Frank Torti
President and Vant Chair at ROIV
Executive
About Frank Torti
Frank Torti (age 46) is President and Vant Chair at Roivant Sciences, appointed in July 2025 after serving as Vant Chair since January 2020 and Vant Investment Chair in 2018–2019; he also chairs Immunovant’s board (Executive Chair since August 2021) and was founding CEO of Telavant, leading its $7.25B sale to Roche in December 2023 . He holds an M.D. (UNC School of Medicine), an M.B.A. (Harvard Business School), and a B.A. (UNC), with prior experience as a Partner at NEA focused on healthcare investments . Roivant emphasizes pay-for-performance and shareholder alignment across long-term equity incentives and anti-hedging/anti-pledging policies; specific TSR/revenue/EBITDA metrics for Torti are not disclosed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Roivant Sciences | Vant Investment Chair | 2018–2019 | Led investment oversight across Vants |
| Roivant Sciences | Vant Chair | Jan 2020–Jul 2025 | Operations and management of biopharma Vants |
| Telavant (Roivant subsidiary) | Founding CEO & Chair | Nov 2022–Dec 2023 | Led development of anti‑TL1A asset; sale to Roche for $7.25B |
| Roivant Sciences | President & Vant Chair | Jul 2025–Present | Executive leadership of Roivant Vants |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Immunovant, Inc. | Chair (since Jun 2019), Executive Chair (since Aug 2021) | 2019–Present | Governance and strategic oversight of FcRn franchise |
| Arbutus Biopharma | Chairman of the Board | Nov 2018–Feb 2025 | Board leadership at antiviral biotech |
| Urovant Sciences Ltd. | Director | Aug 2018–Dec 2019 | Board role during urology pipeline development |
| Myovant Sciences Ltd. | Director | Nov 2018–Dec 2019 | Board role in women’s health/endocrinology |
| New Enterprise Associates (NEA) | Partner, Healthcare | 2007–2018 | Investments across healthcare; value creation track record |
Fixed Compensation
| Component | Amount / Terms | Notes |
|---|---|---|
| Base Salary | $725,000 | Adjustable at Compensation Committee discretion |
| Target Annual Bonus | 100% of base salary | Determined by Committee assessment; discretionary |
| One-time Cash Retention Award | $7,500,000 | Paid within 30 days of agreement; $2,500,000 repayable (after-tax) if service ends before Sep 19, 2025 (except death/disability/termination without cause) |
| Tax Planning Reimbursement | Up to $35,000 per year (tax‑equalized) | Annual allowance |
| Cash Bonus Program (Dec 2023 cohort) | Not a participant | Torti did not participate in the broad-based program |
Performance Compensation
PSU Structure
| Tranche | % of PSUs | Share Price Hurdle | Service Condition | Post‑Vest Holding |
|---|---|---|---|---|
| 1 | 14.71% | $15.00 | Vests 1 year after hurdle met, continuous service required | Two-year holding period on vested shares |
| 2 | 7.35% | $17.50 | Vests 1 year after hurdle met, continuous service required | Two-year holding period on vested shares |
| 3 | 8.82% | $20.00 | Vests 1 year after hurdle met, continuous service required | Two-year holding period on vested shares |
| 4 | 11.77% | $22.50 | Vests 1 year after hurdle met, continuous service required | Two-year holding period on vested shares |
| 5 | 22.06% | $25.00 | Vests 1 year after hurdle met, continuous service required | Two-year holding period on vested shares |
| 6 | 35.29% | $30.00 | Vests 1 year after hurdle met, continuous service required; pro‑rata credit if 30‑day VWAP $25–$30 at performance period end | Two-year holding period on vested shares |
- PSU grant size: 11,900,000 PSUs; five-year performance period, double‑trigger change‑of‑control mechanics (unmet hurdles can be deemed met if CoC price exceeds hurdle; otherwise forfeited) .
