Ilan Oren
Chair of the Board at ROIV
Board
About Ilan Oren
Ilan Oren is the independent Chair of Roivant’s Board, serving as Chair since 2023 and as a director since 2014. He is Co-Chief Executive Officer of Dexcel Pharma and previously led corporate and business development for the Dexcel group. He holds an A.B. in Economics from Harvard College. Age: 41 (as of July 29, 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dexcel Pharma (part of privately-owned Israeli pharma group) | Co-Chief Executive Officer | Since Nov 2019 | Led corporate and business development activities (strategic ventures, product partnerships, M&A) prior to Co-CEO role |
| Dexcel Pharma (group) | Vice President | Pre-2019 (prior role) | Corporate and business development leadership |
External Roles
| Organization | Role | Tenure | Interlocks / Notes |
|---|---|---|---|
| Clexio Biosciences | Director | Not disclosed | — |
| Kriya Therapeutics | Director | Not disclosed | Interlock: Roivant director James C. Momtazee also serves on Kriya’s board |
| Sio Gene Therapies | Former Director | Not disclosed | — |
| Cynapsus Therapeutics | Former Director | Not disclosed | — |
Board Governance
- Role and tenure: Chair of the Board (since 2023); Director since 2014; Class III director with term expiring at the 2027 annual meeting .
- Independence: Board determined Oren is independent under SEC and Nasdaq rules (6 of 8 directors independent) .
- Committee assignments (current and recent):
- Nominating & Governance Committee: Chair (current) .
- Compensation Committee: Member (current) .
- Audit Committee: Served in Fiscal 2024; stepped down July 2024 .
- Board structure and attendance: Classified board; Fiscal 2024 board held 5 meetings; all directors attended at least 75% of Board and committee meetings; six directors attended the 2024 AGM .
| Meetings (FY 2024) | Count |
|---|---|
| Board meetings | 5 |
| Audit Committee | 4 |
| Compensation Committee | 7 |
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $107,137 | Oren elected to receive unrestricted common shares in lieu of 100% of cash retainers; received 9,764 shares |
| Cash Retainer Policy – Board Member | $50,000 | Annual retainer (policy) |
| Cash Retainer Policy – Board Chair | $35,000 | Annual retainer (policy) |
| Cash Retainer Policy – Compensation Committee Member | $10,000 | Annual retainer (policy) |
| Cash Retainer Policy – Nominating & Governance Committee Chair | $12,000 | Annual retainer (policy) |
Policy note: Non-employee directors may elect 50% or 100% of annual cash retainers to be paid in unrestricted common shares for the following fiscal year .
Performance Compensation
| Equity Awards to Directors (FY 2024 reporting) | Grant Date | Units/Exercise Price | Vesting/Status as of 3/31/2025 |
|---|---|---|---|
| RSUs (annual director grant) | 09/10/2024 | 16,406 units | Time-vest fully on 09/10/2025; none vested as of 3/31/2025 |
| Stock Options (annual director grant) | 09/10/2024 | 27,894 options @ $12.19 | None vested as of 3/31/2025 |
| Stock Options (annual director grant) | 09/12/2023 | 26,595 options @ $11.22 | All vested as of 3/31/2025 |
| Stock Options (annual director grant) | 09/15/2022 | 71,850 options @ $3.50 | All vested as of 3/31/2025 |
| Stock Awards (Grant Date Fair Value, FY 2024) | FY 2024 | $199,989 | RSU fair value per Topic 718 |
| Option Awards (Grant Date Fair Value, FY 2024) | FY 2024 | $214,421 | Option fair value per Topic 718 |
Director equity program: Initial one-time stock options with grant date value of $600,000 vest over 3 years; annual director equity each year includes options ($200,000 grant date value) and RSUs ($200,000 grant date value), vesting in full after one year; change-in-control accelerates vesting for these director awards .
