Tiago Girao
About Tiago Girao
Tiago Girao, age 45, was appointed Chief Financial Officer (principal financial and accounting officer) of Immunovant effective April 21, 2025; he works remotely from San Diego, CA . He is a licensed CPA (California) with an accounting degree from Universidade de Fortaleza, Brazil; prior roles include CFO positions across Roivant subsidiaries, CFO of Cytori Therapeutics (2014–2019), senior roles at NuVasive, and over a decade in the audit practices of EY and KPMG; he also served on the board of Landos Biopharma (2021 until its acquisition by AbbVie in early 2024) . Immunovant is a clinical-stage company without revenue and reported a FY2025 net loss of $413.8M; “pay versus performance” TSR disclosure shows IMVT’s cumulative value at $107 per initial $100 at March 31, 2025 (Nasdaq Biotech peer group at $93) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Roivant subsidiaries | Chief Financial Officer (multiple subsidiaries) | 2019–2025 | Finance leadership; scaled processes and oversight across Roivant’s portfolio |
| Cytori Therapeutics (Nasdaq: CYTX) | Chief Financial Officer | 2014–2019 | Public company CFO experience; capital markets and operations |
| NuVasive (Nasdaq: NUVA) | Senior leadership roles | Not disclosed | Operating finance roles at a large med‑tech company |
| Ernst & Young; KPMG | Audit practice | >10 years | Foundational public accounting, controls, reporting |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Landos Biopharma (Nasdaq: LABP) | Director | 2021–2024 | Served until acquisition by AbbVie in early 2024 |
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $481,000 annualized (effective Start Date) |
| Employment at‑will | Yes (may be terminated by either party at any time) |
| Location | Remote; San Diego, California (periodic travel required) |
Performance Compensation
| Incentive | Target/Structure | Performance metrics | Payout mechanics |
|---|---|---|---|
| Annual cash bonus | Target 45% of base salary; discretionary based on individual and company performance | Company uses corporate and individual objectives set and reviewed by the Compensation Committee/Board (examples in FY2025 included portfolio progression, CMC milestones, HR/budget scaling) | Paid by April 30 following fiscal year end, subject to continued employment unless severance applies |
Equity Awards (initial grant upon appointment)
| Grant date | Award type | Grant value | Share determination | Vesting | Key terms |
|---|---|---|---|---|---|
| May 1, 2025 | Stock Options | $3,332,000 | Shares = $3,332,000 ÷ 30‑day trailing average IMVT price as of Grant Date; exercise price = closing price on Grant Date | 25% on 1‑year anniversary of Start Date, then 12 equal quarterly installments (4 years total), service‑based | Double‑trigger acceleration on CIC termination; options otherwise per 2019 Plan and award agreement |
| May 1, 2025 | RSUs | $3,332,000 | Shares = $3,332,000 ÷ 30‑day trailing average IMVT price as of Grant Date | 25% on 1‑year anniversary of Start Date, then 12 equal quarterly installments (4 years total), service‑based | Double‑trigger acceleration on CIC termination; per 2019 Plan and award agreement |
Vesting dates reference Start Date of April 21, 2025; the 25% cliff thus occurs on April 21, 2026, followed by 12 quarterly installments through April 2029 (service‑based) .
Equity Ownership & Alignment
- Beneficial ownership: As of June 13, 2025, named tables list prior NEOs and directors; Mr. Girao does not appear individually in the beneficial ownership table given timing of appointment (effective April 21, 2025) .
- Controlled company: Roivant Sciences Ltd. beneficially owned ~56.5% of common as of June 13, 2025, and elects four directors; IMVT avails itself of Nasdaq “controlled company” exemptions .
- Hedging/shorting: Hedging, short sales, and other speculative transactions in IMVT stock are prohibited for officers and directors .
- Pledging: Any pledge, loan, or transfer of IMVT securities by insiders requires pre‑clearance; a company policy may restrict pledging and hedging .
- Trading windows: Blackout from final business day of each fiscal quarter until close of the second full trading day post‑earnings; other special blackout periods may apply .
