Eric Venker
About Eric Venker
Eric Venker, M.D., Pharm.D., is Chief Executive Officer of Immunovant (start date April 21, 2025) and a director since February 2020; he is also President and Chief Operating Officer of Roivant Sciences, Inc. (RSI) since January 2021, and previously served as RSI COO, Chief of Staff, and Analyst . He is 38 years old and holds a Pharm.D. (St. Louis College of Pharmacy) and an M.D. (Yale School of Medicine); prior roles include physician at NewYork-Presbyterian/Columbia (Chair, Housestaff Quality Council) and Clinical Pharmacist at Yale–New Haven Hospital . Immunovant is a clinical-stage company that ties executive pay to strategic and operational milestones versus financial metrics; in Q1 FY2026, Immunovant reported a net loss of $120.6M with R&D of $101.2M, underscoring the investment phase under his leadership .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Roivant Sciences, Inc. | President & COO (since Jan 2021); previously COO (Nov 2018–Jan 2021); Chief of Staff to CEO (2017–2018); Analyst (2014–2015) | 2014–present | Portfolio and operating leadership; tighter alignment and oversight across Roivant “Vants”; direct strategic tie-in to Immunovant’s execution |
| NewYork-Presbyterian/Columbia | Physician (Internal Medicine); Chair, Housestaff Quality Council | 2015–2017 | Led operational initiatives across a $5B-revenue hospital system focused on efficiency and quality |
| Yale–New Haven Hospital | Clinical Pharmacist | 2011–2015 | Clinical operations and pharmacotherapy in a large academic hospital environment |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Various private biopharma/health tech companies | Director | n/a | Serves on boards of several private companies (not individually named) |
| Sio Gene Therapies, Arbutus Biopharma | Former Director | n/a | Prior public company board service |
| Immunovant, Inc. | Director | Since Feb 2020 | Elected as one of four Series A Preferred Stock directors designated by Roivant Sciences Ltd. (RSL) |
Board Governance (service history, committees, independence)
- Service history: Director since February 2020; appointed CEO and principal executive officer on April 21, 2025, continuing his board role .
- Committee roles: He previously sat on Nominating & Corporate Governance; Jacob Bauer replaced him in April 2025. As of June 30, 2025, Venker is not listed on standing committees (Audit, Compensation, Nominating) .
- Independence and dual-role implications: The Board determined Dr. Venker is not independent (CEO and RSI executive). Immunovant is a “controlled company” under Nasdaq because RSL holds a majority of voting power and elects four directors (including Venker); the company avails itself of controlled-company exemptions for Compensation and Nominating committees. Audit remains fully independent per SEC/Nasdaq rules .
- Board leadership/structure: Executive Chairperson is Frank M. Torti, M.D. (not independent), who acts as principal liaison with the CEO and oversees strategic planning; no Lead Independent Director is disclosed .
- Attendance: In FY2025, the Board met 14 times; each director attended at least 75% of Board/committee meetings .
Fixed Compensation
| Element | Detail | Source |
|---|---|---|
| Base Salary | $672,000 per year | |
| Target Annual Bonus | 72.25% of base salary; discretionary; based on individual and company performance, subject to Compensation Committee/Board assessment | |
| Pay Structure Notes | At-will employment; salary subject to periodic review by Board |
Performance Compensation
Equity Awards (granted July 28, 2025)
| Award Type | Quantity/Value | Exercise/Terms | Vesting | Special Conditions | Source |
|---|---|---|---|---|---|
| Unit Option Award | 1,300,000 options | Exercise price = FMV on grant date | 25% on April 21, 2026; remainder in 12 equal quarterly installments thereafter | 2-year post-vest holding requirement on shares underlying Unit Option tranches; immediate full acceleration on Change in Control | |
| Dollar Option Award | $2,250,000 grant-date value; 189,900 options (per 8-K) | Exercise price = FMV on grant date | 25% on April 21, 2026; remainder in 12 equal quarterly installments thereafter | Immediate full acceleration on Change in Control | |
| Capped Value Appreciation Rights (CVARs) | 1,475,000 CVARs | Equity-settled in shares at settlement | Vesting requires satisfaction of (i) service schedule, (ii) performance requirement, and (iii) knock-in stock price requirement (tranche re-testing permitted) | Knock-in requirement deemed satisfied upon Change in Control; paid in shares, subject to cap/hurdle mechanics |
Annual Incentive Plan Design
- Bonus is discretionary and assessed on individual and company performance; no formulaic financial metrics are disclosed for the CEO’s plan. Company-wide philosophy emphasizes pay-for-performance and strategic/operational goals in clinical-stage context .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial Ownership (as of June 13, 2025) | 0 shares reported for Eric Venker; not a >5% holder | |
| Ownership as % of outstanding | 0% (based on 171,050,530 common shares outstanding on June 13, 2025) | |
