Eric Venker
President and Immunovant CEO at ROIV
Executive
About Eric Venker
Eric Venker, M.D., Pharm.D., is President of Roivant Sciences and Chief Executive Officer of subsidiary Immunovant; he previously served as Roivant’s President and Chief Operating Officer (January 2021–April 2025) and COO (November 2018–January 2021). He is 38 years old and holds an M.D. from Yale School of Medicine and a Pharm.D. from St. Louis College of Pharmacy . Company performance context during his senior executive tenure includes Roivant’s three-year TSR value of $204 on a $100 base (vs. $104 for the NASDAQ Biotech Index), March 31, 2025 share price of $10.09, and FY2024 net loss of $356.7 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Roivant Sciences | President & Immunovant CEO | Apr 2025–present | Leads Immunovant and continues as President of Roivant; compensation and equity structures split across RSI and Immunovant . |
| Roivant Sciences | President & COO | Jan 2021–Apr 2025 | Senior operator across Roivant “Vants” platform; multi-year equity refresh aligned to long-term value creation . |
| Roivant Sciences | Chief Operating Officer | Nov 2018–Jan 2021 | Operational leadership over Vants portfolio . |
| Roivant Sciences | Chief of Staff to CEO | Oct 2017–Oct 2018 | Executive staff role supporting CEO . |
| Roivant Sciences | Analyst | 2014–2015 | Early corporate role at Roivant . |
| NewYork-Presbyterian/Columbia | Physician (Internal Medicine) | 2015–2017 | Clinical practice and training . |
| Yale–New Haven Hospital | Clinical Pharmacist | 2011–2015 | Hospital pharmacy leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Immunovant, Inc. | Chief Executive Officer; Director | 2025–present | IMVT employment agreement, option awards, and CVAR with performance and “knock-in” conditions . |
| Roivant private Vants (biopharma and health tech) | Director | N/A | Board roles across several private affiliates . |
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| FY2024 RSI Base Salary | $620,000 | |
| FY2024 Target Bonus % (RSI) | 75% of base | |
| FY2024 Actual Bonus Paid (RSI) | $439,425 (94.5% corporate achievement applied to $465,000 target) | |
| One-time Cash Retention (approved Jul 2024) | $7,465,000; 50% within 30 days of grant, 25% on ~Sep 20, 2024, 25% on ~Sep 19, 2025 (service requirement) | |
| RSI Amended & Restated Employment (effective Jul 28, 2025) | Base salary $75,000; target bonus 75% of RSI base when not co-employed by Immunovant; RSI bonus ineligible while co-employed at Immunovant; board fees from UK affiliates offset RSI base | |
| Immunovant Employment (effective Jul 28, 2025) | Base salary $672,000; target bonus 72.25% of base (based on individual and company performance) |
Performance Compensation
- Annual cash incentive framework (FY2024): corporate goal weighting 60% clinical/regulatory/commercial milestones, 25% in-licensing, 10% other strategic goals, 5% value creation at tech Vants; final corporate achievement score 94.5% applied uniformly to NEOs .
- Say-on-pay context: 89% approval at September 2024 AGM for FY2023 NEO compensation program .
Annual Incentive Design and Outcomes (FY2024)
| Metric | Weight | Target | Actual/Score | Payout Application |
|---|---|---|---|---|
| Clinical/dev/regulatory/commercial milestones | 60% | Base/Stretch/Outstanding tiers | 140% score (strong positive trial/program progress) | Forms part of 94.5% corporate result . |
| In-licensing of mid/late-stage assets | 25% | Base/Stretch | 0% (no in-licensing) | Included in 94.5% outcome . |
| Strategic/corp development goals | 10% | Base/Stretch | 70% (Dermavant sale to Organon up to ~$1.2B) | Included in 94.5% outcome . |
| Tech Vants value creation | 5% | Base/Stretch | 75% | Included in 94.5% outcome . |
| Venker payout mechanics | Target 75% of $620k = $465,000 | 94.5% corporate result | $439,425 | No individual modifier used . |
Equity Awards and Vesting (Roivant, granted July 26, 2024)
| Instrument | Grant date | Quantity/Terms | Vesting | Change-in-control treatment |
|---|---|---|---|---|
| RSUs (Roivant) | 07/26/2024 | 204,000 RSUs (grant-date FV $2,203,200) | 25% on May 20, 2025; remaining 75% in 12 equal quarterly installments thereafter (service-based) | Full acceleration on involuntary termination without cause within 12 months post-CIC . |
| Stock Options (Roivant) | 07/26/2024 | 409,000 options at $10.80; Black-Scholes FV $2,933,103 | 25% on May 20, 2025; remaining in 36 equal monthly installments (service-based) | Full acceleration on involuntary termination without cause within 12 months post-CIC . |
| PSUs (Roivant) | N/A (opportunity only) | Up to 11.9M PSUs at Committee discretion upon “Contribution Condition” | Same price hurdles and service/holding structure as CEO/CIO PSUs upon grant; performance period starts at Letter date | CIC deeming of performance if deal price exceeds tranche hurdle; post-grant service rules apply . |
PSU Hurdle Framework (applies if Venker PSUs are granted)
| Tranche | % of PSUs | 30-day VWAP Hurdle |
|---|---|---|
| 1 | 14.71% | $15.00 |
| 2 | 7.35% | $17.50 |
| 3 | 8.82% | $20.00 |
| 4 | 11.77% | $22.50 |
| 5 | 22.06% | $25.00 |
| 6 | 35.29% | $30.00 |
