Frank Torti
About Frank M. Torti
Executive Chairperson of IMVT; age 46. Background includes M.D. (University of North Carolina School of Medicine), M.B.A. (Harvard Business School), and B.A. (University of North Carolina). Chairperson since December 2019, appointed Executive Chairperson in August 2021; previously founding CEO and Chairman of Telavant (sold to Roche for ~$7.1B in December 2023) and Partner at NEA (2007–2018) . Not independent due to his role at Roivant Sciences, Inc. (RSI); IMVT is a controlled company under Nasdaq rules with governance exemptions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Immunovant, Inc. | Chairperson; Executive Chairperson | Chair since Dec 2019; Executive Chair since Aug 2021 | Sets Board agendas, liaison with CEO, oversees strategy and clinical development per governance guidelines . |
| Telavant Inc. | Founding CEO and Chairman | Nov 2022 – Dec 2023 | Led company through sale to Roche for ~$7.1B . |
| New Enterprise Associates (NEA) | Partner, healthcare investments | Aug 2007 – Aug 2018 | Led investments; clinical trials and economic evaluations background . |
| Duke University Center for Clinical & Genetic Economics | Clinical trials/economics roles | 2002 – 2005 | Clinical trials research and economic evaluations . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roivant Sciences, Inc. (RSI) | Vant Chair | Jan 2020 – present | CEO/Chair/member across Roivant family companies; operates and manages subsidiaries . |
| Arbutus Biopharma | Chairman of the Board | Nov 2018 – Feb 2025 | Board leadership until 2025 . |
| Urovant Sciences Ltd. | Director | Aug 2018 – Dec 2019 | Board service . |
| Myovant Sciences Ltd. | Director | Nov 2018 – Dec 2019 | Board service . |
| Several private biopharma companies | Chairman | Ongoing | Chairs boards of multiple private companies (not individually named) . |
Board Governance
- Board/committee attendance: Board met 14 times in FY ended Mar 31, 2025; Audit 5; Compensation 6; Nominating 2; each director attended ≥75% of applicable meetings .
- Committee memberships (as of June 30, 2025): Member, Compensation Committee (chair: Andrew Fromkin); not on Audit; not on Nominating .
- Independence: Not independent (position with RSI); IMVT is a “controlled company” and relies on Nasdaq exemptions from majority-independent board and fully independent Compensation/Nominating committees; Audit Committee remains fully independent per Rule 10A‑3 .
- Executive Chair responsibilities include setting Board agendas, liaison with CEO, strategic planning oversight, coordination with committee chairs .
- Policy signals: Directors/officers prohibited from hedging or speculative trading in IMVT stock .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Board chair base retainer (cash) | $85,000 policy; $92,500 paid to Torti | Annual cash retainers set by policy; Torti’s FY2025 fees earned $92,500 (includes committee retainers) . |
| Committee chair/member fees (policy) | Audit chair $20,000; Comp chair $17,500; Nominating chair $10,000; Audit member $10,000; Comp member $7,500; Nominating member $5,000 | FY2025 and FY2026 fee schedules unchanged . |
Performance Compensation
| Grant/Type | Grant Date | Shares/Units | Strike Price | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|---|---|
| Annual equity retainer (Exec Chair target) | FY2025 (Apr 2, 2024) | Mix: 75% RSUs; 25% options (values) | N/A | Target $5,562,000 | RSUs/options vest over two years in eight equal quarterly installments . |
| FY2025 Director awards (recognized) | Apr 2, 2024 | RSU value $3,705,912; option value $1,134,978 | Per option terms | Total $4,933,390 incl. cash fees | Aggregate grant-date fair values per ASC 718; Torti fees $92,500 . |
| Annual equity retainer (Exec Chair target) | FY2026 (Apr 1, 2025) | Mix: RSUs + options | N/A | Target $5,234,000 | Consistent vesting terms; granted Apr 1, 2025 . |
| Form 4 awards (RSUs) | Apr 1, 2025 (filed Apr 3, 2025) | 199,365 common stock (RSU/award) | — | Price $0 (award) | SEC filing: https://www.sec.gov/Archives/edgar/data/1764013/000176401325000039/0001764013-25-000039-index.htm |
| Form 4 awards (Options) | Apr 1, 2025 (filed Apr 3, 2025) | 93,599 stock options | $15.20 | — | SEC filing: https://www.sec.gov/Archives/edgar/data/1764013/000176401325000039/0001764013-25-000039-index.htm |
- Change-of-control terms for directors: Unvested shares may fully vest immediately prior to change in control, subject to continuous service .
