Douglas Hughes
About Douglas Hughes
Douglas Hughes, age 63, is an independent director of Immunovant (IMVT) who has served on the Board since the December 2019 business combination (also served on ISL’s board since October 2019). He is currently CFO of Calyxo Inc. (since 2018) and previously held CFO roles at NeoTract (2011–2018), Evalve (2009–2010), and CFO/COO at Nellix, with earlier senior finance roles at Boston Scientific, Guidant, and Clorox. He holds a B.S. in Finance (San Francisco State University) and an MBA (University of Chicago). He serves on IMVT’s Audit and Compensation Committees and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Calyxo Inc. | Chief Financial Officer | 2018–present | CFO of early-stage med device company |
| NeoTract, Inc. | Chief Financial Officer | 2011–2018 | Finance leadership at urology company |
| Nellix, Inc. | Chief Financial Officer & Chief Operating Officer | Not specified | Endovascular graft biotech ops/finance leadership |
| Evalve Inc. | Chief Financial Officer | 2009–2010 | CFO at med device company |
| Boston Scientific; Guidant; Clorox | Senior finance roles | Prior to 2009 | Various senior finance management positions |
External Roles
| Organization | Role | Tenure | Type/Notes |
|---|---|---|---|
| Calyxo Inc. | Director | Current | Privately held med device company |
| Eargo Inc. (EAR) | Director | Sep 2020 – Dec 2022 | Public med device; prior public board service |
Board Governance
- Independence: The Board determined Mr. Hughes is independent under SEC/Nasdaq rules. IMVT is a “controlled company” (Roivant Sciences Ltd. holds majority voting power) and relies on certain Nasdaq exemptions (does not require majority independent board or fully independent Compensation/Nominating committees). Audit Committee remains fully independent per Rule 10A-3.
- Committee assignments (as of June 30, 2025): Audit Committee (member; chair: Jacob Bauer), Compensation Committee (member; chair: Andrew Fromkin); Nominating & Corporate Governance (not a member). Hughes is designated an “audit committee financial expert.”
- Attendance and engagement: In FY2025, the Board met 14 times; Audit 5, Compensation 6, Nominating 2; each director attended ≥75% of Board and committee meetings. In FY2024, Board met 11 times; Audit 7, Compensation 9, Nominating 4; each director attended ≥75%.
- Election/tenure: Elected by common + Series A holders; on the Board since the December 2019 business combination.
- Annual meeting participation: All then-current directors attended the 2024 annual meeting.
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash fees | $66,300 | $67,500 |
| Stock awards (RSUs; grant-date fair value) | $184,088 | $346,429 |
| Option awards (grant-date fair value) | $185,909 | $106,107 |
| Total | $436,297 | $520,036 |
Director cash retainers (unchanged for FY2026): $50,000 base; committee chair/member retainers: Audit $20,000/$10,000; Compensation $17,500/$7,500; Nominating $10,000/$5,000. Board Chair retainer: $85,000. Paid quarterly, pro-rated.
Performance Compensation
| Fiscal Year | Director Equity Target | Mix | Vesting | Grant Date |
|---|---|---|---|---|
| FY2025 | $520,000 | 25% options / 75% RSUs | One-year; fully vested 4/2/2025 (for FY2025 awards) | 4/2/2024 |
| FY2026 | $425,000 | 25% options / 75% RSUs | One-year (Non-Employee Directors) | 4/1/2025 |
- Change-in-control terms: Unvested director equity may fully vest immediately prior to a change in control, subject to continuous service. Options carry 10-year terms; exercise price equals Nasdaq closing price on grant date; directors may elect to defer RSU settlement.
- Note: Non-employee director equity is time-based; no performance metrics are applied to director equity.
Other Directorships & Interlocks
- Compensation Committee interlocks: For FY2025, members were Fromkin (chair), Hughes, Susman, and Torti; none were officers or employees of IMVT; no executive officer of IMVT served on another company’s board/compensation committee with reciprocal relationships.
- Audit Committee report (FY2024) reflects Hughes’ participation in oversight of financial reporting and auditor independence as part of the committee (then chaired by Migausky).
Expertise & Qualifications
- Financial leadership: Multiple CFO roles across med-tech and biotech; strategic planning, M&A, corporate finance.
- Audit expertise: Board-designated “audit committee financial expert.”
- Education: B.S. Finance (San Francisco State University); MBA (University of Chicago).
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (June 13, 2025) | 381,176 shares; <1% of total |
| Components (footnote detail) | 261,591 options exercisable within 60 days; 91,263 RSUs vested with deferred settlement; 28,322 common shares |
| Anti-hedging | Directors and officers prohibited from hedging/speculative trading (e.g., short sales, puts/calls). |
Holdings detail
- Director equity held as of Mar 31, 2025: 91,263 RSUs; 261,591 options.
- Prior year (as of Mar 31, 2024): 95,508 RSUs; 256,901 options.
Recent insider transactions
| Date | Type | Shares | Price | Value |
|---|---|---|---|---|
| Dec 2, 2024 | Open market sale | 5,425 | $28.54 | $154,830 |
Governance Assessment
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Positives:
- Independent director with deep finance/M&A experience; designated audit committee financial expert; serves on Audit and Compensation Committees.
- Strong engagement: consistent ≥75% attendance; Board and key committees met frequently in FY2025 and FY2024.
- Ownership alignment: meaningful equity holdings (options + RSUs + shares); anti-hedging policy reduces misalignment risk.
- Director pay structure skews to equity; FY2026 non-employee director equity target reduced to $425k from $520k (signal of moderation).
- No compensation committee interlocks or officer cross-appointments disclosed.
-
Watch items / potential risks:
- Controlled company status under Nasdaq rules (Roivant control) allows non-majority independent board and non-fully independent Compensation/Nominating committees, potentially concentrating influence; Audit Committee remains independent.
- Executive Chair receives substantially larger equity (policy-level disclosure), though this primarily impacts executive chair oversight rather than independent directors.
- No specific director stock ownership guideline disclosure found; investors may scrutinize time-based (vs performance-based) equity for directors.
-
Shareholder sentiment context:
- Prior say-on-pay support exceeded 97% at the 2024 annual meeting, indicating broad approval of compensation practices (executive-focused but relevant for overall governance posture).