| Vested vs. Unvested | All July 28, 2025 equity awards unvested until first vest on April 21, 2026; Unit Option Award tranches additionally locked by 2-year post-vest holding | |
| Hedging/Pledging | Hedging and speculative trading prohibited; executive is subject to insider trading policy and to any share ownership/pledging restrictions the company may adopt | |
| Ownership Guidelines | Not disclosed; employment agreement contemplates compliance with any share ownership policy the company may adopt |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Start Date | April 21, 2025 | |
| Employment Status | At-will | |
| Co-employment | Continues at RSI as “President and Immunovant CEO”; co-employment acknowledged | |
| Non-compete/Outside Roles (during employment) | Exclusive employment; board service restricted absent Board consent (permitted for RSI/affiliates and certain non-profit activities) | |
| Severance (termination without Cause or resignation for Good Reason) | 12 months base salary + 12 months target bonus paid in installments; up to 12 months COBRA reimbursement; subject to release and covenants; if continuing employment at RSI, IMVT severance not payable | |
| Change-in-Control Equity Treatment | Option Awards accelerate and vest in full and become exercisable upon a Change in Control (single-trigger). For CVARs, the “knock-in” requirement is deemed satisfied upon a Change in Control (subject to other vesting requirements) | |
| 280G/4999 | Best-net cutback applies to avoid or minimize excise taxes | |
| Arbitration/Clawback | Mandatory JAMS arbitration; company maintains a Dodd-Frank Rule 10D-1-compliant clawback policy | |
| Insider Trading/Hedging Policy | Insider trading policy on file; hedging/speculative transactions prohibited |
Performance & Track Record
- Strategic actions under new leadership and Roivant alignment: On April 21, 2025, Immunovant announced the appointment of Venker as CEO alongside expanded development of IMVT-1402 into two new indications (Sjögren’s Disease and Cutaneous Lupus Erythematosus); IND cleared for a potentially registrational SjD program; CLE proof-of-concept initiated; cash runway to Graves’ Disease readout expected in 2027 .
- Clinical-stage focus: Compensation philosophy and KPIs emphasize portfolio progression, CMC, HR/budget scaling over financial metrics given lack of revenue at this stage .
Compensation Committee Analysis (governance process)
- Committee composition (as of June 30, 2025): Fromkin (Chair), Hughes, Susman, and Torti .
- Independent consultant: Compensia advises the Committee; peer benchmarking includes Apellis, Arcellx, Arrowhead, Biohaven, Blueprint, BridgeBio, CRISPR, Cytokinetics, Madrigal, Nuvalent, Revolution Medicines, Vaxcyte, Xenon .
- Say-on-pay signal: 2024 approval exceeded 97%, indicating strong support for pay program design .
Compensation Structure Risk Indicators
- Alignment positives: Heavy equity weighting; multi-year vesting; two-year post-vest holding on Unit Option Award limits near-term selling pressure; clawback and hedging prohibitions in place .
- Governance and incentive risks to monitor: Single-trigger option acceleration on change-in-control can magnify payout sensitivity to M&A timing; controlled-company status reduces committee independence requirements; CEO’s concurrent executive role at controlling shareholder RSI raises independence/related-party oversight considerations .
Director Compensation (as applicable to Venker)
- As an employee director (CEO), Venker’s compensation is covered under executive pay disclosures rather than director retainer programs; no separate director fee disclosures for him were noted in the proxy .
Related Party and Conflicts Considerations
- Control structure: RSL (Roivant Sciences Ltd.) owned ~56.5% of common stock as of June 13, 2025 and holds all Series A preferred (elects four directors, including Venker) .
- Dual role: Venker’s ongoing RSI executive role plus Board designation via RSL underscore the need for robust recusals and Committee oversight on intercompany matters .
Say-on-Pay & Shareholder Feedback
- Say-on-pay (2024): >97% approval; board continues annual say-on-pay cadence .
Investment Implications
- Pay-for-performance design is equity-heavy with explicit long holding periods on a large Unit Option Award, signaling retention and alignment; however, single-trigger change-in-control acceleration for options is shareholder-unfriendly relative to strict double-trigger norms and could be a payout overhang in M&A scenarios .
- Governance risk stems from controlled-company exemptions and the CEO’s dual role at RSI; conversely, Roivant alignment may accelerate execution, as reflected by pipeline expansion announcements and stated cash runway to 2027 readouts .
- Near-term insider selling pressure appears contained: first vest April 2026 and a 2-year post-vest hold on Unit Option shares, while CVARs require stock-price and performance conditions; monitor future Form 4s and any Board-consented exceptions to the holding period .
- Retention risk is mitigated by 12-month salary-and-target-bonus severance plus COBRA; co-employment with RSI means severance is not payable if he continues at RSI after IMVT termination—investors should watch for organizational changes across Roivant affiliates that could affect incentives .