Matthew Gline
Roivant SciencesAbout Matthew Gline
Matthew Gline, 41, is Chief Executive Officer of Roivant (since January 2021) and a director (since September 2021). He holds an A.B. in Physics from Harvard College and previously served as Roivant’s CFO and SVP, Finance & Business Operations; earlier roles include Vice President at Goldman Sachs (Fixed Income Digital Structuring) and co‑founder of risk analytics firm Fourthree . During the three fiscal years ended March 31, 2025, Roivant’s TSR grew to $204 on a $100 base (vs $104 for the NASDAQ Biotech Index), with the share price rising from $4.94 (3/31/22) to $10.09 (3/31/25) amid significant corporate actions; net income was volatile given portfolio transactions (FY2024 net loss $(356.7)M; FY2023 net income $4,231.2M) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Roivant Sciences | Chief Executive Officer | 2021–present | Sets strategy, capital allocation across portfolio “Vants” |
| Roivant Sciences | Chief Financial Officer; SVP Finance & Business Ops | 2016–2021 | Finance leadership prior to CEO role |
| Goldman Sachs | Vice President, Fixed Income Digital Structuring | 2014–2016 | Financial technology/structuring experience |
| Fourthree | Co‑founder | 2012–2014 | Risk analytics technology and consulting |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Datavant | Director | n/d | Board member; Datavant is a large health data ecosystem |
| Arbutus Biopharma | Director | n/d | Public biotech board member |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base salary ($) | 725,000 | 725,000 | 725,000 |
| Target bonus (% of salary) | 100% | 100% | 100% |
| Actual annual bonus ($) | 1,036,750 | — | 685,125 |
| One‑time cash retention award ($) | — | — | 5,725,000 (75% paid by FY2024; final 25% scheduled around Sep 19, 2025, subject to service) |
Notes:
- FY2024 say‑on‑pay support (prior AGM covering FY2023 comp) was ~89% “For” .
Performance Compensation
Annual cash incentive (FY2024)
| Metric | Weight | Target | Actual | Payout applied |
|---|---|---|---|---|
| Vant clinical/regulatory/commercial milestones | 60% | Base case | Above target via multiple positive readouts and program initiations | 140% component score |
| In‑licensing of new mid/late‑stage assets | 25% | Base case | No new in‑licenses | 0% component score |
| Other strategic/corp dev | 10% | Base case | Dermavant sale to Organon up to ~$1.2B | 70% component score |
| Tech Vants value creation | 5% | Base case | Partial achievement | 75% component score |
| Resulting corporate performance score | — | — | — | 94.5% overall; CEO bonus $685,125 |
Long‑term equity (granted July 26, 2024)
- RSUs: 2,754,821 units; vesting: 20% on March 31, 2026, then 16 equal quarterly installments through 2030; double‑trigger CIC acceleration for service‑based vesting .
- PSUs: up to 14,450,000 at max, split into six tranches with 30‑day VWAP hurdles of $15.00, $17.50, $20.00, $22.50, $25.00, $30.00; each tranche requires (1) price hurdle within 5‑year performance period, (2) 1‑year service after hitting the hurdle, and (3) a 2‑year post‑vesting holding period before sale; change‑in‑control can satisfy performance if deal price exceeds hurdle; otherwise forfeiture . As of March 31, 2025, no PSU hurdles had been achieved (stock $10.09) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 19,810,263 common shares (2.8% of outstanding) as of July 1, 2025 |
| Ownership breakdown | 78,945 shares; 19,731,318 shares underlying vested options; excludes CVARs not meeting hurdle |
| RSUs outstanding | 2,754,821 (five‑year schedule: 20% vests 3/31/26; quarterly thereafter) |
| PSUs outstanding (potential) | Threshold count shown 2,125,595; up to 14,450,000 at max, subject to price hurdles and service/hold conditions |
| Options outstanding (examples) | 10,498,155 exercisable and 4,475,029 unexercisable at $3.85 expiring 4/19/2032; additional 2021 grants at $10.00 with remaining unexercisable balances |
| Option exercises FY2024 | 1,550,000 shares exercised; value realized $12,396,983.66 (spread) |
| Hedging/pledging | Company prohibits hedging and pledging of company securities (policy covers officers and directors) |
| Ownership guidelines | Not disclosed for executives in proxy; director cash retainers can be taken in shares |
Insider selling pressure signals:
- Near‑term: RSUs start vesting March 31, 2026 with ongoing quarterly vests thereafter .
- PSUs: multi‑year gating (price hurdles + 1‑year service + 2‑year hold) reduces near‑term sale flow even if hurdles are met .
Employment Terms
| Term | Key provisions |
|---|---|
| Employment | At‑will; employment agreement dated May 14, 2021 |
| Base salary/bonus | $725,000 base; 100% target bonus; discretionary equity |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 12 months base, target bonus paid over 12 months, 12 months COBRA subsidy (less active employee rates), subject to release |
| Change in control | “Double‑trigger”: service‑based vesting accelerates upon qualifying termination within 12 months post‑CIC; performance conditions (e.g., PSUs) remain unless satisfied or deemed satisfied per CIC price; no excise tax gross‑ups; benefits may be cut to avoid 280G excise taxes |
| Retention award treatment | Remaining unpaid portion accelerates if terminated without cause or due to death/disability (subject to release) |
| Clawback | Dodd‑Frank compliant recoupment policy for incentive compensation upon material restatement |
| Restrictive covenants | Confidentiality and customary non‑compete/non‑solicit; executives generally bound for at least 12 months post‑employment |
Illustrative potential payouts (modeled at 3/31/25):
- Non‑CIC termination: ~$2.92M (salary/bonus/COBRA + retention) .