| Notes: Five-year performance window; each earned tranche requires 1-year service tail post-hurdle, then a further two-year post-vesting holding period; pro rata earn possible for tranche 6 if VWAP $25–$30 at performance period end; CIC tests against deal price . |
Immunovant Awards (2025)
| Instrument | Terms | Vesting/Conditions |
|---|---|---|
| IMVT Option “Dollar Award” | Target grant-date value $2,250,000; strike = close on grant date | 25% on Apr 21, 2026; then 12 quarterly installments; full acceleration at CIC . |
| IMVT Option “Unit Award” | 1,300,000 options; strike = close on grant date | Same vest as above; two-year holding period on shares post-vesting; holding ceases at CIC, death/disability . |
| IMVT CVAR | 1,475,000 CVARs; service-vesting 25% on Apr 1, 2026 then 12 quarterly tranches; performance vesting tied to specified clinical milestone; “knock-in” price ≥$16.76 at measurement; payout capped at $16.76 vs $14.46 hurdle; 87.25% of delivered shares subject to two-year holding | Settles into shares based on CVAR Amount on vest; CIC and death/disability affect holding; detailed mechanics as disclosed . |
Equity Ownership & Alignment
| Measure | Amount/Status | Notes |
|---|---|---|
| Total beneficial ownership (as of Jul 1, 2025) | 11,148,837 common shares | 1.6% ownership of outstanding shares . |
| Composition (beneficially owned) | 1,309,223 shares; 9,826,864 options; 12,750 RSUs | Beneficial ownership includes options exercisable within 60 days . |
| Anti-hedging/pledging | Prohibited for officers and directors | Insider trading policy bans hedging, shorting, pledging, and margin . |
| Clawback policy | Compliant with Dodd-Frank/Nasdaq; restatement-based recoupment | Applies to incentive compensation . |
| In-the-money status at Mar 31, 2025 | Roivant options and PSUs had no “in-the-money” value at $10.09 close (options at $10.80; PSUs below $15 first hurdle) | As of FY2024 year-end; RSUs had mark-to-market value . |
Liquidity and Selling Activity (FY2024)
| Item | Quantity | Value Realized |
|---|---|---|
| Options exercised | 2,602,311 | $18,664,350.31 |
| RSUs vested | 255,796 | $2,869,600.13 |
| Methodology per proxy: value realized computed from market price less strike (options) and market price on vest date (RSUs) . |
Employment Terms
- RSI Amended & Restated Employment (Jul 28, 2025): At-will; base salary $75,000 (offset by UK affiliate board fees); target bonus 75% when eligible; not eligible for RSI annual bonus in any fiscal year fully co-employed at Immunovant; RSI severance if terminated without cause/for good reason includes 12 months base, 100% target bonus, and up to 12 months COBRA (unless parties agree he continues at Immunovant, in which case RSI severance does not apply) .
- Immunovant Employment (Jul 28, 2025): At-will; base salary $672,000; target bonus 72.25% of base; severance if terminated without cause/for good reason includes 12 months base, 100% target bonus, and up to 12 months COBRA (unless he continues at RSI) .
- Equity acceleration: Roivant RSUs/options accelerate on an involuntary termination without cause within 12 months post-change-in-control (double-trigger) .
- Restrictive covenants: Executive agreements include standard non-compete/non-solicit provisions during employment and at least 12 months post-employment, plus confidentiality and non-disparagement .
Compensation Committee Analysis
- Committee composition: Daniel Gold (Chair), Ilan Oren; all members independent under SEC/Nasdaq rules .
- Independent consultant: Aon engaged for peer group design, market analysis, and program advice; Committee assessed and confirmed independence .
- Peer group: Broad biotech peer set spanning ~30 companies, including Ascendis, BridgeBio, Incyte, Neurocrine, Sarepta, etc. .
- Say-on-pay: 89% approval for FY2023 NEO compensation at September 2024 AGM, signaling strong shareholder support .
Investment Implications
- Alignment and retention: Venker’s FY2024 Roivant equity is primarily time-based (RSUs/options) with double-trigger CIC protection; his PSU participation is discretionary via a five-year “PSU Opportunity” with rigorous stock-price hurdles and long holding periods if granted, signaling potential upside-linked alignment but with Committee discretion gating participation .
- Near-term selling pressure: FY2024 shows substantial option exercises ($18.7M value realized) and RSU vestings, creating liquidity; additional vesting cliffs (May 2025) and Immunovant awards with two-year holding conditions may stagger further supply; company-wide anti-pledging reduces forced-selling risk .
- Cash incentives optics: The $7.465M one-time retention award (75% already paid) is a notable guaranteed cash component through September 2025, partially diluting pay-for-performance optics amid negative FY2024 net income, though company TSR outperformed the biotech index over three years .
- Contractual downside protection: RSI/Immunovant severance at 12 months base plus target bonus and medical continuation, plus double-trigger CIC vesting, lowers personal risk and supports retention through key pipeline milestones at Immunovant and Roivant .
- Governance considerations: Clawback policy, no hedging/pledging, independent compensation advisor, and strong say-on-pay support are positive; disclosure of a related-person employment (his brother) is a minor governance watchpoint .