James C. Momtazee
Director at ROIV
Board
About James C. Momtazee
James C. Momtazee, 53, is an independent Class III director of Roivant Sciences (ROIV), serving since 2021 with a current term through the 2027 annual meeting; he is Managing Partner of Patient Square Capital and brings ~29 years of health care investment and acquisition experience, including forming and leading KKR’s health care group for 10+ years . He holds an A.B. from Stanford University and an M.B.A. from Stanford Graduate School of Business . Roivant’s board has affirmatively determined he is independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KKR & Co., Inc. | Various roles; helped form KKR’s health care industry group and led it for 10+ years | Since 1996 (health care group formed 2001; led >10 years) | Built and led large-cap health care investing platform |
| Montes Archimedes Acquisition Corp. | Chairman, CEO and President | Oct 2020 – Oct 2021 | SPAC leadership; transaction execution |
External Roles
| Organization | Role | Type | Interlocks/Notes |
|---|---|---|---|
| Patient Square Capital, LP | Managing Partner | Private investment firm | Dedicated health care investing firm |
| Apollo Therapeutics | Director | Private biopharma | — |
| Kriya Therapeutics | Director | Private biotech | Interlock: Roivant directors Ilan Oren (Chair) and Keith Manchester also serve on Kriya’s board |
| Enavate Sciences | Director | Life sciences | — |
| Elevage Medical Technologies | Director | Medtech | — |
| Syneos Health | Director | CRO/services | — |
| GondolaBio | Director | Biotech | — |
| Hanger | Director | Orthopedic care | — |
| BridgeBio Pharma | Director | Public biopharma | — |
| Medical Device Manufacturers Association | Director | Industry association | — |
Board Governance
- Current committee assignments: Nominating & Governance Committee member; previously served on the Audit Committee through July 2024, then stepped down .
- Committee structure and leadership: Audit (Epperly—Chair), Compensation (Gold—Chair), Nominating & Governance (Oren—Chair; FitzGerald, Momtazee members) .
- Independence: Determined independent by the Board (6 of 8 directors independent) .
- Board composition and terms: Classified board (three classes); Momtazee is Class III (term to 2027) .
- Attendance: Board held 5 meetings in Fiscal 2024; all directors attended at least 75% of applicable board and committee meetings .
- Committee activity: In Fiscal 2024, Audit met 4 times; Compensation 7; Nominating & Governance 3 .
- Leadership: Chair of the Board is Ilan Oren; roles of Chair and CEO are separated .
Fixed Compensation
- Director compensation framework (non-employee): Annual cash retainer $50,000; committee/member retainers: Audit Chair $25,000/Audit Member $12,500; Compensation Chair $20,000/Member $10,000; N&G Chair $12,000/Member $6,000; Board Chair $35,000; Lead Independent Director $25,000. Directors may elect to receive 50–100% of cash retainers in unrestricted common shares .
- Fiscal 2024 compensation for Momtazee (director): He elected 100% of cash retainer in shares (5,413 shares); cash-equivalent fees $59,434; RSU grant-date fair value $199,989; option grant-date fair value $214,421; total $473,844 .
| Fiscal 2024 Director Pay (USD) | Amount |
|---|---|
| Fees earned or paid in cash (elected as shares; 5,413 sh) | $59,434 |
| Stock awards (RSUs) – grant-date fair value | $199,989 |
| Option awards – grant-date fair value | $214,421 |
| Total | $473,844 |
Notes: Election to receive shares in lieu of cash reflect alignment (shares delivered to Oren 9,764; Momtazee 5,413; Epperly 6,834) .
Performance Compensation
- Structure: Annual equity retainers typically include $200,000 in stock options and $200,000 in RSUs, each vesting time-based; initial option award upon board entry has $600,000 grant-date value with three-year vest; all director equity accelerates on change-in-control per plan terms .
- Outstanding/awarded equity (as of March 31, 2025): Momtazee held 16,406 RSUs (annual grant 9/10/2024; vests 9/10/2025) and 123,386 options across three grants; 2022 and 2023 option grants were vested; 2024 options unvested as of 3/31/2025 .
| Equity awards detail | Grant date | Quantity | Terms |
|---|---|---|---|
| RSUs (annual retainer) | Sep 10, 2024 | 16,406 | Time vests in full on Sep 10, 2025 |
| Stock options | Sep 15, 2022 | 68,897 | Exercise $3.50; vested by 3/31/2025 |
| Stock options | Sep 12, 2023 | 26,595 | Exercise $11.22; vested by 3/31/2025 |
| Stock options | Sep 10, 2024 | 27,894 | Exercise $12.19; unvested at 3/31/2025 |
Other Directorships & Interlocks
- Interlocks: Kriya Therapeutics has three Roivant directors—Momtazee (Patient Square), Ilan Oren (Roivant Chair; Dexcel), and Keith Manchester (QVT)—indicating strong information flows but also a potential related-party or interlock risk if transactions arise; any related-party transactions would be reviewed under Roivant’s policy .
- No related-party transactions disclosed involving Momtazee in Fiscal 2024; RPT policy requires Audit Committee review and approval with clear criteria .
Expertise & Qualifications
- Health care private equity and M&A leadership; deep board experience across biopharma, services, and medtech; prior leadership at KKR’s health care group (formed 2001; led >10 years) .
- Education: A.B., Stanford; M.B.A., Stanford GSB .
- Not designated the audit committee financial expert (that role is held by Director Melissa Epperly) .
Equity Ownership
| Beneficial ownership (as of July 1, 2025) | Amount |
|---|---|
| Total beneficially owned common shares | 174,796 (<1%) |
| Breakdown | 79,304 shares; 95,492 options exercisable/beneficially owned as of date |
| RSUs outstanding (not counted in beneficial ownership) | 16,406 (annual grant 9/10/2024) |
| Hedging/pledging | Prohibited for directors under insider trading policy |
Governance Assessment
- Positives: Independent status; active on Nominating & Governance Committee; prior Audit Committee experience; strong attendance; election of equity in lieu of cash enhances alignment; no related-party transactions disclosed involving him; firm-wide anti-hedging/pledging and RPT controls in place .
- Watchpoints: Multiple external directorships (including at Kriya with two other Roivant directors) create potential interlock/perception risks; continued monitoring of any Kriya or Patient Square-linked dealings is warranted under the RPT policy .
- Context: Shareholder support for executive compensation (Say-on-Pay ~89% For in Sept 2024) suggests a generally supportive governance environment, albeit not specific to director pay .
- Compliance: Section 16(a) reporting was substantially compliant in Fiscal 2024; one late Form 4 for CFO, not involving Momtazee .
No red flags specific to Momtazee were disclosed in the latest proxy (e.g., RPTs, pledging, or attendance issues). Continued scrutiny of interlocks and external time commitments remains appropriate for investors focused on board independence and information flow risks .