Jennifer Humes
Chief Accounting Officer at ROIV
Executive
About Jennifer Humes
Jennifer Humes, 44, is Chief Accounting Officer (CAO) of Roivant Sciences, Inc. (RSI) and Principal Accounting Officer of Roivant Sciences Ltd., appointed on February 20, 2025. She previously led global investment banking controllers at JPMorgan Chase and held senior accounting policy roles at Citigroup, with earlier audit experience at Deloitte and PwC; she holds a B.A. in Accounting from the University of St. Thomas and is a CPA . Company performance context during her tenure start: Roivant’s cumulative TSR from March 31, 2022 to March 31, 2025 translated a $100 investment to $204 (+104%) with FY2024 net loss of $356.7M, FY2023 net income of $4,231.2M (driven by portfolio transactions), and FY2022 net loss of $1,115.5M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JPMorgan Chase | Managing Director; Global Investment Banking Controller leadership | 2016–2024 | Led 80+ controllers for global banking; oversight of accounting, reporting, and ICFR for the business . |
| Citigroup | Senior Vice President, Accounting Policy | 2013–2016 | Supported wholesale and consumer businesses on technical accounting policy . |
| Deloitte | Audit practice roles (audit and technical accounting advisory) | 2005–2013 | Audit and advisory across multiple geographies (Minneapolis, San Diego, London, New York) . |
| PwC | Auditor | 2003–2005 | Foundational public accounting experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of St. Thomas | B.A. in Accounting; CPA qualification | N/A | Academic credentials underpinning technical rigor . |
Fixed Compensation
| Component | FY2024 Detail | Notes |
|---|---|---|
| Base Salary | $380,000 | As CAO effective Feb 20, 2025 . |
| Target Bonus % | 50% of base ($190,000 target) | Company-wide FY2024 corporate score was 94.5% . |
| Actual FY2024 Bonus Paid | $19,950 (pro-rated from Feb 20–Mar 31, 2025) | Reflects partial-year service . |
| Sign-on Bonus | $261,500 (paid within 30 days of start; full repayment if termination within 2 years) | “Make-whole” for foregone prior compensation . |
| Perquisites | 401(k) match $1,175; group life $68; cell phone reimbursement $50 | Standard employee benefits . |
Performance Compensation
Roivant’s FY2024 annual bonus framework tied NEO payouts to pre-set corporate objectives; the Compensation Committee scored aggregate performance at 94.5%. Humes’ bonus was pro-rated and paid entirely based on corporate performance (no individual modifier) .
| Metric | Weighting | Target (Base=100%) | Actual Score | Payout Mechanics | Vesting/Timing |
|---|---|---|---|---|---|
| Vant clinical/regulatory/commercial milestones | 60% | 100% | 140% | Weighted into corporate score; caps up to 200% per metric . | Annual bonus paid post-fiscal year . |
| In-licensing new assets | 25% | 100% | 0% (no new in-licenses FY2024) | Weighted into corporate score . | Annual bonus cycle . |
| Other strategic/corp dev goals | 10% | 100% | 70% (Dermavant sale to Organon) | Weighted into corporate score . | Annual bonus cycle . |
| Tech Vants value creation | 5% | 100% | 75% | Weighted into corporate score . | Annual bonus cycle . |
| Corporate Performance (Weighted) | — | 100% | 94.5% | Applied to Humes’ $190,000 target; pro-rated to $19,950 . | Paid FY2024 post year-end . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership at 7/1/2025 | No shares listed under Humes in the beneficial ownership table (not a 60-day holder; NEO listed with “—”) . |
| Outstanding RSUs | 112,255 RSUs; market value $1,132,653 at $10.09/share; vest 25% on first anniversary of vesting commencement date, then 12 equal quarterly installments (service-based) . |
| Outstanding Options | 115,108 options at $10.97 strike; vest 25% on first anniversary, then 36 equal monthly installments (service-based) . |
| Hedging/Pledging | Company prohibits hedging, pledging, margin loans, shorts, and derivative transactions in company stock . |
| Ownership Guidelines | Not disclosed for executives; directors’ compensation policy/limits disclosed separately . |
| ESPP Eligibility | Employees (including NEOs) eligible for 15% discount ESPP; as of 3/31/2025, 28,080,809 shares available under ESPP . |
Employment Terms
| Term | Detail |
|---|---|
| Start Date & Role | Effective Feb 20, 2025; CAO of RSI and Principal Accounting Officer of Roivant Sciences Ltd. . |
| Compensation Structure | Base $380,000; target bonus 50%; RSU grant ~$1.2M; option grant ~$0.8M (Black-Scholes) . |
| RSU Vesting | 25% at first anniversary of vesting commencement; quarterly thereafter (12 tranches); continued employment required . |
| Option Vesting | 25% at first anniversary of vesting commencement; monthly thereafter (36 tranches); continued employment required . |
| Change-of-Control Treatment | Equity awards generally accelerate on a double-trigger (involuntary termination without cause within 12 months post-CoC); RSUs become fully vested upon qualifying termination . |
| Severance (Cash) | FY2024 potential payments table shows no cash severance for Humes under modeled scenarios; equity could vest $1,132,653 upon CoC qualifying termination . |
| Clawback | Company maintains compensation recoupment policy compliant with Dodd-Frank/Nasdaq; recovery upon accounting restatements . |
| Non-Compete/Non-Solicit | Executive agreements include customary non-compete and non-solicit during employment and at least 12 months post-termination . |
Compensation Structure Analysis
- Year-one pay mix includes a modest pro-rated bonus and equity-heavy onboarding (RSUs ~$1.2M, options ~$0.8M), aligning incentives to sustained share price appreciation and retention through multi-year vesting .
- Explicit no-hedging/pledging policy and double-trigger CoC protections enhance alignment while discouraging short-termism; no excise tax gross-ups and a company-wide clawback are shareholder-friendly .
- Sign-on bonus has a two-year repayment provision if employment ends early, reinforcing near-term retention and reducing near-term insider selling pressure risk .
Risk Indicators & Red Flags
- Insider selling pressure: initial 25% RSU and option vesting occurs around the first anniversary of vesting commencement (likely around early 2026), then recurring vest tranches; however, shares are not subject to holding requirements beyond standard policies, which could create periodic selling windows; balanced by retention incentives and standard blackout controls .
- Hedging/pledging prohibited (mitigates alignment risk) .
- No executive-specific tax gross-ups; change-in-control is double-trigger (mitigates entrenchment concerns) .
- No related-person transactions involving Humes disclosed; no delinquent Section 16 filings noted for Humes .
Say-on-Pay & Peer Benchmarking Context
- FY2023 say-on-pay approval ~89% (strong support) .
- Roivant uses a biotech peer group (e.g., United Therapeutics, Neurocrine, Ionis, etc.) and Aon as independent consultant; CFO/CAO annual grants are structured via standard RSUs/options with VWAP and Black-Scholes frameworks .
Investment Implications
- Alignment: Onboarding grants and bonus structure tie Humes’ compensation to long-term share price and continuous service; anti-hedging/pledging and clawback policies further align incentives .
- Retention risk: Moderate near-term retention given sign-on bonus clawback for departures within 2 years and multi-year vest schedules; periodic vesting from ~March 2026 onward could introduce scheduled liquidity events but within standard governance practices .
- Trading signals: Watch for Form 4s around first major vest dates and blackout windows; absence of pledging reduces forced-selling scenarios. Company-level TSR and clinical/regulatory catalysts remain primary drivers for equity realizable value on her grants .