under the circumstances described below assuming their employment had been terminated on March 31, 2025:

  37. Summary of Estimated Amounts Payable upon a Termination or Change in Control

    | Name | Termination without Cause or Resignation for Good Reason | Termination without Cause or Resignation for Good Reason within Twelve Months Following Change in Control | | Peter Salzmann, M.D. | | | | Cash severance payment | $724,500 | $1,086,750 | | Target bonus payment | — | 543,375 | | RSU awards with accelerated vesting(1) | — | 7,979,560 | | Option awards with accelerated vesting(1) | — | 3,302,138 | | Continuation of health insurance coverage | 42,569 | 63,853 | | Total | $767,069 | $12,975,676 | | Eva Renee Barnett | | | | Cash severance payment | $481,000 | $481,000 | | Target bonus payment | — | 192,400 | | RSU awards with accelerated vesting(1) | — | 2,963,543 | | Option awards with accelerated vesting(1) | — | 1,391,306 | | Continuation of health insurance coverage | 10,938 | 14,584 | | Total | $491,938 | $5,042,833 | | Michael Geffner, M.D. | | | | Cash severance payment | $518,000 | $518,000 | | Target bonus payment | — | 207,200 | | RSU awards with accelerated vesting(1) | — | 1,794,074 | | Option awards with accelerated vesting(1) | — | — | | Continuation of health insurance coverage | 24,249 | 32,332 | | Total | $542,249 | $2,551,606 | | Melanie Gloria | | | | Cash severance payment | $481,000 | $481,000 | | Target bonus payment | — | 192,400 | | RSU awards with accelerated vesting(1) | — | 1,879,148 | | Option awards with accelerated vesting(1) | — | — | | Continuation of health insurance coverage | 15,645 | 20,860 | | Total | $496,645 | $2,573,408 | | Christopher Van Tuyl | | | | Cash severance payment | $481,000 | $481,000 | | Target bonus payment | — | 192,400 | | RSU awards with accelerated vesting(1) | — | 1,879,148 | | Option awards with accelerated vesting(1) | — | — | | Continuation of health insurance coverage | 17,506 | 23,341 | | Total | $498,506 | $2,575,889 |

  38. Summary of Estimated Amounts Payable upon a Termination or Change in Control

    (1) The value of the acceleration of equity awards is calculated based on the closing price of our common stock on March 31, 2025, which was $17.09 per share, as reported on Nasdaq. The value of the RSU awards with accelerated vesting is calculated based on that closing market price for unvested RSUs on March 31, 2025. The value of the option awards with accelerated vesting is calculated as the amount by which that closing market price exceeds the exercise price for unvested stock options on March 31, 2025.

  39. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, we are required to calculate and disclose the median of the actual total compensation of all our employees (except for our Chief Executive Officer), the annual total compensation of our Chief Executive Officer, and the ratio of the median of the annual total compensation of all our employees as compared to the annual total compensation of our Chief Executive Officer (the “CEO Pay Ratio”). We identified the median employee using our employee population (excluding our Chief Executive Officer) as of March 31, 2025. For purposes of identifying the median employee for the fiscal year ended March 31, 2025 (“FY2025”), we selected a “consistently applied compensation measure” that closely approximates the annual actual total direct compensation of our employees. Specifically, when we identified the median employee for FY2025, we aggregated, for each employee as of March 31, 2025: (1) annual base salary or wages; (2) the actual annual cash incentive paid for FY2025; and (3) the grant date fair value of equity awards granted in FY2025. In identifying the median employee, we converted compensation amounts paid in foreign currencies based on the applicable foreign exchange rates as of March 31, 2025 and annualized the compensation amounts of individuals who joined our Company during FY2025. We did not exclude any non-U.S. employees and did not make any cost-of-living adjustments. After determining our median employee, we calculated the median employee’s annual total compensation in accordance with the requirements of the Summary Compensation Table under Item 402(c)(2) of Regulation S-K. The actual total compensation of our median employee in FY2025 was $365,527. The annual total compensation for our Chief Executive Officer for FY2025 as reported in the Summary Compensation Table was $10,732,127. Therefore, our CEO Pay Ratio for FY2025 is approximately 29 to 1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. This information should not be used as a basis for comparison among different companies, even companies within the same industry, because the SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company uses the CEO Pay Ratio measure in making compensation decisions.

