Jacob Bauer

About Jacob Bauer

Jacob Bauer, age 46, is an independent director of Immunovant (IMVT), appointed on April 18, 2025, and nominated for election at the August 27, 2025 Annual Meeting . He is a Venture Partner at ARCH Venture Partners and SR One Capital Management (since September 2021), and previously served as Chief Business Officer at MyoKardia prior to its acquisition by Bristol Myers Squibb (BMS) in November 2020; he also held finance and corporate development leadership roles at MyoKardia (2014–2016) . Bauer holds a B.Sc. in Biology and a B.A. in Economics from Duke University and an M.B.A. from Harvard Business School . The Board has determined he is an independent director under Nasdaq and SEC rules; IMVT is a “controlled company” and avails itself of certain Nasdaq governance exemptions .

Past Roles

External Roles

Board Governance

• Structure and control: IMVT is a “controlled company” under Nasdaq rules (Roivant Sciences Ltd. (RSL) controls voting power), using exemptions from majority independent board and fully independent Compensation/NCG committees; Audit Committee meets full independence standards .
• Independence: The Board deems Bauer independent; other independent directors include Hughes, Susman, and Dr. Pande .
• Committees and roles (as of June 30, 2025): Bauer chairs the Audit Committee and serves on the Nominating & Corporate Governance (NCG) Committee; he replaced Migausky as Audit Chair and replaced Venker on NCG in April 2025 .
• Audit Committee expertise: The Board determined Bauer (and Hughes, Susman) qualify as “audit committee financial experts” under Reg S-K 407(d)(5) .
• Meetings and attendance: FY2025 meetings—Board: 14; Audit: 5; Compensation: 6; NCG: 2. Each director attended at least 75% of the meetings of the Board and committees on which they served, during their service period .
• Engagement signal: Bauer signed the Audit Committee report recommending inclusion of the audited financial statements in the FY2025 10-K .

Fixed Compensation

• Non-employee director cash retainers (FY2025, unchanged for FY2026):
  • Board Chair: $85,000; Other Directors: $50,000 (paid quarterly, prorated) .
  • Committee Chair fees: Audit $20,000; Compensation $17,500; NCG $10,000 .
  • Committee member fees: Audit $10,000; Compensation $7,500; NCG $5,000 .
• Meeting fees: Not disclosed; standard reimbursements for reasonable expenses apply .

Performance Compensation

• Annual Equity Retainer: For FY2025, non-employee directors received equity targeted at $520,000 (25% options, 75% RSUs; one-year vesting). For FY2026, non-employee director equity target is $425,000 on April 1, 2025 grant date (25% options, 75% RSUs) .
• Initial Equity Retainer: New directors receive an $850,000 grant (50% options, 50% RSUs) vesting annually over three years; the Board may tailor terms; this policy applied to new directors (no new directors joined in FY2025) .
• Change-in-control: Unvested director awards may fully vest immediately prior to a change in control, subject to continuous service .

Note: The proxy discloses policy terms and grant timing; it does not enumerate Bauer’s specific equity grants or values for FY2026 in the director compensation table (his appointment was April 2025) .

Other Directorships & Interlocks

• Compensation Committee interlocks: For FY2025, members were Fromkin, Torti, Hughes; Susman joined April 2025. No interlocks involving Bauer are disclosed .

Expertise & Qualifications

• Strategic planning, M&A, corporate financing, financial reporting, and business development expertise (Board’s stated rationale for his nomination) .
• Audit Committee financial expert designation (SEC Reg S-K 407(d)(5)) .
• Education: B.Sc. Biology and B.A. Economics (Duke); MBA (Harvard Business School) .

Equity Ownership

• Hedging: Directors are prohibited from hedging and speculative transactions in company stock .
• Pledging: No explicit pledging policy is disclosed in the proxy; none involving Bauer is disclosed –.
• Ownership guidelines: Not disclosed for directors in this proxy.

Related-Party Exposure and Conflicts

• No related-party transactions involving Jacob Bauer are disclosed in the “Certain Relationships and Related Party Transactions” section –.
• Company-level related-party context: IMVT maintains services agreements with Roivant affiliates (RSI and RSG) and an information sharing agreement with RSL; fees under services agreements totaled ~$0.8 million in FY2025; RSL purchased 16,845,010 shares in a January 2025 private placement (total $450M raised) .
• Audit oversight: The Audit Committee (chaired by Bauer) oversees related-party transactions and compliance with the related person transaction policy .

Say-on-Pay & Shareholder Feedback (Context)

• 2024 say-on-pay support exceeded 97%, which the Board interpreted as strong support for compensation practices .
• IMVT maintains a Rule 10D-1-compliant clawback policy and prohibits hedging/short sales by directors and officers .

Governance Assessment

• Positives

  • Independent director; Audit Committee Chair and designated “financial expert,” enhancing oversight of financial reporting, cybersecurity, and related-party transaction review .
  • Committee engagement evidenced by signing the Audit Committee report recommending FY2025 financial statements inclusion in the 10-K .
  • No disclosed related-party transactions involving Bauer; Board-level policies exist for related-person transaction review –.
  • Director compensation structure balances cash with equity and includes time-based vesting, aligning with long-term service and company performance trajectory (albeit not performance-condition-based) .

• Concerns/Red Flags to Monitor

  • Controlled company status: Compensation and Nominating/Governance Committees are not required to be fully independent, which can constrain independent oversight; however, Audit Committee meets full independence standards and is chaired by Bauer .
  • Ownership alignment: As of June 13, 2025, Bauer reported no beneficial ownership; initial/annual equity grants should be monitored to build alignment over time .
  • Company-level related-party arrangements with controlling shareholder (RSL) persist; continued robust Audit Committee oversight remains critical .

• Attendance/Engagement Signal

  • Board and committees were active in FY2025 (14/5/6/2 meetings); each director met ≥75% attendance threshold for periods served .

Overall: Bauer’s audit leadership and independent status strengthen board effectiveness in a controlled-company context; building personal equity ownership and vigilant oversight of related-party dynamics are the key investor focus points –.