RSU Structure
| Grant | Units | Vesting Schedule | Change‑of‑Control Treatment |
|---|---|---|---|
| Torti RSU Award | 1,836,547 | 20% on Mar 31, 2026; remaining 80% in 16 equal quarterly installments thereafter through 2030; continuous service required | Full vesting if involuntarily terminated without “cause” within 30 days prior to or 12 months post CoC |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Long-term equity mix | 11,900,000 PSUs and 1,836,547 RSUs approved July 2025, matching five‑year senior executive program terms for alignment and retention |
| Holding requirements | PSUs have mandatory two‑year post‑vesting holding; RSUs vest over five years, extending into 2030 |
| Anti‑hedging/anti‑pledging | Hedging, pledging, margin purchases, short sales, and derivative transactions in Company stock prohibited by insider trading policy |
| Stock ownership guidelines | Not disclosed for executives (director policy described separately) |
| Beneficial ownership | Torti’s specific ownership count and % not disclosed in the July 1, 2025 table (he became an executive in July 2025) |
Employment Terms
| Term | Provision |
|---|---|
| Employment | Amended and restated employment agreement upon appointment as President & Vant Chair (Jul 2025) |
| Severance (without cause/for good reason) | 12 months base salary continuation plus target annual bonus paid over 12 months; subject to release and compliance with covenants |
| Equity eligibility | Eligible for discretionary periodic/annual Roivant equity and certain Vant subsidiary equity grants/rights |
| Non‑compete / Non‑solicit | Covenants apply during employment and at least 12 months thereafter; standard confidentiality/non‑disparagement applies perpetually |
| Change‑of‑control (equity) | RSUs fully vest upon involuntary termination without “cause” within 30 days prior to or 12 months post CoC; PSUs follow senior executive CoC mechanics (price‑hurdle deeming where applicable) |
| Clawback | Company maintains Dodd‑Frank/Nasdaq‑compliant compensation recoupment policy for restatements |
Compensation Structure Analysis
- Heavy equity tilt with back‑loaded vesting and strict share‑price hurdles (over half of PSUs require $25–$30 30‑day VWAP), indicating strong pay‑for‑performance alignment and high bar for value realization .
- Two‑year post‑vesting PSU holding and five‑year RSU schedule reduce near‑term selling pressure and reinforce retention; anti‑pledging/hedging policy strengthens alignment and mitigates borrowing/selling risk .
- One‑time cash retention award ($7.5M) with repayment provision through Sep 19, 2025 balances immediate retention with accountability; no excise tax gross‑ups and no guaranteed bonuses per company practices .
Performance & Track Record
- Led Telavant’s development and subsequent $7.25B sale to Roche (anti‑TL1A program), a significant value creation event within Roivant’s portfolio .
- Ongoing leadership across Immunovant’s FcRn franchise and multiple Roivant Vants; broader Roivant FY2024 achievements include positive Phase 2/3 readouts, new mosliciguat program, litigation progress, share repurchases, and asset sales (context for operating momentum) .
Say‑on‑Pay, Peer Group, Governance Practices
- FY2023 say‑on‑pay approval ~89%, indicating shareholder support for the program design .
- Compensation benchmarking references a biotech/pharma peer set (e.g., Incyte, United Therapeutics, Neurocrine, Vaxcyte, etc.) and independent consultant input (Aon); program includes clawback and double‑trigger CoC provisions and prohibits hedging/pledging .
Investment Implications
- Alignment: Torti’s compensation is tightly linked to multi‑year share‑price performance with sizable PSU hurdles ($15–$30) and holding requirements, implying incentives to drive durable value creation rather than short‑term results .
- Retention: Five‑year RSU vesting, PSU service conditions, and recent retention cash award lower near‑term departure risk; repayment terms and severance design add structure without shareholder‑unfriendly gross‑ups .
- Selling pressure: Two‑year PSU holding period and anti‑pledging policy reduce immediate liquidity/selling pressure; any near‑term sales are further constrained by vesting schedules .
- Execution risk: Majority of PSU value requires substantial share‑price appreciation (largest tranches at $25–$30), putting emphasis on pipeline execution and capital allocation across Vants to clear high thresholds .