Document

DEF 14A 1 imvt-20240331defproxy.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-12

IMMUNOVANT, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

IMMUNOVANT, INC.

320 West 37th Street

New York, New York 10018

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On August 12, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting, (the “Annual Meeting”) of Stockholders of Immunovant, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held virtually, via live webcast at www.virtualshareholdermeeting.com/IMVT2024 originating from New York, New York, on Monday, August 12, 2024 at 4:00 p.m., Eastern Time. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. We recommend that you log in a few minutes before 4:00 p.m., Eastern Time, on August 12, 2024 to ensure you are logged in when the Annual Meeting starts.

The Annual Meeting will be held for the following purposes:

1.To elect the Board of Directors’ three nominees for director: Peter Salzmann, M.D., M.B.A., George Migausky and Douglas Hughes, each to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

2.To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025.

3.To approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement.

4.To conduct any other business properly brought before the meeting.

These items of business are more fully described in the proxy statement accompanying this Notice.

The record date for the Annual Meeting is June 18, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose germane to the Annual Meeting, by appointment, at our office at 320 West 37th Street, New York, NY 10018, for a period of ten days ending on the day before the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held Virtually, Via Live Webcast at www.virtualshareholdermeeting.com/IMVT2024 on August 12, 2024, at 4:00 p.m. Eastern Time.

The proxy statement and our annual report are available at

www.proxyvote.com.

By Order of the Board of Directors

/s/ Peter Salzmann, M.D.

Peter Salzmann, M.D.

Chief Executive Officer

New York, New York

June 26, 2024

You are cordially invited to attend the Annual Meeting online. Whether or not you expect to attend the meeting online, please complete, date, sign and return the proxy mailed to you, or vote over the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Annual Meeting, you must follow the instructions from such organization and will need to obtain a proxy issued in your name from that record holder.



	Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING		1
PROPOSAL NO. 1 ELECTION OF DIRECTORS		6
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		9
PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		15
PROPOSAL NO. 3 NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION		16
EXECUTIVE OFFICERS		17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		18
EXECUTIVE COMPENSATION		20
EQUITY COMPENSATION PLANS AT MARCH 31, 202 4		27
DIRECTOR COMPENSATION		28
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		30
STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS		33
HOUSEHOLDING OF PROXY MATERIALS		34
OTHER MATTERS		34


BOARD DIVERSITY MATRIX
	As of June 18, 2024				As of June 22, 2023
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


	Year Ended March 31,
	2024		2023
	(in thousands)
Audit Fees(1)	$	1,210	$	665
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total Fees	$	1,210	$	665


	Beneficial Ownership
Beneficial Owner	Number of Shares		Percent of Total
5% Stockholder
Roivant Sciences Ltd.(1)		79,815,331		54.6%
FMR LLC(2)		7,875,822		5.4
Named Executive Officers and Directors
Peter Salzmann, M.D., M.B.A.(3)		3,165,827		2.1
Julia G. Butchko, Ph.D.(4)		1,291,437		*
Jay S. Stout, Ph.D.(5)		70,886		*
Frank M. Torti, M.D. (6)		1,413,233		*
Douglas Hughes(7)		370,656		*
Atul Pande, M.D. (8)		360,059		*
Andrew Fromkin(9)		345,559		*
George Migausky(10)		289,528		*
Eric Venker, M.D.		—		—
All current directors and executive officers as a group (13 individuals)		9,060,478		5.9


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 match employee contributions up to 3% of their salary, subject to annual compensation limits established by the IRS ✘ 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


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., M.B.A.	2024	$ 700,000	$ 609,000	$	3,584,330	$	3,619,675	$	39,425	$	8,552,430
Chief Executive Officer	2023	625,000	360,938	2,251,807		2,544,313		37,760		5,819,818

Julia G. Butchko, Ph.D. Chief Development Officer	2024	465,000	269,700	1,472,764		1,487,281		12,966		3,707,711

Jay S. Stout, Ph.D. Chief Technology Officer (4)	2024	416,875	241,932	1,547,000		1,809,390		24,683		4,039,880


	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	1,479,043	- (2)	$ 7.86	06/19/2029	-	$-
Chief Executive Officer		05/15/2020	412,754	17,946(3)	19.01(4)	05/14/2030	-	-
		01/21/2021	-	-	-	-	15,234(5)	160,566(6)
		03/19/2021	348,525	116,175(3)	17.00(4)	03/19/2031	33,125(7)	1,070,269
		08/17/2022	268,609	409,983(3)	4.99	08/17/2032	282,040(8)	9,112,712
		04/12/2023	-	316,585(3)	14.70	04/12/2033	243,832(8)	7,878,212

Julia G. Butchko, Ph.D.		11/20/2019	433,588	- (2)	8.43	11/19/2029	-	-
Chief Development Officer		05/15/2020	306,378	13,322(3)	19.01(4)	05/14/2030	-	-
		03/19/2021	143,325	47,775(3)	17.00(4)	03/19/2031	13,625(7)	440,224
		08/17/2022	67,152	102,496(3)	4.99	08/17/2032	70,510(8)	2,278,178
		04/12/2023	-	130,081(3)	14.70	04/12/2033	100,188(8)	3,237,074

Jay S. Stout M.D. Chief Technology Officer		04/17/2023	-	150,000(2)	15.47	04/17/2033	100,000(8)	3,231,000


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)
2024	$	8,552,430	$	42,519,891	$	3,873,796	$	11,569,336	$	201	$	(259,336)
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)


			PEO				Non-PEO NEO Average
	2024		2023		2022		2024		2023		2022
Summary Compensation Table Total	$	8,552,430	$	5,819,818	$	5,868,341	$	3,873,796	$	1,994,501	$	5,625,220
- Grant date fair value of awards granted during the covered fiscal year	(7,204,005)		(4,796,120)		(4,888,386)		(3,158,218)		(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	16,671,329		16,277,154		1,965,048		7,092,456		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	14,162,652		8,378,571		(11,404,966)		2,027,460		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	10,337,485		2,506,908		(5,667,230)		1,733,842		1,324,115		—
Compensation Actually Paid	$	42,519,891	$	28,186,331	$	(12,304,083)	$	11,569,336	$	9,250,459	$	3,611,984


Plan Category	Number of securities to be issued upon exercise of outstanding stock options, warrants and rights (a)	Weighted- average exercise price of outstanding stock options, warrants and rights (b)		Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders(1)	16,492,386	$	9.85	2,090,367	(2)(3)
Equity compensation plans not approved by security holders(4)	—		—	5,000,000
Total	16,492,386	$	9.85	5,590,317


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	$	1,792,165	$	1,809,832	$	3,694,497
Andrew Fromkin	75,000		184,088		185,909		444,997
Douglas Hughes	66,300		184,088		185,909		436,297
George Migausky	67,500		184,088		185,909		437,497
Atul Pande, M.D.	63,800		184,088		185,909		433,797
Eric Venker, M.D., Pharm.D.	55,000		—		—		55,000


Board Committee	Chairperson Fee		Member Fee
Audit Committee	$	20,000	$	10,000
Compensation Committee		17,500		7,500
Nominating and Corporate Governance Committee		10,000		5,000


Name	RSUs	Number of Shares Underlying Options
Frank M. Torti, M.D., M.B.A.	495,274		1,052,336
Andrew Fromkin	70,808		256,901
Douglas Hughes	95,508		256,901
George Migausky	70,808		179,720
Atul Pande, M.D.	70,808		256,901
Eric Venker, M.D., Pharm.D.	—		—

SEC Form DEF 14A filed by Immunovant Inc.