Christopher Van Tuyl
About Christopher Van Tuyl
Christopher A. Van Tuyl, J.D., has served as Immunovant’s Chief Legal Officer and Corporate Secretary since December 2024. He holds a B.S. in Finance from Arizona State University and a J.D. from Duke University School of Law, and previously held senior legal roles across biopharma and industrials. For FY2025, executive annual bonuses were tied to pre-established corporate operational goals (portfolio progression in endocrinology/rheumatology and neurology/dermatology, CMC milestones, HR and budget scaling), and were certified at 100% of target, indicating company-level operational execution against plan .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dermavant Sciences, Inc. | Chief Legal Officer & Corporate Secretary | Mar 2018 – Oct 2024 | Led enterprise legal, corporate governance, and compliance in a commercial-stage dermatology biotech . |
| Sacks Tierney, P.A. | Shareholder | Oct 2015 – Mar 2018 | Corporate and securities law practice; governance advisory . |
| Fidelity National Information Services | Legal Executive | Mar 2015 – Aug 2015 | Legal leadership in financial technology operations . |
| Rayonier, Inc. | Associate General Counsel, Corporate Secretary & Chief Compliance Officer | Feb 2013 – Mar 2015 | Public company governance and compliance oversight . |
External Roles
No public company board directorships disclosed in the proxy; Mr. Van Tuyl serves as Corporate Secretary at Immunovant (management role, not a director) .
Fixed Compensation
| Fiscal Year | Base Salary (annual) | Salary Paid (FY) | Target Bonus ($) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|---|
| FY2025 (ended Mar 31, 2025) | $481,000 | $140,292 | $62,860 (pro-rated target) | $62,860 (100% of target) | Commenced employment Dec 16, 2024; target % initially set at 45% of base . |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (FY2025) | Progression of endocrinology & rheumatology portfolio; neurology & dermatology portfolio; CMC milestones aligned to strategic goals; HR & budget scaling | Not disclosed | Pre-set goals; max 200% achievement | Company achievement certified at 100% | 100% of target ($62,860, pro-rated) | N/A (cash) |
Equity Awards (Grants and Vesting)
| Grant Date | Award Type | Shares | Exercise Price | Vesting Schedule | Expiration | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| Dec 16, 2024 | Stock Options | 137,446 | $27.63/sh | 25% on first anniversary; remainder in 12 equal quarterly installments, continued service required | Dec 16, 2034 | $2,699,742 |
| Dec 16, 2024 | RSUs | 109,956 | N/A | 25% on first anniversary; remainder in 12 equal quarterly installments, continued service required | N/A | $3,038,084 |
Equity Ownership & Alignment
| Category | Amount | Detail |
|---|---|---|
| Beneficial ownership (as of June 13, 2025) | — | No shares reported; less than 1% ownership noted for similar NEOs; Van Tuyl line shows “—” . |
| Unvested RSUs at Mar 31, 2025 | 109,956 | Market value $1,879,148 (based on $17.09 closing price) . |
| Unexercisable Options at Mar 31, 2025 | 137,446 | Strike $27.63 vs $17.09 market price on Mar 31, 2025, implying options were out-of-the-money at that date . |
| Option/RSU vesting activity FY2025 | None | No RSU vesting and no option exercises for Mr. Van Tuyl during FY2025 . |
- Policy notes:
- Hedging and speculative trading (short sales, leverage transactions) are prohibited for executive officers and directors .
- Clawback policy compliant with Exchange Act Rule 10D-1 and Nasdaq listing standards .
- No excise tax gross-ups; no special executive perquisites beyond broad-based programs; no pension/SERP beyond standard 401(k) .
Employment Terms
| Term | Details |
|---|---|
| Employment start | Commenced Dec 16, 2024; employment agreement executed Nov 2024 . |
| Employment nature | At-will; agreement sets initial base salary and target bonus eligibility; restrictive covenant and invention assignment executed . |
| Severance (termination without cause or resignation for good reason) | Cash severance: $481,000; COBRA health continuation: $17,506 . |
| Change-in-control (termination within 12 months post-CIC) | Double-trigger; cash severance: $481,000; target bonus payment: $192,400; RSU accelerated vesting value: $1,879,148; COBRA continuation: $23,341; total: $2,575,889 . |
Notes: The proxy sets Mr. Van Tuyl’s annual bonus target at 45% of base for FY2025 , while the CIC table uses a target bonus dollar amount of $192,400 (≈40% of base); we present both figures as disclosed .
Compensation Structure Analysis
- Mix: FY2025 total compensation was predominantly equity-based due to new-hire grants (RSUs $3.04M; options $2.70M) versus partial-year cash salary/bonus, indicating strong retention orientation and alignment with future company performance .
- Pay-for-performance: Annual cash bonus linked to operational milestones and certified at 100%, reflecting objective-driven payout rather than discretionary-only outcomes .
- Governance safeguards: Double-trigger CIC, clawback compliance, no hedging, and absence of excise tax gross-ups reduce shareholder risk of misaligned payouts .
Compensation Committee Analysis
- Committee composition: Fromkin (Chair), Hughes, Susman, Torti. Mandate includes setting CEO goals, recommending other executive compensation, administering equity plans, and overseeing compensation risk .
- Process: Annual review of salary, bonus targets, and long-term incentives with input from an independent compensation consultant; factors include performance, scope, internal equity, market data; no strict formulaic benchmarking .
- Say-on-pay: 2024 approval exceeded 97%, signaling broad shareholder support for program design .
Investment Implications
- Near-term selling pressure appears limited: no FY2025 vesting or exercises for Van Tuyl, and first vesting on new-hire awards occurs at the one-year anniversary of Dec 16, 2024 with quarterly vesting thereafter, suggesting a gradual supply cadence rather than a step-change .
- Retention alignment: Heavy time-based RSUs and out-of-the-money options at FY2025 year-end price ($17.09 vs $27.63 strike) create incentive to remain and drive value creation toward option moneyness; double-trigger CIC with RSU acceleration enhances retention through change scenarios .
- Governance and risk: Prohibitions on hedging, presence of clawback, and lack of tax gross-ups are positive alignment signals. Lack of disclosed stock ownership by Van Tuyl as of mid-2025 underscores reliance on unvested equity for alignment; monitor upcoming vest dates for potential Form 4 activity and emerging selling pressure .