  40. 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 Named Executive Officers reported in the Summary Compensation Table above. Similar to many companies in the biotechnology industry, we are a clinical-stage company without revenue. Therefore, as described in more detail in “Compensation Discussion and Analysis,” our performance-based incentive compensation is generally tied to the Company’s strategic and operational goals and we did not use financial measures to link executive compensation to our financial performance in the applicable years reported below. Accordingly, we have not included any “Company Selected Measure” or provided a tabular list of financial performance measures. The following table sets forth additional compensation information of our PEO and Non-PEO NEOs, along with total shareholder return (“TSR”), and net loss results:

  41. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | 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) | IMVT TSR(5) | Peer Group TSR(6) | Net Loss (in 000s)(7) | | 2025 | $10,732,127 | $(9,321,640) | $4,885,984 | $847,620 | $107 | $93 | $(413,840) | | 2024 | 8,552,430 | 42,519,891 | 3,873,796 | 11,569,336 | 201 | 96 | (259,336) | | 2023 | 5,819,818 | 28,186,331 | 1,994,501 | 9,250,459 | 97 | 89 | (210,960) | | 2022 | 5,868,341 | (12,304,083) | 5,625,220 | 3,611,984 | 34 | 89 | (156,730) |

  42. Pay Versus Performance

    (1) Peter Salzmann, our former Chief Executive Officer, was our PEO for the entirety of 2022 - 2025. The Non-PEO NEOs for 2025 were Eva Renee Barnett, Michael Geffner, Melanie Gloria and Christopher Van Tuyl. The Non-PEO NEOs for 2024 were Julia G. Butchko and Jay S. Stout. 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 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” for the fiscal year ended March 31, 2025 (all amounts are averages for Non-PEO NEOs):

  43. Pay Versus Performance

    | | PEO | Non-PEO NEO Average | | Summary Compensation Table Total | $10,732,127 | $4,885,984 | | - Grant date fair value of awards granted during the covered fiscal year | (9,481,127) | (4,384,418) | | + 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 | 4,590,063 | 2,423,144 | | +/- 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 | (11,156,632) | (1,643,091) | | + Fair value as of the vesting date of any awards that are granted and vest in the same fiscal year | — | — | | +/- 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 | (4,006,071) | (433,999) | | Compensation Actually Paid | $(9,321,640) | $847,620 |

  44. 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 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, 2025, 2024, 2023, 2022 and 2021, the per share closing prices for our common stock were $17.09, $32.31, $15.51, $5.51 and $16.04, respectively. No dividends were paid on stock or option awards for all periods presented. (6) Peer Group TSR represents the weighted cumulative total return on $100 invested on March 31, 2021 through the last trading day of the applicable fiscal year reported in the table, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Nasdaq Biotechnology Index for all four fiscal years disclosed, which aligns with the peer group used for the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended March 31, 2025. (7) Net loss is reflected as reported in our audited consolidated financial statements for the applicable fiscal year.

  45. 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.

  46. 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 Named Executive Officers, and our net loss over the four most recently completed fiscal years.

  47. Compensation Actually Paid, Company TSR and Peer Group TSR

    Compensation Actually Paid, Company TSR and Peer Group TSR The chart below shows the relationship between the compensation actually paid to the PEO and the average compensation actually paid to our other Named Executive Officers, and our cumulative TSR (total shareholder return, based on an initial investment of $100 on March 31, 2021) and the Peer Group TSR over the four 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.

