Melanie Gloria
About Melanie Gloria
Melanie Gloria, B.S.N., is Chief Operating Officer of Immunovant (IMVT), age 47, and has served in this role since November 2024, bringing deep clinical operations and development leadership from prior roles at ACELYRIN, Horizon, AbbVie, and Abbott . Immunovant is a clinical-stage company with no product revenue; company performance context during her initial tenure includes FY2025 net loss of $413.8 million and a total shareholder return (TSR) index value of 107 (vs. $100 base at 3/31/2021) as of 3/31/2025 . As a newly hired COO (Nov 2024), her compensation and incentives are heavily equity-based with standard biotech milestone-driven annual bonus metrics .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ACELYRIN, Inc. | Chief Operating Officer | Nov 2021 – Oct 2024 | Led company operations as COO . |
| Horizon Therapeutics plc | SVP Development Operations – ClinOps, Compliance & Standards, Regulatory, Safety & PV | Jun 2018 – Nov 2021 | Oversaw clinical operations, compliance/standards, regulatory, safety/pharmacovigilance . |
| AbbVie Inc. | Senior Director, Clinical Program Development | Aug 2014 – Jul 2018 | Led clinical program development . |
| Abbott Laboratories | Associate Director, Clinical Program Development | Nov 2009 – Aug 2014 | Managed clinical program development . |
External Roles
No external directorships or committee roles disclosed for Ms. Gloria .
Fixed Compensation
| Component | FY2025 Detail |
|---|---|
| Base salary (annual rate) | $481,000 (set upon hire) . |
| Target bonus % | 45% of base salary . |
| FY2025 bonus paid | $79,465 (pro‑rated from Nov 18, 2024 start; company achievement certified at 100% of target) . |
Performance Compensation
Annual cash bonus metrics are corporate and execution-focused. For FY2025, goals covered: (1) progression of endocrinology and rheumatology portfolio; (2) progression of neurology and dermatology portfolio; (3) CMC progress aligned to strategy; (4) scaling HR and budget goals; payout certified at 100% of target (max opportunity was 200%) .
| Metric category | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Endocrinology & rheumatology portfolio | Not disclosed | Corporate plan | Achieved | 100% of target | Company-level objectives . |
| Neurology & dermatology portfolio | Not disclosed | Corporate plan | Achieved | 100% of target | Company-level objectives . |
| CMC aligned to strategy | Not disclosed | Corporate plan | Achieved | 100% of target | Company-level objectives . |
| HR and budget scaling | Not disclosed | Corporate plan | Achieved | 100% of target | Company-level objectives . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 6/13/2025) | Not listed with any beneficially owned shares; “—” in table (no exercisable options or RSUs vesting within 60 days at that date) . |
| Outstanding equity (3/31/2025) | RSUs: 109,956 unvested ($1,879,148 value at $17.09 close); Options: 137,446 unexercisable, strike $25.51, expire 11/18/2034 . |
| New‑hire equity grant | 11/18/2024: 109,956 RSUs and 137,446 options (exercise price $25.51) . |
| Vesting schedules | RSUs: 25% on 11/18/2025, then quarterly over 3 years; Options: 25% on 11/18/2025, then quarterly over 3 years (12 equal quarterly installments for balance) . |
| Insider transactions (Form 4) | 11/18/2024 new‑hire grant reported; no sales in that filing; earliest vest 11/18/2025 . |
| Hedging/pledging policy | Hedging and speculative trading prohibited (2025 proxy); pledging prohibited per 2024 policy . |
Equity Awards Detail (Grant-Level)
| Grant date | Instrument | # units | Strike | Fair value (grant-date) | Vesting |
|---|---|---|---|---|---|
| 11/18/2024 | RSUs | 109,956 | n/a | $2,804,978 | 25% on 11/18/2025; balance in 12 equal quarterly installments . |
| 11/18/2024 | Stock options | 137,446 | $25.51 | $2,500,844 | 25% on 11/18/2025; balance in 12 equal quarterly installments; 10-year term . |
Employment Terms
| Term | Detail |
|---|---|
| Start date | November 18, 2024 (COO) . |
| Severance (no cause / good reason) | 9 months’ base salary + up to 9 months COBRA, paid in installments; requires release . |
| Change-in-control (double-trigger within 12 months) | 1x base salary + target bonus (40% of salary) + up to 12 months COBRA + acceleration of time-based equity; requires release . |
| Estimated CoC benefits (as of 3/31/2025) | Cash severance $481,000; Target bonus $192,400; RSU acceleration $1,879,148; Options acceleration $0 (out-of-the-money at $17.09 vs $25.51 strike); COBRA $20,860; Total $2,573,408 . |
| Clawback | Compliant with Exchange Act Rule 10D‑1; applies to incentive comp based on financial reporting measures; recovery of excess compensation upon restatement . |
| Tax gross‑ups | None (no excise tax gross‑ups provided) . |
Compensation Structure Analysis
- Equity-heavy, retention-focused package: large new‑hire RSUs and options with time-based vesting; no PSUs disclosed, which reduces explicit performance leverage but enhances retention during pivotal development years .
- Annual bonus tied to R&D and operational milestones (not financial metrics), paid at 100% of target for FY2025; Ms. Gloria’s pro‑rated payout reflects on-plan execution during her partial year .
- Double-trigger CoC with full acceleration for time-based equity and cash+benefits at 1x salary+target bonus suggests meaningful change-in-control protection without single-trigger windfalls or tax gross‑ups .
- Governance backdrop: IMVT is a “controlled company” under Nasdaq (Roivant Sciences Ltd. controls voting power), relying on certain governance exemptions; Audit/Comp committees appropriately structured; 2024 say‑on‑pay approved by >97% of votes cast, indicating investor support for the program design .
Say‑on‑Pay & Committee Context
- Say‑on‑pay support: Over 97% approval at the 2024 annual meeting, indicating broad shareholder support for executive pay practices .
- Compensation Committee (as of June 30, 2025): Andrew Fromkin (Chair), Douglas Hughes, Robert Susman, and Frank Torti .
Performance & Track Record (Context)
- Company TSR and profitability context during her early tenure: TSR index value 107 at 3/31/2025; net loss $413.8 million in FY2025; IMVT notes it is a clinical-stage company without revenue, so pay design is tied to strategic and operational milestones rather than financial measures .
Investment Implications
- Retention and selling pressure: First significant vesting date is November 18, 2025; expect quarterly RSU vesting thereafter with likely tax‑withholding share sales around vest dates; options were out‑of‑the‑money at 3/31/2025 ($17.09 vs $25.51 strike), implying limited near‑term option exercise pressure unless the stock appreciates . The only Form 4 on file around hire shows the initial grant (no sales) .
- Alignment: Meaningful unvested equity and prohibited hedging/pledging policies support alignment with shareholders; however, lack of PSU performance gating may reduce explicit pay-for-performance tension at the individual level (counterbalanced by corporate bonus metrics) .
- Change‑in‑control economics: Double-trigger structure with 1x salary+target bonus and full acceleration of time‑based equity is standard for late‑stage biotech NEOs and could motivate management continuity through strategic outcomes; no excise tax gross‑ups is shareholder‑friendly .
- Governance risk: “Controlled company” status reduces certain Nasdaq governance requirements; continued high say‑on‑pay support suggests shareholders are comfortable with the pay framework amid Roivant oversight .