Robert Susman
About Robert Susman
Robert Susman (age 46) was appointed to Immunovant’s Board in April 2025 and is nominated for election at the August 27, 2025 Annual Meeting. He is Managing Director and Global Head of Equity Research at Principal Asset Management; previously Director of Strategy at Artisan Partners (Apr 2023–Nov 2024), and before that a Portfolio Manager/Senior Analyst at Marsico Capital (2013–2023). He holds an A.B. from Harvard College, an M.B.A. from Harvard Business School, and is a CFA charterholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Principal Asset Management (Principal Financial Group) | Managing Director & Global Head of Equity Research | Current | Leads global equity research; investment leadership |
| Artisan Partners | Director of Strategy | Apr 2023 – Nov 2024 | Business development, client fundraising, managed research team for an alternatives strategy |
| Marsico Capital | Portfolio Manager & Senior Analyst | Jan 2013 – Apr 2023 | Co-managed Global Fund & International Opportunities Fund |
| Baron Capital | Analyst | Prior to 2013 | Buy-side equity research (small-cap growth) |
| Morgan Stanley | Various positions | Prior roles | Early career sell-side/finance roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Principal Asset Management | Managing Director & Global Head of Equity Research | Current | No other public company directorships disclosed in the proxy . |
Board Governance
- Independence: The Board determined Susman is independent under SEC/Nasdaq rules; IMVT is a “controlled company” under Nasdaq (Roivant Sciences Ltd. controls voting power) and relies on certain governance exemptions (audit committee remains fully independent) .
- Committee assignments (as of June 30, 2025): Audit Committee (member); Compensation Committee (member). He replaced Dr. Pande on Audit in April 2025 and joined Compensation in April 2025 .
- Committee expertise: Audit Committee is entirely independent; the Board determined all members (Bauer, Hughes, Susman) qualify as “audit committee financial experts” under Item 407(d)(5) (Reg S‑K) .
- Board/committee activity: In FY ended Mar 31, 2025, Board met 14x; Audit 5x; Compensation 6x; Nominating 2x; each director serving that year attended ≥75% of applicable meetings (Susman joined after FY2025) .
- Risk oversight: Audit oversees major financial and cybersecurity risks; Compensation oversees comp-related risk; Nominating/Corporate Governance oversees independence/conflicts .
Fixed Compensation
IMVT’s Board-approved director cash retainer framework (FY2025 and kept for FY2026) :
| Component | Amount | Notes |
|---|---|---|
| Base retainer – Non-Employee Director | $50,000 | Paid quarterly, pro-rated |
| Board Chair (Executive Chairperson) | $85,000 | Paid quarterly |
| Audit Committee – Chair | $20,000 | Additional to base |
| Audit Committee – Member | $10,000 | Additional to base |
| Compensation Committee – Chair | $17,500 | Additional to base |
| Compensation Committee – Member | $7,500 | Additional to base |
| Nominating & Corporate Governance – Chair | $10,000 | Additional to base |
| Nominating & Corporate Governance – Member | $5,000 | Additional to base |
Notes:
- No meeting fees disclosed; reasonable expenses reimbursed .
Performance Compensation
Director equity is time-based (not performance-based). Current policy and 2026 updates :
| Equity Element | Target Value | Instrument Mix | Vesting | Other Key Terms |
|---|---|---|---|---|
| Annual Equity Retainer – FY2025 | $520,000 (NEDs) | 25% options / 75% RSUs | NED awards fully vested after 1 year (Executive Chair: 8 quarterly installments over 2 years) | Option term 10 years; strike = grant-date close; deferral of RSU settlement available |
| Annual Equity Retainer – FY2026 | $425,000 (NEDs) | 25% options / 75% RSUs | Same structure as above; granted Apr 1, 2025 | Same as above |
| Initial Equity Retainer (new directors) | $850,000 | 50% options / 50% RSUs | Vests annually over 3 years | Granted under 2019 Plan; Board may tailor future initial grants |
| Change-in-control | — | — | Unvested director awards may fully vest immediately prior to change in control | Single-trigger vesting for director equity under plan definition |
Other Directorships & Interlocks
- No other public company boards for Susman are disclosed in the proxy. No compensation committee interlocks involving Susman were reported (he joined the committee in April 2025; the committee disclosed no interlocks for FY2025) .
Expertise & Qualifications
- Financial and investment leadership (buy-side portfolio management; research leadership). Designated audit committee financial expert; brings corporate finance and capital markets perspective valuable for audit and compensation oversight .
