Richard Pulik
Chief Financial Officer at ROIV
Executive
About Richard Pulik
Richard Pulik, 46, has served as Chief Financial Officer of Roivant since October 2021. He previously held senior roles at Novartis (Global Head of BD&L and Portfolio Management, Oncology; Head of North America IR; Senior Director, M&A) and earlier worked in healthcare M&A/strategy at Bank of America Merrill Lynch, Monitor Group, and UBS. He holds a B.S. in Finance from The Wharton School and a B.A. in Economics and International Relations from the University of Pennsylvania . In Fiscal 2024, Roivant’s Compensation Committee assessed corporate performance at 94.5% against weighted strategic and clinical goals, driving Mr. Pulik’s annual bonus outcome; pay-versus-performance disclosures show Roivant TSR values of 204 (FY24), 213 (FY23), and 149 (FY22) and net income (loss) of $(356.7)M (FY24), $4,231.2M (FY23), and $(1,115.5)M (FY22) as reported under SEC rules .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Novartis | Global Head of BD&L and Portfolio Management, Oncology; member of Innovation Management Board and Oncology Leadership Team | Aug 2019 – Sep 2021 | Portfolio BD&L leadership in oncology; strategic capital allocation and deal-making |
| Novartis | Vice President, Head of North America Investor Relations | 2015 – 2019 | Sell-side and buy-side engagement; capital markets communications |
| Novartis | Senior Director, Mergers & Acquisitions (Basel) | 2012 – 2015 | Strategy and execution of transformative M&A shaping Novartis portfolio |
| Bank of America Merrill Lynch; Monitor Group; UBS Investment Bank | Healthcare M&A/Strategy roles | Not disclosed | Transaction execution and strategic advisory in healthcare sector |
External Roles
- No external public company board roles for Mr. Pulik are disclosed in the proxy .
Fixed Compensation
| Item | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 425,000 | 437,750 | FY24 base up 3.0% vs FY23 |
| Target Bonus (% of Base) | 100% | 100% | Per employment agreement target |
| Actual Annual Bonus ($) | 446,250 | 413,674 | FY24 payout reflects 94.5% corporate performance |
| Employment Agreement Base Salary Reference ($) | — | 450,883 | Employment agreement (at-will) amount; subject to Committee adjustments |
One-Time Retention Award (Cash)
| Tranche | Amount ($) | Vest/Pay Date | Status/Notes |
|---|---|---|---|
| 50% of $2,800,000 | 1,400,000 | Fiscal 2023 (paid) | Vested/paid in FY23 |
| 25% of $2,800,000 | 700,000 | On or about Sep 20, 2024 | Vested/paid in FY24 per schedule |
| 25% of $2,800,000 | 700,000 | On or about Sep 19, 2025 | To vest/pay subject to continued service |
Performance Compensation
Annual Bonus Plan – Metrics and Outcomes (Fiscal 2024)
| Metric | Weight | Target | Actual/Score | Payout Mechanic |
|---|---|---|---|---|
| Clinical development, regulatory and commercial milestones across Vants | 60% | Pre-set annual goals | 140% score | Applied to target bonus (corporate factor) |
| In-license new mid-/late-stage assets | 25% | Pre-set annual goals | 0% score | Applied to target bonus (corporate factor) |
| Other strategic/corp dev (incl. Dermavant sale) | 10% | Pre-set annual goals | 70% score | Applied to target bonus (corporate factor) |
| Healthcare technology Vants value creation | 5% | Pre-set annual goals | 75% score | Applied to target bonus (corporate factor) |
| Corporate Performance Factor | 100% | 100% | 94.5% | Used for all NEO bonus payouts |
- Mr. Pulik’s FY2024 bonus: Base $437,750 × 100% target × 94.5% = $413,674 .
Long-Term Equity – FY2024 Annual Grants (CFO)
| Instrument | Grant Value ($) | Vesting Terms | Rationale |
|---|---|---|---|
| Stock Options | 2,100,000 | 4-year service vest; 25% at 1-year, then monthly; exercise price = grant-date close | Align with shareholder value; long-term focus |
| RSUs | 400,000 | 4-year service vest; 25% at 13 months, then quarterly | Retention/ownership culture; value even in down markets |
- SCT Equity in FY2024: Stock Awards $410,061; Option Awards $2,163,910 .
- FY2023 SCT Equity: Stock Awards $587,048; Option Awards $2,273,748 .
