Keith Manchester
Director at ROIV
Board
About Keith Manchester
Keith Manchester, M.D., age 56, is an independent Class I director of Roivant Sciences and has served on the Board since 2014. He is a Partner and the Head of Life Sciences at QVT Financial (since 2005), with earlier roles in business development at Applied Molecular Evolution, private equity at Vestar Capital Partners, and healthcare investment banking at Goldman Sachs. He holds an A.B. from Harvard College and an M.D. from Harvard Medical School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QVT Financial | Partner; Head of Life Sciences | 2005–present | Lead investor across public and private life sciences; domain expertise relevant to Roivant strategy |
| Applied Molecular Evolution | VP Business Development (2002–2004); Director BD (2000–2002) | 2000–2004 | Transactional and BD experience |
| Vestar Capital Partners | Associate | 1999–2000 | Private equity investing experience |
| Goldman Sachs (Healthcare IB) | Investment banker | 1997–1999 | Capital markets and advisory foundations |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Kriya Therapeutics | Director | Private | Multiple Roivant directors (Ilan Oren and James C. Momtazee) also serve on Kriya’s board, creating an interlock network . |
Board Governance
| Item | Detail |
|---|---|
| Board classification | Class I director; nominated for re-election at the 2025 AGM to serve until AGM following FY2028 . |
| Independence | Board determined Dr. Manchester is independent under SEC and Nasdaq rules . |
| Current committee assignments | Audit Committee member (Chair: Melissa Epperly; members: Epperly, Manchester, FitzGerald) . |
| Prior committee leadership | Served as Chair of the Nominating & Governance Committee in Fiscal 2024; stepped down July 2024 . |
| Attendance/engagement | Board held 5 meetings in FY2024; all directors attended ≥75%; 6 directors attended the 2024 AGM . |
| Committee activity (FY2024) | Audit met 4x; Compensation 7x; Nominating & Governance 3x . |
| Audit Committee scope | Oversees financial reporting, auditor, internal controls, and information security/cybersecurity risk programs . |
Fixed Compensation (Director)
| Fiscal Year | Cash Fees (USD) | Notes |
|---|---|---|
| FY2024 (year ended Mar 31, 2025) | $62,250 | Reflects Board retainer and Audit Committee membership; actual vs. policy below . |
Director fee schedule (policy)
- Board member: $50,000; Audit member: $12,500; Audit Chair: $25,000; Compensation member: $10,000; Comp Chair: $20,000; N&G member: $6,000; N&G Chair: $12,000; Board Chair: $35,000; Lead Independent Director: $25,000 .
Performance Compensation (Director Equity)
| Fiscal Year | Stock Awards (Grant Date Fair Value) | Option Awards (Grant Date Fair Value) | Total Director Comp |
|---|---|---|---|
| FY2024 | $199,989 | $214,421 | $476,660 |
| Source |
Outstanding director equity (as of Mar 31, 2025)
| Instrument | Amount/Terms |
|---|---|
| RSUs | 16,406 (annual retainer RSUs granted Sept 10, 2024; fully time-vest Sept 10, 2025) . |
| Stock Options | 71,850 options @ $3.50 (granted Sept 15, 2022; vested); 26,595 options @ $11.22 (granted Sept 12, 2023; vested); 27,894 options @ $12.19 (granted Sept 10, 2024; unvested as of Mar 31, 2025) . |
| Annual equity policy | On AGM date, non-employee directors receive options (target $200k) and RSUs (target $200k), one-year cliff vest; initial $600k option grant vests over 3 years; change-in-control accelerates vesting . |
Note: Non-employee director equity is time-based; no performance metrics disclosed for directors. Equity aligns pay with shareholder outcomes and supports retention .
Other Directorships & Interlocks
| Entity | Type | ROIV Board Interlock |
|---|---|---|
| Kriya Therapeutics | Private biotech | Manchester, Ilan Oren (ROIV Chair), and James C. Momtazee all serve on Kriya’s board, indicating an information-network interlock . |
| QVT affiliations | Investor | Daniel Gold (Founder/CEO of QVT) is also a ROIV director; Manchester is Head of Life Sciences at QVT, creating shared affiliation within the ROIV board (Board still deems both independent) . |
Expertise & Qualifications
- Life sciences investor/operator: Partner and Head of Life Sciences at QVT; extensive experience across public and private biotech .
- Financial literacy: All Audit Committee members are financially literate under Nasdaq/SEC standards; Audit Committee oversees cybersecurity risk, implying relevant governance expertise .
- Education: A.B. Harvard College; M.D. Harvard Medical School .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| Keith Manchester | 2,015,918 | <1% | July 1, 2025 | Percentages based on 682,229,832 shares outstanding; includes rights exercisable within 60 days . |
| RSUs outstanding | 16,406 | — | Mar 31, 2025 | Annual retainer RSUs (grant 9/10/24; vest 9/10/25) . |
| Options outstanding | 126,339 | — | Mar 31, 2025 | Strikes/vesting as detailed above . |
| Hedging/Pledging | Prohibited for employees and non-employee directors | — | Policy | Company prohibits hedging, pledging, margin or short sale transactions in company securities . |
Governance Assessment
Key positives
- Independence and tenure: Independent director with 11+ years of service provides deep institutional knowledge while meeting independence standards .
- Relevant expertise: Longstanding life sciences investment and BD background; Audit Committee role with cybersecurity oversight strengthens board risk governance .
- Alignment: Director equity (RSUs/options) and prohibition on hedging/pledging support shareholder alignment; change-in-control vesting clarity .
- Engagement: Board and committee meeting cadence; minimum attendance threshold met across the board .
Potential watch items
- Interlocks/affiliations: Multiple board members have QVT affiliations (Manchester, Gold) and overlapping service at Kriya (Manchester, Oren, Momtazee). While the Board deems these directors independent, investors may monitor for related-party transactions and recusal practices; current proxy discloses a robust related-person transaction policy and no QVT-related transactions in FY2024 .
- Attendance granularity: Company discloses only that all directors met ≥75% threshold; individual attendance rates are not provided .
RED FLAGS (monitoring): Concentration of QVT-related affiliations on the ROIV board and multi-director interlocks with Kriya may raise perception risks around information flow or conflicts; ensure audit and N&G oversight and related-party policy enforcement remain robust (no QVT transactions disclosed for FY2024) .
Contextual shareholder signals
- Say-on-Pay (FY2023 AGM, held Sept 2024): 89% approval, indicating broad support for compensation practices; while focused on executives, it informs overall governance sentiment .