Atul Pande

About Atul Pande

Atul Pande, M.D. (age 70) is an independent director at Immunovant and one of four Series A preferred stock directors elected by Roivant Sciences Ltd. (RSL); he has served on the board since the December 2019 business combination. He is a physician-executive with senior R&D leadership roles at GSK, Pfizer, Parke‑Davis/Warner‑Lambert, and Lilly; he earned his MBBS and MD from the University of Lucknow with psychiatry training at University of Michigan and Western University. The board has affirmatively determined Dr. Pande to be independent under Nasdaq rules.

Past Roles

External Roles

Board Governance

• Role and independence: Independent director under SEC/Nasdaq rules; however, he occupies one of four board seats elected by RSL via Series A preferred, in a “controlled company” structure. This conveys independence under listing rules but introduces perceived alignment with the controlling shareholder’s slate.
• Committees and chair roles (as of June 30, 2025): Chair, Nominating & Corporate Governance; not on Compensation; not on Audit (replaced by R. Susman in April 2025). Changes in April 2025: Pande became Nominating Chair (replacing A. Fromkin) and rotated off Audit.
• Attendance and engagement: Board met 14 times in FY ended Mar 31, 2025; Audit met 5x; Compensation 6x; Nominating 2x; each director attended at least 75% of applicable meetings. All then‑current directors attended the 2024 annual meeting.
• Leadership structure: Executive Chairperson is Frank M. Torti; company relies on controlled company exemptions (does not require majority‑independent board or fully independent comp/nom‑gov committees), but Audit Committee remains fully independent.

Fixed Compensation

• Cash retainers (policy): Non‑employee directors receive $50,000 base retainer; committee chair retainers: Audit $20,000; Compensation $17,500; Nominating $10,000; committee member retainers: Audit $10,000; Compensation $7,500; Nominating $5,000.
• Dr. Pande FY2025 cash fees: $65,000 total, consistent with base ($50,000) + Nominating Chair ($10,000) + Nominating member ($5,000).

Performance Compensation

• Annual equity retainer (policy): FY2025 non‑employee director equity target $520,000, delivered 25% options and 75% RSUs; one‑year vest; grants on Apr 2, 2024. FY2026 non‑employee director equity target reduced to $425,000; one‑year vest; granted Apr 1, 2025.
• Dr. Pande FY2025 director equity granted (grant date fair value): RSUs $346,429; Options $106,107; both under the 2019 Plan; RSUs/options vest per policy noted above.

Additional director holdings at 3/31/2025:

• RSUs outstanding (Pande): 66,563 units. Options outstanding (Pande): 261,591 shares underlying options.

Other Directorships & Interlocks

• Compensation Committee interlocks: For FY ended Mar 31, 2025 compensation committee members were Fromkin, Torti, and Hughes; Susman added April 2025; no interlocking relationships disclosed.
• Non‑employee director compensation cap: Total annual value per non‑employee director (cash + equity) capped at $1,000,000 under the 2019 Plan (Executive Chair excluded from this cap due to status).

Expertise & Qualifications

• Board‑designated qualifications: Deep medical and biopharma R&D expertise; prior CMO/medical advisor roles; senior R&D leadership across large pharmas and biotechs. Education includes MBBS/MD (University of Lucknow) and psychiatry training at University of Michigan and Western University.

Equity Ownership

• Beneficial ownership (as of June 13, 2025): 356,999 shares (<1% of outstanding). Breakdown: 261,591 options exercisable within 60 days; 55,308 RSUs vested with deferred settlement; 20,100 common shares; 20,000 common shares held indirectly via a family trust.
• Director equity as of 3/31/2025: RSUs 66,563; Options 261,591 (aggregate position).
• Hedging/shorting: Directors are prohibited from hedging and speculative trading (including short sales, puts, calls).

Governance Assessment

• Strengths

  • Independent status affirmed; serves as Chair of Nominating & Corporate Governance, aligning with governance oversight and board refreshment responsibilities.
  • Attendance/engagement: Board/committee cadence robust; each director ≥75% attendance; directors attended annual meeting.
  • Audit Committee fully independent; related‑party transactions reviewed under a formal policy; Audit Committee oversees related‑party reviews.
  • Director equity retainer policy provides meaningful equity alignment; FY2026 equity target reduced to $425k (from $520k), signaling moderation of director equity grant levels.
  • Company uses independent compensation consultant (Compensia) with no conflicts identified.
  • Strong say‑on‑pay support (over 97% approval in 2024).

• Potential risks / RED FLAGS

  • Controlled company: RSL elects four directors (including Dr. Pande) and holds majority voting power; company relies on Nasdaq controlled‑company exemptions (board majority independence not required; comp/nom‑gov not required to be fully independent), which is a governance risk versus best‑practice standards.
  • Related‑party exposure: Ongoing services agreements with RSL affiliates (RSI/RSG); RSL purchased 16,845,010 shares in a January 2025 private placement; these ties may create perceived conflicts, though the Audit Committee oversees related‑party transactions.
  • Concentration of influence: Executive Chairperson structure centralizes agenda‑setting; while common in venture‑backed biopharma, investors often prefer an independent chair in controlled situations.

• Net take: Dr. Pande brings deep R&D and clinical development expertise and is engaged at the committee‑lead level. Governance optics are primarily driven by Immunovant’s controlled‑company status and RSL relationships; mitigating factors include an independent Audit Committee, formal related‑party oversight, and strong shareholder support on pay in 2024.