Equity Ownership & Alignment
Beneficial Ownership (as of July 1, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding | Context |
|---|---|---|---|
| Richard Pulik (CFO) | 1,662,439 | <1% | Based on 682,229,832 shares outstanding |
Outstanding Equity Awards at FY2024 Year-End (selected CFO grants)
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| 10/20/2021 | 274,242 | 39,177 | 6.00 | 10/19/2031 | — | — |
| 4/20/2022 | 729,167 | 270,833 | 3.85 | 4/19/2032 | — | — |
| 4/20/2023 | 183,759 | 199,737 | 8.80 | 4/19/2033 | — | — |
| 4/22/2024 | — | 302,594 | 10.60 | 4/21/2034 | — | — |
| 9/28/2021 | — | — | — | — | 27,502 | 277,495 |
| 4/20/2023 | — | — | — | — | 33,352 | 336,522 |
| 4/22/2024 | — | — | — | — | 38,685 | 390,332 |
- Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging of company stock by officers, directors, and employees (mitigates misalignment/forced-sale risk) .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | At-will; dated Aug 31, 2021 |
| Base Salary (agreement reference) | $450,883; subject to Compensation Committee adjustment (FY24 actual base $437,750) |
| Target Annual Bonus | 100% of base salary; discretionary and tied to performance |
| Severance (no CoC) | If terminated without cause or resigns for good reason: 6 months base salary; 50% of target annual bonus paid over 6 months; up to 6 months COBRA reimbursement (less active employee rates) |
| Change-in-Control (CoC) | If terminated without cause within 12 months post-CoC: sign-on RSUs and stock options fully vest |
| Estimated Termination Benefits (hypothetical as of 3/31/2025, $10.09/share) | Not in CoC: Total $1,144,519 (cash severance $437,750; retention $700,000; COBRA $6,769). In CoC: Total $4,256,760 (includes equity vesting value assumption) |
| Restrictive Covenants | Non-compete and non-solicit during employment and at least 12 months thereafter; confidentiality and non-disparagement |
| Clawback | Dodd-Frank-compliant recoupment policy for incentive comp on restatement |
| Other Governance Practices | Double-trigger CoC for executive equity; no excise tax gross-ups; no hedging/pledging; emphasis on performance-based pay; independent committee and consultant (Aon) |
Compensation Structure Analysis (FY2023 → FY2024)
- Cash vs equity mix: FY2024 total comp $4.13M comprised of salary $0.44M, “Bonus” $1.11M (includes $0.70M retention), stock awards $0.41M, option awards $2.16M, other $0.002M; FY2023 total $5.15M with higher “Bonus” driven by retention ($1.4M) and larger equity grants; indicates one-time retention program materially boosted cash payouts across FY2023–FY2025 vesting windows .
- Base salary growth: +3.0% in FY2024 vs FY2023, modest and in line with market adjustments .
- Pay-for-performance: Annual bonus strictly tied to corporate goal attainment (94.5% for FY2024) with no individual modifier applied to NEOs .
Risk Indicators & Other Notes
- Section 16 filing timeliness: One Form 4 for Mr. Pulik was filed one day late due to an administrative error (isolated; company reported overall compliance) .
- Related-party/loans: Proxy discloses related-party items generally; none specific to Mr. Pulik beyond standard employment/compensation arrangements .
Investment Implications
- Alignment and retention: Pulik’s target bonus at 100% of base and equity grants (options + RSUs) align a meaningful portion of pay to performance and tenure; anti-hedging/pledging policy further supports shareholder alignment .
- Near-term liquidity/overhang watchpoints: Significant tranches of options are already exercisable (e.g., 10/20/2021 and 4/20/2022 grants) with additional monthly vesting, and RSUs vest quarterly after 13 months; plus a $700,000 retention tranche is scheduled around Sep 19, 2025—collectively representing potential selling events to monitor via Forms 4 around vest dates .
- Downside protection vs stretch: CFO equity is service-vesting (time-based), unlike the CEO/President PSUs tied to share-price hurdles; this provides retention but less explicit long-term performance gating for the CFO relative to senior peers .
- Severance economics: Cash severance is moderate (6 months base + 50% of target bonus) with limited CoC acceleration (sign-on awards), balancing retention with shareholder protection on change-in-control .
- Performance execution: FY2024 corporate performance at 94.5% reflected strong clinical milestones and the Dermavant divestiture, offset by no new in-licensing; continued delivery against pipeline catalysts remains central to bonus outcomes (and thus CFO cash comp) .
Appendices
Multi-Year Summary Compensation Table (Mr. Pulik)
| Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2023 | 425,000 | 1,846,250 | 587,048 | 2,273,748 | — | 17,388 | 5,149,434 |
| 2024 | 437,750 | 1,113,674 | 410,061 | 2,163,910 | — | 1,755 | 4,127,151 |