Jay Stout
About Jay Stout
Jay S. Stout, Ph.D., age 62, is Chief Technology Officer (CTO) of Immunovant, Inc. (IMVT) since April 2023; he holds B.S. and M.S. in Chemistry from the University of Iowa and a Ph.D. in Chemistry and Biochemistry from the University of Nebraska–Lincoln . He has led technical operations and CMC execution across major biopharma programs, including scale-up to approval of an antibody-drug conjugate at Immunomedics; he previously held senior Technical Operations roles at Versartis (Aravive), SanBio, Merck, Amgen, Pfizer, and BioNebraska and served as an independent consultant focused on late-stage scale-up and validation . Company performance during his tenure includes advancing IMVT-1402 and reporting positive batoclimab results in MG and CIDP; IMVT’s FY pay-versus-performance TSR values were $34 (FY22), $97 (FY23), $201 (FY24), and $107 (FY25) per $100 initial investment, reflecting clinical-stage volatility typical of biotech .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Immunomedics (acquired by Gilead) | Led Technical Operations | 2018–2021 | Led scale-up culminating in ADC approval, evidencing late-stage manufacturing leadership . |
| Independent consulting | Technical scale-up and validation (immunology, CGT) | 2020–Apr 2023 | Supported late-stage product scale-up/validation across modalities . |
| Versartis (Aravive); SanBio; Merck; Amgen; Pfizer; BioNebraska (Restoragen) | Senior Technical Operations roles | Various (not all dates disclosed) | End-to-end process development/CMC leadership across large-cap and emerging biopharma . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Amgen Center for BioProcessing Advisory Board (Keck Graduate Institute) | Advisory Board Member; Chair | Member >10 years; Chair 2021–2023 | Longstanding external leadership in bioprocessing innovation . |
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual Base Salary | $435,000 | As per CTO employment agreement (effective Apr 2023) . |
| Target Bonus % | 40% of base | Employment agreement target; annual discretionary plan . |
| FY2024 Base Salary Paid | $416,875 | Partial-year from Apr 19, 2023 start to Mar 31, 2024 . |
| FY2024 Actual Bonus Paid | $241,932 | Paid at 145% of target for FY2024 based on corporate goals . |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual corporate objectives (e.g., portfolio progression, CMC, HR/budget – illustrative of FY2025 plan) | Not disclosed | 40% of base (agreement) | FY2024 bonus paid at 145% of target based on corporate/cross-functional performance; specific metric weights not disclosed . | Paid annually; no multi-year PSUs disclosed for CTO in FY2024 . |
Note: FY2025 annual bonus framework included goals for endocrinology/rheumatology, neurology/dermatology portfolio progression, CMC execution, and scaling HR/budget; company certified achievement at 100% of target. Individual CTO bonus for FY2025 was not disclosed in the NEO set and thus is not available .
Equity Ownership & Alignment
| Ownership Item | Quantity / Terms | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (total) | 70,886 shares | Jun 14, 2024 | <1%; includes direct and derivative holdings . |
| Direct common shares | 17,761 | Jun 14, 2024 | Per footnote breakdown . |
| Options – exercisable | 46,875 | Jun 14, 2024 | Within 60 days of record date . |
| RSUs – vesting within 60 days | 6,250 | Jun 14, 2024 | Per footnote . |
| 4/17/2023 Option grant | 150,000 unexercisable; strike $15.47; expires 4/17/2033 | Mar 31, 2024 | 25% vests at 1-year; remainder in 12 equal quarterly installments thereafter . |
| 4/17/2023 RSU grant | 100,000 unvested; market value $3,231,000 | Mar 31, 2024 | 25% vests at 1-year; remainder in 12 equal quarterly installments thereafter; market value at $32.31 close . |
| Hedging/pledging status | Prohibited | Policy | Hedging, short sales, options, margin, and pledging are prohibited; preclearance and blackout windows apply . |
Stock ownership guidelines for executives were not disclosed; hedging, speculative trading, and pledging are prohibited under IMVT’s insider trading policy .
