Melissa Epperly
Director at ROIV
Board
About Melissa Epperly
Melissa Epperly (age 48) is an independent Class I director of Roivant Sciences Ltd. (ROIV) since 2022; she is nominated to continue serving until the annual meeting following FY2028 and currently chairs the Audit Committee as a designated “audit committee financial expert.” She holds a B.A. in Biochemistry and Economics from the University of Virginia and an MBA from Harvard Business School, and became CFO of Tenpoint Therapeutics in June 2025; she previously served as CFO at Zentalis Pharmaceuticals (2019–2024), PsiOxus Therapeutics (2018–2019), and R‑Pharm US (2015–2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tenpoint Therapeutics, Ltd. | Chief Financial Officer | Since Jun 2025 | Senior finance leadership |
| Zentalis Pharmaceuticals, Inc. | Chief Financial Officer | Sep 2019 – Apr 2024 | Senior finance leadership |
| PsiOxus Therapeutics Ltd. | Chief Financial Officer | Jun 2018 – Aug 2019 | Senior finance leadership |
| R‑Pharm US | Chief Financial Officer & Head of Business Development | Oct 2015 – Jun 2018 | Finance and BD leadership |
| Anchorage Capital Group | Director | Aug 2012 – Sep 2015 | Investment/credit experience |
| Goldman Sachs | Vice President, Equity Research | Dates not disclosed | Capital markets/analytical experience |
| Bain & Company | Management Consultant | Dates not disclosed | Strategy/operations |
| Morgan Stanley | Healthcare Investment Banker | Dates not disclosed | Healthcare corporate finance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nautilus Biotechnology | Director | Dates not disclosed | Not disclosed in ROIV proxy |
Board Governance
- Committee assignments: Audit Committee Chair; Audit members: Epperly (Chair), Manchester, FitzGerald .
- Independence: Board determined Ms. Epperly independent under SEC/Nasdaq rules; she is an “audit committee financial expert” .
- Attendance/engagement: Board held 5 meetings in Fiscal 2024; all directors attended at least 75% of Board and committee meetings; Audit Committee held 4 meetings .
- Election/tenure: Class I director standing for election in 2025 to a term through the meeting following FY2028 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board Member cash retainer | $50,000 | Per Non‑Employee Director Compensation Policy |
| Audit Committee Chair retainer | $25,000 | Per policy |
| Total cash retainer potential | $75,000 | Board + Audit Chair |
| Fiscal 2024 “Fees Earned or Paid in Cash” (Epperly) | $75,000 | Elected 100% in unrestricted common shares (received 6,834 shares) |
| Director equity grant fair value (RSUs) | $199,989 | Annual RSU award grant-date fair value |
| Director equity grant fair value (Options) | $214,421 | Annual option award grant-date fair value |
| Total Fiscal 2024 director compensation (Epperly) | $489,410 | Sum of components |
Retainer schedule (for context):
| Role | Retainer |
|---|---|
| Board Member | $50,000 |
| Lead Independent Director | $25,000 |
| Board Chair | $35,000 |
| Audit Committee Chair | $25,000 |
| Audit Committee Member | $12,500 |
| Compensation Committee Chair | $20,000 |
| Compensation Committee Member | $10,000 |
| Nominating & Governance Chair | $12,000 |
| Nominating & Governance Member | $6,000 |
Performance Compensation
- Annual director equity: Options ($200,000 grant-date value) and RSUs ($200,000 grant-date value), vest in full on the one-year anniversary; accelerate upon change in control .
- Initial director option award: $600,000 grant-date value; vest 1/3 at first anniversary, remainder in 24 monthly installments; accelerates upon change in control .
- Clawback/recoupment: Company maintains a Dodd‑Frank compliant recoupment policy for executive incentive compensation; director equity terms are service-based (no performance metrics disclosed for directors) .
Equity award details (Epperly):
| Award Type | Grant Date | Quantity | Strike Price | Vesting Status as of Mar 31, 2025 |
|---|---|---|---|---|
| Stock Options | Jul 20, 2022 | 186,916 | $4.46 | 171,262 vested; remainder subject to schedule |
| Stock Options | Sep 12, 2023 | 26,595 | $11.22 | All vested |
| Stock Options | Sep 10, 2024 | 27,894 | $12.19 | None vested (annual grant vests one year) |
| RSUs (Annual) | Sep 10, 2024 | 16,406 | n/a | Will fully vest on Sep 10, 2025 |
Performance metrics table (directors):
| Award | Vesting Condition | Performance Metric Disclosed |
|---|---|---|
| Annual RSUs | Time-based, 1-year cliff | None (not performance-based) |
| Annual Options | Time-based, 1-year cliff | None (not performance-based) |
| Initial Options | Time-based (1/3 + monthly) | None (not performance-based) |
Other Directorships & Interlocks
| Company | Industry Relationship to ROIV | Interlock/Transaction |
|---|---|---|
| Nautilus Biotechnology | Not disclosed as customer/supplier/competitor in ROIV proxy | None disclosed |
- Related party/transactions: ROIV discloses significant related person items (e.g., Sumitomo share repurchase; family employment relating to Venker) but none involving Ms. Epperly were disclosed .
Expertise & Qualifications
- Audit committee financial expert designation under SEC rules; financially literate .
- Deep finance leadership across biotech issuers and healthcare investing/analysis; independence affirmed by Board .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Melissa Epperly | 238,481 | <1% (per proxy footnote) |
| RSUs outstanding (not yet vested) | 16,406 | n/a (vesting Sept 10, 2025) |
| Stock options outstanding | 241,405 | n/a (breakdown above) |
- Hedging/pledging: Company policy prohibits hedging, pledging, margin purchases, short sales, and derivatives transactions in ROIV stock by directors .
- Ownership guidelines: No director stock ownership guidelines disclosed in proxy .
Governance Assessment
- Strengths: Independent director with audit chair role and “financial expert” designation; clear alignment via election to receive all cash retainers in stock; robust anti‑hedging/anti‑pledging policy; no related‑party transactions disclosed involving Epperly .
- Engagement: Audit Committee met four times; Board met five times; all directors met at least 75% attendance, indicating baseline engagement; Epperly’s committee leadership suggests active oversight of audit, controls, and cyber/tech risk .
- Compensation balance: Director pay mix combines modest cash (elected as shares) with time‑based RSUs and options; annual equity fully time‑vests in one year; initial options vest over three years; change‑in‑control acceleration present, typical for non‑employee directors .
- RED FLAGS: None disclosed regarding Epperly—no Section 16 issues, no related party conflicts, no pledging/hedging, no meeting attendance shortfall noted .