Employment Terms
| Topic | Terms |
|---|---|
| Start date | April 21, 2025 |
| Title/Reporting | CFO of IMVT Corporation and Immunovant, Inc.; reports to CEO |
| Location | Remote, San Diego, California |
| Non‑compete/NDIA | Required to execute and abide by Immunovant’s Non‑Disclosure, Invention Assignment and Restrictive Covenant Agreement (NDIA) |
| Arbitration | JAMS employment arbitration; New York, NY venue; FAA governed |
| Insider trading | Pre‑clearance of transactions; 10b5‑1 plans permitted if adopted when not in possession of MNPI |
| Clawback | Executive compensation recovery policy compliant with Exchange Act Rule 10D‑1 and Nasdaq; SOX 304 reimbursement obligations for CEO/CFO if restatement due to misconduct |
Severance and Change‑of‑Control Economics
| Scenario | Cash severance | COBRA | Equity vesting |
|---|---|---|---|
| Termination without Cause or resignation for Good Reason (non‑CIC) | 9 months of base salary, paid in installments, subject to release | Up to 9 months (company reimburses premiums less active rate) | No acceleration provided (time‑based awards continue only if otherwise applicable) |
| Termination without Cause or resignation for Good Reason within 12 months after a Change in Control (double trigger) | 12 months of base salary + target bonus (45% of base salary), paid in installments, subject to release | Up to 12 months (company reimburses premiums less active rate) | Immediate vesting in full of all time‑based equity outstanding as of termination |
| 280G treatment | Modified cutback (reduce if necessary unless “better‑of” after‑tax higher) |
Compensation Structure Analysis
- Mix and pay‑for‑performance: CFO package has modest cash (base $481k) with target bonus at 45% and significant initial equity (50% options/50% RSUs) vesting over four years, aligning incentives with longer‑term execution and value creation .
- Change‑of‑control: No single‑trigger cash or vesting; double‑trigger structure with 12 months’ salary + target bonus, 12 months COBRA, and full acceleration of time‑based equity supports retention through a transaction without windfalls absent termination .
- Governance safeguards: Company‑wide clawback policy (SEC Rule 10D‑1 compliant) and SOX 304 CEO/CFO reimbursement potential on restatement bolster accountability; hedging/shorting prohibited and trading restricted via blackouts and pre‑clearance .
- Benchmarking context: Compensation is informed by market data from a peer set (e.g., Apellis, Arcellx, Arrowhead, Biohaven, Blueprint, BridgeBio, CRISPR, Cytokinetics, Madrigal, Nuvalent, Revolution Medicines, Vaxcyte, Xenon) under Compensia’s guidance; pay not tied to a specific percentile, but peer reviews provide reference points .
Risk Indicators & Red Flags
- Trading/pledging risk: Hedging and speculative trading are prohibited; pledging requires pre‑clearance, reducing misalignment/forced‑sale risks .
- Controlled company: RSL’s 56.5% ownership and preferred share governance reduce minority protections versus a fully independent board, though IMVT discloses compliance with Audit Committee independence and uses controlled‑company exemptions .
- Restatement exposure: Company clawback plus SOX 304 specifically implicate the CFO if financials are restated for misconduct, reinforcing control rigor but creating potential reimbursement risk .
Performance & Track Record (context to role)
- Operating stage: IMVT is a clinical‑stage company without revenue; net loss for FY2025 was $413.8M (reported in “pay versus performance”) .
- TSR context: IMVT’s TSR value at March 31, 2025 was 107 (peer group 93), reflecting stock movement during the period; this is not solely attributable to Mr. Girao given his April 2025 start .
- Strategic updates around appointment: On April 21, 2025, IMVT announced leadership transitions (CEO and CFO), Roivant’s increased operational involvement, and two new IMVT‑1402 indications (Sjögren’s and CLE), with cash runway targeting a Graves’ readout in 2027 .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval exceeded 97%, indicating strong investor support for the executive pay program design; IMVT conducts annual say‑on‑pay .
Equity Ownership & Alignment (detail)
| Item | Status/Policy |
|---|---|
| Beneficial ownership as of 6/13/2025 | Mr. Girao not listed individually in proxy ownership table (timing of appointment); RSL held ~56.5% |
| Stock ownership guidelines | Not specifically disclosed for CFO; Insider Trading Policy references possible share ownership policies |
| Hedging/shorting | Prohibited |
| Pledging | Pre‑clearance required; subject to policy restrictions |
| Blackout windows | Quarterly and ad‑hoc blackout periods; pre‑clearance required for trades |
Employment Terms (additional detail)
- Definitions of Cause and Good Reason are specified (e.g., felony/moral turpitude; willful/material breach; material pay cut or material reduction in authority with cure periods) .
- Arbitration, confidentiality, invention assignment, and cooperation clauses apply; New York law governs the employment agreement .
Investment Implications
- Alignment/retention: Four‑year 50/50 options‑RSU grant with one‑year cliff and quarterly vesting ties Mr. Girao’s upside to sustained value creation; double‑trigger CIC terms support retention through strategic transactions .
- Governance and risk control: A Rule 10D‑1‑compliant clawback and SOX 304 reimbursement potential for the CFO, combined with strict insider‑trading controls, reduce governance risk and signal a strong control environment under new leadership .
- Selling pressure timing: First material vesting occurs on April 21, 2026, followed by quarterly installments; however, blackout windows, pre‑clearance, and potential 10b5‑1 plan usage may smooth any selling cadence .
- Controlled company overlay: RSL’s majority control and board designation rights provide strategic/operational alignment but warrant monitoring for minority shareholder considerations; nonetheless Audit Committee independence and robust policies are in place .