Employment Terms
| Term | Provision | Notes |
|---|---|---|
| Employment start date | April 19, 2023 | CTO appointment . |
| Contract type | At-will | Standard executive agreement . |
| Annual base & target bonus | $435,000 base; 40% bonus target | Agreement terms . |
| Severance (no cause / good reason) | 9 months base salary + COBRA (grossed up) up to 9 months | Paid in installments; standard release required . |
| Change-in-control (double trigger) | 12 months base + target bonus (40% of base) + COBRA up to 12 months + full acceleration of time-based equity | Requires termination without cause or resignation for good reason within 12 months post-CIC . |
| Equity vesting terms | 25% at 1-year; remaining quarterly installments | Applies to 2023 grants . |
| Clawback | SEC/Nasdaq-compliant policy under Rule 10D-1 | Recovery of erroneously awarded incentive comp; SOX 304 applies to CEO/CFO . |
| Non-compete / NDIA | Standard non-disclosure, invention assignment, restrictive covenants | Executed per executive agreement; specific scope not disclosed . |
| Tax gross-ups | No excise tax “gross-ups” | Company policy; agreements avoid shareholder-unfriendly gross-ups . |
Performance & Track Record
- Program execution: IMVT reported MG Phase 3 topline for batoclimab (primary endpoint met; 5.6-point MG-ADL improvement at 680 mg; 74% IgG reduction; strong durability), and initial CIDP Phase 2b Period 1 improvements in aINCAT (mean 1.8-point improvement; higher responder rate with ≥70% IgG reduction), supporting the FcRn strategy that Stout’s CMC function enables .
- IMVT-1402: Phase 1 showed deep IgG reductions with no/minimal LDL/albumin changes; programs initiated across GD, D2T RA, MG, CIDP, CLE; all using intended commercial autoinjector formulation/device .
- TSR context: Pay-versus-performance table indicates the value of an initial fixed $100 investment in IMVT rose to $201 in FY2024 before normalizing to $107 in FY2025; biotech TSR variability reflects pipeline milestones and capital cycles .
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Value of Initial Fixed $100 Investment (IMVT TSR) | $34 | $97 | $201 | $107 |
Compensation Committee & Governance Signals
- Benchmarking: Compensia serves as independent consultant; peer group includes Apellis, Arcellx, Arrowhead, Biohaven, Blueprint, BridgeBio, CRISPR, Cytokinetics, Madrigal, Nuvalent, Revolution, Vaxcyte, Xenon; no target percentile specified—market references at 25th/50th/75th used .
- Controlled company: Roivant Sciences Ltd. controls voting power and elects Series A preferred directors; independent directors maintain audit/committee compliance; hedging and speculative trading prohibited .
- Say-on-Pay: FY2024 approval exceeded 97%, indicating strong shareholder support for pay program .
Investment Implications
- Alignment: High equity mix (100,000 RSUs; 150,000 options at $15.47 strike) with multi-year vesting aligns CTO incentives to long-term value creation and CMC execution, with clawbacks and prohibited hedging/pledging enhancing alignment .
- Retention risk: Double-trigger CIC protection and meaningful unvested equity reduce near-term departure risk; severance economics are moderate (9 months base for non-CIC; base+target bonus for CIC), balancing retention with governance .
- Trading pressure: Scheduled quarterly RSU/option vesting could lead to periodic Form 4 activity; however, preclearance, blackout periods, and no-hedging/pledging policies temper opportunistic sales. No Form 4 data on actual sales was retrieved in company documents; any assessment of selling pressure should be corroborated with insider filings .
- Execution focus: Bonus frameworks explicitly include CMC progression and scaling, directly tied to CTO’s remit—continued delivery on manufacturing readiness and device/formulation execution for IMVT-1402 remains a core lever for value .
All claims above are sourced from IMVT’s DEF 14A (2024, 2025), 10-K (FY2025), and related filings: .