- CIC termination: ~$59.05M (includes ~$56.13M equity acceleration value at $10.09, plus cash/benefits) .
Board Governance and Service
- Board role: Director since 2021; CEO + Director (not Board Chair; Chair is Ilan Oren). The board separates Chair and CEO roles, with six of eight directors deemed independent under SEC/Nasdaq rules .
- Committees: Gline is not listed on standing committees; Audit (Epperly Chair), Compensation (Gold Chair; Oren), Nominating/Gov (Oren Chair) .
- Tenure and attendance: Board held five meetings in Fiscal 2024; all directors attended ≥75% of board/committee meetings .
- Say‑on‑pay result: FY2023 AGM support ~89% “For” .
- Compensation processes: Independent compensation committee; independent consultant Aon engaged; peer benchmarking applied; double‑trigger CIC provisions; anti‑hedging/pledging; no tax gross‑ups .
Director Compensation (as Director)
Executive directors’ compensation is reported under NEO tables; director fees/retainers are for non‑employee directors only . Gline’s compensation is captured in the executive sections above.
Performance & Track Record
- FY2024 operational highlights included multiple positive clinical readouts (e.g., Phase 2 NEPTUNE in NIU; batoclimab MG Phase 3 positive) and pipeline expansion (mosliciguat) .
- Corporate actions: Repurchased 128M shares for $1.3B; completed sale of Dermavant to Organon for up to ~$1.2B .
- TSR/share performance: Roivant TSR $204 vs peer NASDAQ Biotech $104 over FY2022–FY2024 window; share price $10.09 at 3/31/25 vs $4.94 at 3/31/22 .
- Net income: $(356.7)M FY2024; $4,231.2M FY2023; $(1,115.5)M FY2022 (driven by portfolio transactions) .
Compensation Structure Analysis
- Strong equity linkage: Five‑year PSU program uses ambitious price hurdles ($15–$30) with additional 1‑year service and 2‑year holding period post‑vest, materially extending realizability and aligning with long‑term TSR .
- Cash/equity mix shift: FY2024 introduced substantial front‑loaded PSUs/RSUs intended to cover five years of equity awards; expectation of no additional equity during the performance period underscores long‑term incentive design .
- Retention awards: One‑time cash retention award of $5.725M to CEO (75% paid by FY2024; final 25% due around 9/19/25), plus very large retention for another executive, could face governance scrutiny despite shareholder support in prior say‑on‑pay .
- Risk controls: No hedging/pledging; no excise tax gross‑ups; clawback in place .
Compensation Peer Group (for benchmarking context)
Peer set spans mid/large‑cap biopharma (e.g., ACADIA, Denali, Exelixis, Incyte, Neurocrine, Sarepta, United Therapeutics, Vaxcyte, etc.), reviewed annually with Aon’s input .
Equity Ownership & Alignment Detail (Selected Grants)
| Instrument | Grant date | Quantity/terms |
|---|---|---|
| RSUs | 7/26/2024 | 2,754,821; 20% vests 3/31/2026; remaining vests in 16 equal quarterly tranches; double‑trigger CIC vesting for service‑based condition |
| PSUs | 7/26/2024 | Up to 14,450,000 at max; six price tranches $15–$30; 5‑year performance window; 1‑year service post‑hurdle; 2‑year post‑vest holding; CIC treatment per hurdle price |
| Options (example) | 4/20/2022 | 10,498,155 exercisable; 4,475,029 unexercisable; $3.85 strike; exp 4/19/2032 |
| Options (examples) | 5/2/2021 | Multiple tranches at $10.00 strike; remaining unexercisable balances; exp 5/1/2031 |
Governance, Policies, and Red Flags
- Anti‑hedging/pledging policy prohibits hedging and pledging of stock; insider trading policy enforced .
- Clawback aligned to Dodd‑Frank/Nasdaq .
- CEO pay ratio: 518:1 for FY2024 due to front‑loaded multi‑year awards; management provides a five‑year “annualized” view at ~118:1 .
- Related‑party transactions: None involving Gline disclosed; company maintains formal related‑party policy .
Investment Implications
- Alignment and upside: CEO’s equity is heavily performance‑conditioned with stringent share price hurdles and extended holding periods, signaling high alignment with long‑term TSR and reduced near‑term sell‑flow from PSUs .
- Near‑term supply: Watch RSU vesting beginning March 31, 2026 and the remaining 25% of the CEO’s retention cash due around September 19, 2025; large legacy in‑the‑money options (e.g., $3.85 strike) could motivate opportunistic exercises/sales depending on price levels .
- Retention and governance: Double‑trigger CIC and robust clawback/anti‑pledging policies are shareholder‑friendly; however, sizeable retention awards and a high reported CEO pay ratio could attract governance scrutiny in future say‑on‑pay cycles despite prior 89% support .
- Track record: Under Gline’s tenure, TSR and share price improved materially versus the 2022 base, supported by positive pipeline catalysts and portfolio optimization (e.g., Dermavant sale, buyback), though earnings remain volatile given development‑stage mix and transaction effects .