Document

DEF 14A 1 imvt-20220331defproxy.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 17, 2022

Dear Stockholder:

You are cordially invited to attend the 2022 Annual Meeting, or the Annual Meeting, of Stockholders of Immunovant, Inc., a Delaware corporation. The Annual Meeting will be held virtually, via live webcast at www.virtualshareholdermeeting.com/IMVT2022 originating from New York, New York, on Wednesday, August 17, 2022 at 2:30 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. Further, we believe the virtual meeting format is even more critical in light of the ongoing COVID-19 pandemic, as the safety of our employees, communities and stockholders is our first priority. 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 2:30 p.m. Eastern Time, on August 17, 2022 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 to serve until the 2023 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, 2023.

3.To hold a non-binding, advisory vote on 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 21, 2022. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

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/IMVT2022 on August 17, 2022, at 2:30 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 30, 2022

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 2		26
DIRECTOR COMPENSATION		27
DELINQUENT SECTION 16(a) REPORTS		30
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		31
HOUSEHOLDING OF PROXY MATERIALS		35
OTHER MATTERS		36


BOARD DIVERSITY MATRIX (as of June 21, 2022)
Total Number of Directors: 7
	Female	Male	Non-Binary	Did Not Disclose Gender
PART I: GENDER IDENTITY	—	—	—	—
DIRECTORS	—	6	—	1
PART II: DEMOGRAPHIC BACKGROUND	—	—	—	—
AFRICAN AMERICAN OR BLACK	—	—	—	—
ALASKAN NATIVE OR NATIVE AMERICAN	—	—	—	—
ASIAN	—	1	—	—
HISPANIC OR LATINX	—	—	—	—
NATIVE HAWAIIAN OR PACIFIC ISLANDER	—	—	—	—
WHITE	—	5	—	—
TWO OR MORE RACES OR ETHNICITIES	—	—	—	—
LGBTQ+	—	—	—	—
DID NOT DISCLOSE DEMOGRAPHIC BACKGROUND	—	1	—	—


	Year Ended March 31,
	2022		2021
	(in thousands)
Audit Fees(1)	$	512	$	925
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total Fees	$	512	$	925


	Beneficial Ownership
Beneficial Owner	Number of Shares		Percent of Total
5% Stockholder
Roivant Sciences Ltd.(1)		73,398,664		63.0%
Entities affiliated with RTW(2)		7,592,253		6.5
Entities affiliated with Deep Track Capital, LP(3)		6,780,827		5.8
Named Executive Officers and Directors
Peter Salzmann, M.D., M.B.A.(4)		1,602,624		*
William L. Macias(5)		186,413		*
Eva Renee Barnett(6)		29,541		*
Frank M. Torti, M.D. (7)		340,632		*
Andrew Fromkin(8)		180,756		*
Douglas Hughes(9)		193,503		*
George Migausky(10)		150,802		*
Atul Pande, M.D. (11)		180,256		*
Eric Venker, M.D.		—		—
All current directors and executive officers as a group (11 individuals)		3,502,573		3.0


What we do:						What we do not do:
✓ Performance metrics tied to company performance. The performance metrics for our annual executive bonus plan are tied to company performance, aligning the interests of our executives with those of our stockholders ✓ Multi-year vesting requirements. The equity awards we grant to our executive officers generally vest over multi-year periods, consistent with current market practice and our retention objectives ✓ Double-trigger termination rights. Our agreements with our executive officers require both a change-in-control and a termination of employment for full severance benefits to be triggered ✓ Independent compensation consultant. Our compensation committee uses an independent compensation consultant that provides no other material services to the company						✘ No tax gross-ups. None of our employment-related agreements provide for excise tax “gross-ups.” ✘ No special perquisites. Except as otherwise discussed below, we generally do not provide our executives with perquisites or other personal benefits that differ materially from those available to employees generally ✘ No retirement plans other than 401(k). We do not provide any pension or other retirement benefits to our executive officers, except that we offer all employees the right to participate in a company-sponsored 401(k) plan under which we contribute 3% of their salary up to the annual Internal Revenue Code limit of $9,150. ✘ 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)	Non-Equity Incentive Plan Compensation	All Other Compensation	Total
Peter Salzmann, M.D., M.B.A.	2022	$ 600,000	$ 346,500	$ 3,999,997	$ 888,389(3)	—	$ 33,455(4)	$ 5,868,341
Chief Executive Officer	2021	567,000	311,850	3,252,500(5)	11,104,950	—	139,004	15,375,304

Eva Renee Barnett, M.B.A. Chief Financial Officer (6)	2022	198,485	328,027(7)	1,765,800	2,126,272	—	8,467	4,427,051

William L. Macias, M.D., Ph.D. Chief Medical Officer (8)	2022	98,686	94,630	961,887	1,142,334(3)	—	4,525,852(9)	6,823,389


	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	1,016,842	462,201(2)	$ 7.86	06/19/2029	—	—
Chief Executive Officer		05/15/2020	197,404	233,296(3)	19.01(4)	05/14/2030	—	—
		01/21/2021	—	—	—	—	51,798(5)	$255,882(6)
		03/19/2021	116,175	348,525(3)	17.00(4)	03/18/2031	99,375(7)	547,556
		08/03/2021	—	—	—	—	356,633(8)	1,965,048

Eva Renee Barnett, M.B.A.		10/15/2021	—	333,000(9)	8.72	10/15/2031	143,000(10)	787,930
Chief Financial Officer




William L. Macias M.D., Ph.D.		06/11/2021	—	369,320(11)	10.71(4)	06/11/2031	18,674(12)	102,894
Chief Medical Officer		11/05/2021	—	167,325(13)	8.58	11/05/2031	112,108(14)	617,715


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)	10,689,595	$	8.48	2,188,860(2)(3)
Equity compensation plans not approved by security holders	—		—	—
Total	10,689,595	$	8.48	2,188,860


Name	Fees Earned or Paid in Cash(1)			Stock Awards(2)(3)		Option Awards(2)(3)			All Other Compensation		Total
Frank M. Torti, M.D., M.B.A.(4)		$	94,113	$	795,000		$	1,855,462	$	—		$	2,744,575
Andrew Fromkin(5)		74,955		172,504			402,600		—			650,059
Douglas Hughes(5)		126,512(6)		172,504			402,600		—			701,616
George Migausky(7)		127,500(6)		172,504			402,600		—			702,604
Atul Pande, M.D.(5)		62,814		172,504			402,600		—			637,918
Eric Venker, M.D., Pharm.D.		—		—			—		—			—


Name	RSUs	Number of Shares Underlying Options
Frank M. Torti, M.D., M.B.A.	147,726		554,748
Andrew Fromkin	61,926		208,973
Douglas Hughes	61,926		208,973
George Migausky	61,926		131,792
Atul Pande, M.D.	61,926		208,973
Eric Venker, M.D., Pharm.D.	—		—


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

SEC Form DEF 14A filed by Immunovant Inc.