- Education/credentials: Harvard College (A.B.), Harvard Business School (M.B.A.), CFA charterholder .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Robert Susman | — | — | As of June 13, 2025, no beneficial ownership reported (no shares or awards vesting within 60 days) . |
Additional alignment context:
- Company prohibits hedging and speculative transactions (short sales, puts/calls) by directors and officers .
- The proxy does not disclose specific director stock ownership guidelines; Corporate Governance Guidelines are posted on the company’s website but no guideline thresholds are detailed in the proxy .
Governance Assessment
Strengths
- Independent director with capital markets depth; designated audit committee financial expert, bolstering financial oversight and risk management (including cybersecurity under Audit’s mandate) .
- Audit and Compensation Committee roles add to board effectiveness on key control and incentive systems; Compensation Committee uses an independent consultant (Compensia) and maintains a clawback policy compliant with SEC/Nasdaq rules .
- Company say-on-pay support was strong in 2024 (>97%), signaling shareholder confidence in compensation governance heading into his tenure .
Monitoring items and potential investor sensitivities
- Controlled company status under Nasdaq reduces certain independence requirements (non-majority independent board permissible), though Audit remains fully independent; investors often scrutinize oversight rigor in controlled structures .
- As of the record date, Susman had no reported beneficial ownership—typical for a newly appointed director, but alignment should improve as annual/initial equity vests; there are no director ownership guidelines disclosed in the proxy .
- Director equity can fully vest upon a change in control (single-trigger for directors), which some governance frameworks view as less optimal than double-trigger; still, this is common in small/mid-cap biotech .
- Related-party transactions exist with Roivant affiliates (services and cooperation agreements); none involve Susman, but the broader Roivant control/affiliates ecosystem can be a recurring governance discussion point for investors .
Board Governance (Detail)
| Committee | Role | Since | Notable Responsibilities/Notes |
|---|---|---|---|
| Audit | Member; Financial Expert | Apr 2025 | Oversee financial reporting, auditors, internal controls, related-party transactions, and cybersecurity risk; all members independent and financial experts |
| Compensation | Member | Apr 2025 | Oversee executive and director pay, incentive plan risk, use of independent consultant; recommend director comp |
Fixed Compensation (Director Cash Only)
| Item | Amount | Applicability to Susman |
|---|---|---|
| Base cash retainer | $50,000 per year | As a non-employee director (prorated from Apr 2025) |
| Audit Committee member | $10,000 per year | Yes |
| Compensation Committee member | $7,500 per year | Yes |
Performance Compensation (Director Equity Structure)
| Grant Type | Value Target | Mix | Vesting | Notes |
|---|---|---|---|---|
| Annual NED equity (FY2026) | $425,000 | 25% options / 75% RSUs | 1-year vest (for NED awards) | Granted Apr 1, 2025; option term 10 years; RSU deferral election available |
| Initial NED equity (policy) | $850,000 | 50% options / 50% RSUs | 3-year annual tranches | Policy for new directors; proxy does not enumerate individual grants to Susman |
| Change-in-control treatment | — | — | May fully vest pre-closing | Plan-level single-trigger for director equity |
Related-Party Exposure and Conflicts
- Independence: Board determined Susman is independent; he has no disclosed ties to Roivant or its affiliates (unlike certain other directors who serve at Roivant) .
- Related-party transactions disclosed are primarily with Roivant affiliates (RSI, RSG) and do not involve Susman; these arrangements are subject to Audit Committee review under policy .
- Insider trading and hedging: Directors are subject to an insider trading policy and prohibited from hedging and speculative trading in Immunovant stock .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares owned (beneficial) | — | No beneficial ownership reported as of June 13, 2025 |
| % of outstanding | — | Less than 1% |
| Pledged shares | None disclosed | Proxy does not disclose any pledging by directors; hedging/shorting prohibited |
| Ownership guidelines | Not disclosed | Governance Guidelines posted; no director ownership thresholds detailed in proxy |
Governance Assessment — Bottom Line
- Net Positive: Independent, capital-markets-savvy director serving on Audit (as a financial expert) and Compensation during a pivotal period of clinical execution and capital allocation. Clawback, hedging prohibitions, and use of independent comp consultant support investor-focused governance .
- Watch Items: Controlled-company status; initial low personal ownership until annual/initial equity accumulates; single-trigger director equity acceleration on change-in-control; ongoing Roivant-related transactions (with Audit oversight) .
References:
Director nomination/tenure and bio ; independence and controlled-company status ; committee membership and financial-expert designation ; board/committee meetings and attendance (FY2025) ; director cash retainers and equity policy, vesting, CIC treatment ; beneficial ownership table ; hedging prohibition ; compensation governance practices and clawback ; related-party transactions framework and agreements .