Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On February 18, 2020, Myrtle S. Potter resigned from the board of directors (the “Board”) of Immunovant, Inc. (“Immunovant”), all committees of the Board on which she then served, and the board of directors of Immunovant Sciences Ltd., a wholly-owned subsidiary of Immunovant. Ms. Potter’s decision to resign was not as a result of any disagreement with us on any matter relating to our operations, policies or practices.
In recognition of Ms. Potter’s service to Immunovant, 68,809 unvested options to purchase shares of Immunovant’s common stock, or 50% of the initial option grant awarded to Ms. Potter, fully vested upon her resignation, which amount is equal to the number of shares that would have vested pursuant to the terms of such option had Ms. Potter’s service continued through thetwo-year anniversary of the grant date.
Appointment of Director
On February 18, 2020, Roivant Sciences Ltd., the sole holder of shares of our Series A preferred stock, pursuant to Article IV.D Section 2(d) of our Amended and Restated Certificate of Incorporation, elected Eric Venker, M.D., Pharm.D. to the Board to fill the vacancy created by resignation of Ms. Potter. Following his election, the Board appointed Dr. Venker to serve as a member of the Nominating and Corporate Governance Committee of the Board.
There is no arrangement or understanding between Dr. Venker and any other person pursuant to which he was selected as a director, and there is no family relationship between Dr. Venker and any of our other directors or executive officers. Dr. Venker is not a party to any current or proposed transaction with us for which disclosure is required under Item 404(a) of RegulationS-K.
Dr. Venker, age 33, has served as Chief Operating Officer of Roivant Sciences, Inc., or RSI, a wholly owned subsidiary of Roivant Sciences Ltd., since November 2018. From October 2017 to October 2018, he served as Chief of Staff to RSI’s Chief Executive Officer, and from 2014 to 2015 as an Analyst at RSI. From 2015 to 2017, Dr. Venker was a physician at New York Presbyterian Hospital/Columbia University Medical Center, where he trained in internal medicine, and also served as Chair of the Housestaff Quality Council leading operational initiatives to improve efficiencies. From 2011 to 2015, Dr. Venker was a Clinical Pharmacist atYale-New Haven Hospital. Dr. Venker also serves on the boards of directors of Arbutus Biopharma Corporation and Axovant Gene Therapies Ltd. He received his Pharm.D. from St. Louis College of Pharmacy and his M.D. from Yale School of Medicine. We believe that Dr. Venker’s medical background and experience in the biopharmaceutical industry qualify him to serve on the Board.
We do not currently expect to compensate Dr. Venker for his service on the Board or committees thereof, other than for reimbursement of out of pocket expenses incurred in the course of his service.
We expect to enter into our standard indemnification agreement for directors with Dr. Venker, the form of which was previously filed as Exhibit 10.5 to our Current Report on Form8-K (FileNo. 001-38906), filed with the Securities and Exchange Commission on December 20, 2019.