- Clawback policy (company-wide): Complies with Exchange Act Rule 10D‑1 and Nasdaq listing standards for recovery of erroneously awarded incentive compensation .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| RSI/RSL ecosystem | Vant Chair (RSI) | IMVT is a controlled company of RSL; Torti is not independent; directors elected by RSL include Torti; alignment and oversight via affiliate agreements . |
| Arbutus Biopharma | Chairman (ended Feb 2025) | External chair role concluded in 2025 . |
| Urovant Sciences; Myovant Sciences | Director (2018–2019) | Prior Roivant affiliates; historical ties . |
| Director nominations influence | Identified Susman and Bauer | Torti identified potential director nominees who were appointed in April 2025 and later nominated for election . |
Expertise & Qualifications
- Healthcare investing operator; clinical trial and economic evaluation experience; Vant portfolio leadership; founding CEO/Chair of Telavant; education includes M.D. and M.B.A. .
- Executive Chair remit spans strategic planning, clinical development oversight, coordination with CEO and committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common | Breakdown/Notes |
|---|---|---|---|
| Frank M. Torti | 1,710,833 | <1% | 1,095,389 options exercisable within 60 days; 555,474 RSUs vested with deferred settlement under Section 409A; 39,970 RSUs vesting within 60 days; 20,000 common shares . |
| Director award holdings (as of Mar 31, 2025) | RSUs 615,674; Options 1,102,503 | — | Aggregate director holdings as disclosed; Torti’s individual counts shown . |
- Hedging and speculative trading prohibited for directors/officers .
- No pledging disclosed; no loans from the company disclosed; related-person policy in place .
Insider Trades (Form 4 reference)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|---|---|
| 2025-04-03 | 2025-04-01 | A (Award) | Common Stock | 199,365 | $0.00 | 835,039 | https://www.sec.gov/Archives/edgar/data/1764013/000176401325000039/0001764013-25-000039-index.htm |
| 2025-04-03 | 2025-04-01 | A (Award) | Stock Option | 93,599 | $15.20 | 93,599 | https://www.sec.gov/Archives/edgar/data/1764013/000176401325000039/0001764013-25-000039-index.htm |
Governance Assessment
- Strengths
- Independent Audit Committee with financially sophisticated members; Audit Committee reviews and ratifies related-party transactions and oversees risk including cybersecurity .
- Clear Executive Chair responsibilities and active involvement of independent directors; prohibition on hedging enhances alignment .
- High engagement: ≥75% attendance at Board/committee meetings; Board encourages annual meeting attendance .
- Compensation Committee uses independent consultant (Compensia) and reported no conflicts; comprehensive pay philosophy; strong say-on-pay support in 2024 (>97%) .
- Risks and Potential Conflicts
- Controlled company status and RSL-appointed directors reduce independence; Torti is not independent due to RSI role .
- Affiliate service agreements with RSI and RSG (mark-ups; indemnities) and significant RSL share purchase (~16.8M shares at $20 in Jan 2025) indicate ongoing related-party exposure; oversight relies on Audit Committee processes .
- Executive Chair equity targets are large relative to non-employee directors ($5.562M FY2025; $5.234M FY2026); while intended to reflect added responsibilities, concentration of pay in a non-independent chair may draw scrutiny on alignment and influence .
- Board composition influence: Torti identified nominees later slated for election, signaling strong Roivant influence on board refresh .
Overall, investor confidence will hinge on the Audit Committee’s continued rigorous policing of related-party transactions and transparent disclosure of RSL interactions, balanced by strong business execution under the Executive Chair structure .