  48. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  49. Director Compensation Practice

    Director Compensation Practice The compensation for our Executive Chairperson and Non-Employee Directors (as defined in our 2019 Plan) is evaluated and approved by the Board annually, upon the recommendation of the Compensation Committee. We consider input from our Compensation Committee’s independent compensation consultant, Compensia, regarding practices and compensation levels at comparable companies. On April 2, 2024, upon the recommendation of the Compensation Committee, our Board approved the director compensation for the fiscal year ended March 31, 2025 (such compensation, the “FY2025 Director Compensation”). Most recently on March 21, 2025, upon the recommendation of the Compensation Committee, our Board approved the director compensation for the fiscal year ending March 31, 2026 (such compensation, the “FY2026 Director Compensation”). Pursuant to Board approval, our Executive Chairperson and each Non-Employee Director receive cash and equity compensation for his or her services as a member of our Board, as described below. We also reimburse our directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Board and committee meetings. The compensation payable to our Non-Employee Directors is subject to the limitations on Non-Employee Director compensation set forth in our 2019 Plan, which will not exceed $1,000,000 in total value during any calendar year (both equity awards and cash compensation). For purposes of this limitation, the value of an equity award is based on its grant date fair value. For purposes of the 2019 Plan, Dr. Torti, our Executive Chairperson, is not deemed to be a Non-Employee Director as defined in the 2019 Plan due to his position with Roivant, our parent company, and therefore, the limitation on compensation to Non-Employee Directors, inclusive of equity awards, does not apply to his compensation. The compensation paid to our Executive Chairperson is based on his additional services and responsibilities to the Company as set forth in the section titled “Information Regarding the Board of Directors and Corporate Governance—Board Leadership Structure.” 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 former Chief Executive Officer and one of our directors during the fiscal year ended March 31, 2025, did not receive any additional compensation for his service as a director. Dr. Salzmann’s compensation as an executive officer for the fiscal year ended March 31, 2025 is set forth above under “Executive Compensation.” Similarly, Dr. Venker, our current Chief Executive Officer and one of our directors, does not receive any additional compensation for his service as a director. During the fiscal year ended March 31, 2025, pursuant to the FY2025 Director Compensation, each director (other than Dr. Salzmann as noted above) received annual cash retainers in the amounts set forth below:

  50. Director Compensation Practice

    | Retainer | Board Committee | Fee | | Base Retainer | Board Chair | $85,000 | | | Other Directors | 50,000 | | Chair Retainer | Audit Committee | $20,000 | | | Compensation Committee | 17,500 | | | Nominating and Corporate Governance Committee | 10,000 | | Committee Member Retainer | Audit Committee | $10,000 | | | Compensation Committee | 7,500 | | | Nominating and Corporate Governance Committee | 5,000 |

  51. Director Compensation Practice

    These amounts will remain the same for the fiscal year ending March 31, 2026 pursuant to the FY2026 Director Compensation. 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.

  52. Director Compensation Table

    Director Compensation Table The below table sets forth information regarding compensation earned by or paid to our directors for the fiscal year ended March 31, 2025.

  53. Director Compensation Table

    | 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 | $3,705,912 | $1,134,978 | $4,933,390 | | Andrew Fromkin | 77,500 | 346,429 | 106,107 | 530,036 | | Douglas Hughes | 67,500 | 346,429 | 106,107 | 520,036 | | George Migausky | 70,000 | 346,429 | 106,107 | 522,536 | | Atul Pande, M.D. | 65,000 | 346,429 | 106,107 | 517,536 | | Eric Venker, M.D., Pharm.D. | 55,000 | — | — | 55,000 |

  54. Director Compensation Table

    (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 director during the fiscal year ended March 31, 2025 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, 2025. 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, 2025:

  55. Director Compensation Table

    | Name | RSUs | Number of Shares Underlying Options | | | Frank M. Torti, M.D., M.B.A. | 615,674 | | 1,102,503 | | Andrew Fromkin | 66,563 | | 261,591 | | Douglas Hughes | 91,263 | | 261,591 | | George Migausky | 82,063 | | 184,410 | | Atul Pande, M.D. | 66,563 | | 261,591 | | Eric Venker, M.D., Pharm.D. | — | | — |