Andrew Fromkin
About Andrew Fromkin
Andrew Fromkin (age 59) has served on Immunovant’s board since December 2019 (and ISL’s board since October 2019). He is the Vant Portfolio Operating Partner at Roivant Sciences, Inc. (RSI), CEO of Pulmovant, Inc. since July 2023, and formerly Acting CEO of Proteovant Sciences (Jan 2021–Apr 2023); he holds a B.A. in Biology from Brandeis University .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tarveda Therapeutics (formerly Blend Therapeutics) | Chief Executive Officer | Mar 2015–Sep 2020 | Led biopharma company operations |
| Clinical Data, Inc. | EVP; later President, CEO & Director | Oct 2005–May 2011 | Senior leadership culminating as CEO |
| DoctorQuality, Inc. | President & CEO | Prior to 2005 | Healthcare quality company leadership |
| Endo Surgical Devices, Inc. | President, CEO & Director | Prior to 2005 | Medical devices leadership |
| Merck-Medco (subsidiary of Merck & Co.) | Corporate VP, Business Development | Prior to 2005 | PBM business development |
| Health Information Technologies, Inc. (MCA subsidiary) | General Manager; Director of Marketing & Payer Alliances | Early career | Operated subsidiary and marketing alliances |
| Regado Biosciences → Tobira Therapeutics | Director | 2014–2016 | Public company board service |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Roivant Sciences, Inc. (RSI) | Vant Portfolio Operating Partner | Since Jan 2021 | Portfolio operating leadership across Roivant family |
| Pulmovant, Inc. | Chief Executive Officer | Since Jul 2023 | CEO of Roivant-affiliated entity |
| Proteovant Sciences, Inc. | Acting Chief Executive Officer | Jan 2021–Apr 2023 | Transitional leadership |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Not independent due to his position with RSI (company is a Nasdaq “controlled company” relying on exemptions for Compensation and Nominating committees) .
- Attendance/engagement: Board met 14x in FY ended Mar 31, 2025; each director attended at least 75% of Board/committee meetings during service period .
- Controlled company structure: RSL (Roivant Sciences Ltd.) elects four directors (including Fromkin); common and Series A preferred elect the remaining three .
- Hedging policy: Directors/officers prohibited from hedging or speculative trading (short sales, leverage, options) in IMVT stock .
- Clawback policy: Exchange Act Rule 10D-1 compliant policy applicable to current/former executive officers .
Committee focus areas (as chair/member):
| Committee | Membership | Chair? |
|---|---|---|
| Compensation | Yes | Yes |
| Nominating & Corporate Governance | Yes | No (chair: Dr. Pande) |
Fixed Compensation
Director cash retainers (FY2025 program, unchanged for FY2026):
| Retainer Type | Amount |
|---|---|
| Board Chair | $85,000 |
| Other Directors | $50,000 |
| Audit Chair | $20,000 |
| Compensation Chair | $17,500 |
| Nominating Chair | $10,000 |
| Audit Member | $10,000 |
| Compensation Member | $7,500 |
| Nominating Member | $5,000 |
Andrew Fromkin FY2025 cash paid:
| Component | FY2025 Amount |
|---|---|
| Fees earned or paid in cash | $77,500 |
Performance Compensation
Program structure (Non-Employee Director equity):
- FY2025 annual equity retainer: $520,000 target; 25% stock options + 75% RSUs; one-year vest fully on Apr 2, 2025 .
- FY2026 annual equity retainer: $425,000 target; same 25%/75% mix; granted Apr 1, 2025 .
- Change in control: Unvested director awards may fully vest immediately prior to effective date .
Andrew Fromkin FY2025 equity received:
| Component | FY2025 Grant-date Fair Value |
|---|---|
| Stock awards (RSUs) | $346,429 |
| Option awards | $106,107 |
Vesting mechanics (director awards):
| Award Type | Vesting |
|---|---|
| Non-Employee Director options/RSUs (FY2025 cycle) | Fully vested after one year (Apr 2, 2025) |
Note: Director awards are time-based; no performance metrics disclosed for director compensation .
Other Directorships & Interlocks
| Entity | Type | Role/Linkage | Potential Conflict View |
|---|---|---|---|
| Roivant Sciences, Inc. (RSI) | Parent/affiliate | Fromkin employed as Vant Portfolio Operating Partner | Material affiliation; IMVT is a “controlled company” and relies on governance exemptions |
| Pulmovant; Proteovant | Roivant-affiliated | CEO; Former Acting CEO | Affiliated ecosystem ties |
| Regado/Tobira (2014–2016) | Public | Director | Historical public board service |
| RSL service/agreements | Related party | RSI/RSG services agreements; $0.8m incurred FY2025 | Ongoing related-party transactions; oversight via Audit Committee policy |
Expertise & Qualifications
- Significant biopharma operating experience (CEO roles at Tarveda, Clinical Data; business development at Merck-Medco) .
- Board asserts his “significant experience in the biopharmaceutical industry and knowledge of healthcare ventures” qualify him for service .
- Education: B.A. Biology, Brandeis University .
Equity Ownership
| Holding Detail | Amount |
|---|---|
| Total beneficial ownership | 353,504 shares; <1% of outstanding |
| Common stock (direct) | 25,350 shares |
| Options exercisable within 60 days (exercisable) | 261,591 shares |
| RSUs vested with deferred settlement (unsettled) | 66,563 shares |
| Ownership as % of shares outstanding | <1% (based on 171,050,530 common and 10,000 Series A preferred outstanding on June 13, 2025) |
Policy notes:
- Hedging prohibited for directors/officers .
- No disclosure of share pledging; none indicated in ownership table .
Governance Assessment
-
Strengths
- Compensation Committee chaired by an experienced operator; formal processes with independent consultant (Compensia) and clear benchmarking peer group for executive pay .
- Clawback policy and hedging prohibition support shareholder-aligned risk control .
- Attendance threshold met; active committee cadence (Audit 5x; Comp 6x; NomGov 2x FY2025) .
- 2024 say-on-pay approval >97%, signaling investor support for compensation framework .
-
Risks and potential conflicts
- RED FLAG: Not independent due to RSI employment; yet chairs Compensation Committee. Controlled-company exemptions mean Compensation and Nominating committees are not required to be fully independent, reducing typical governance safeguards .
- RED FLAG: RSL elects a majority of directors and holds Series A preferred with voting rights; governance influence concentrated with controlling shareholder .
- Ongoing related-party service agreements with RSI/RSG and significant RSL participation in a January 2025 private placement ($20.00/share; 16,845,010 shares to RSL), heightening related-party exposure; Audit Committee tasked with related-party review must be robust .
- Equity for directors is time-based (no performance conditions), which can weaken pay-for-performance alignment if not balanced with ownership guidelines (none disclosed in proxy) .
Investor implications: Fromkin’s operational expertise is valuable, but his RSI affiliation and compensation committee chair role under controlled-company exemptions warrant close monitoring of pay decisions, related-party transactions, and independence of deliberations .