Other Directorships & Interlocks
| Company | Overlapping Roivant Director(s) | Interlock Detail |
|---|---|---|
| Kriya Therapeutics | Ilan Oren; James C. Momtazee | Both serve as directors at Kriya Therapeutics |
Expertise & Qualifications
- Background: Senior operating executive in pharmaceuticals (Co-CEO of Dexcel Pharma), with extensive experience in strategic ventures, product partnerships, portfolio selection, acquisitions, strategic investments and M&A .
- Education: A.B. in Economics, Harvard College .
- Board rationale: Pharmaceutical leadership experience qualifies him for Roivant’s Board .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Ownership % |
|---|---|---|
| Ilan Oren (as of 7/1/2025) | 184,539 | <1% |
| Outstanding Director Equity (as of 3/31/2025) | Quantity |
|---|---|
| RSUs | 16,406 |
| Stock Options | 126,339 total (71,850 @ $3.50; 26,595 @ $11.22; 27,894 @ $12.19) |
Insider trading policy prohibits hedging and pledging of Company stock; pledging is not permitted, reducing collateralization risk .
Related-Party Exposure and Conflicts
- Significant shareholder connection: Dexxon Holdings (15.1% owner) and Dexcel Pharma are affiliated with Dan Oren (controlling shareholder of Dexxon Holdings and Executive Chairman of Dexcel Pharma). Ilan Oren serves as Co-CEO of Dexcel Pharma. The proxy discloses Dexxon’s ownership but does not describe any transactions between Roivant and Dexxon/Dexcel in the fiscal year .
- Independence and oversight: The Board has determined Oren is independent under SEC/Nasdaq rules; the Audit Committee oversees material related-party transactions under a formal policy .
Say-on-Pay & Shareholder Feedback
| Meeting | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2025 AGM (9/10/2025) | Say-on-Pay | 316,651,402 | 203,244,184 | 64,550,276 | 44,227,813 |
| 2024 AGM (covering FY 2023) | Say-on-Pay (advisory) | ~89% “For” of votes cast | — | — | — |
Compensation Committee retains independent consultant Aon; Committee consists solely of independent directors .
Director Compensation (FY 2024)
| Director | Fees Earned or Paid in Cash | Stock Awards (RSUs) | Option Awards | All Other Comp | Total |
|---|---|---|---|---|---|
| Ilan Oren | $107,137 | $199,989 | $214,421 | — | $521,548 |
- Election to take retainers in shares: Oren elected 100% of cash retainers in unrestricted common shares; received 9,764 shares for FY 2024 retainers .
Additional Governance Controls
- Anti-hedging and anti-pledging: Company policy prohibits hedging, pledging, short sales, and derivatives involving Company stock for directors, officers, and employees .
- Clawback: Compensation recoupment policy compliant with Dodd-Frank Section 10D and Nasdaq for executive incentive compensation .
- Attendance: All directors met at least 75% attendance threshold; expectations to attend Board and committee meetings .
Governance Assessment
-
Positives
- Independent Board Chair with deep pharma operating/M&A background; independent status affirmed by Board .
- Strong committee leadership: Oren chairs Nominating & Governance and serves on Compensation; prior Audit Committee experience enhances oversight breadth .
- Alignment signals: Elected to receive 100% of cash retainers in stock, increasing owner-like exposure .
- Risk controls: Robust anti-hedging/anti-pledging policy; formal related-party transaction review; independent compensation advisor engagement .
-
Monitoring items
- Significant shareholder nexus: Dexxon/Dexcel affiliation (15.1% holder) alongside Oren’s Co-CEO role at Dexcel may present perceived influence; Board nonetheless determined independence and Audit Committee oversees related-party matters .
- Interlock: Shared Kriya Therapeutics directorship with another Roivant director (Momtazee) warrants awareness for potential information flow; no related transactions disclosed .
-
Shareholder sentiment
- Say-on-pay support remained solid (2024 ~89% “For”; 2025 AGM raw vote counts shown above), indicating broad investor alignment with compensation governance during Oren’s chair tenure .