Share-Based Compensation and Other Compensation Plans |
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| Share-Based Compensation and Other Compensation Plans | Note 9—Share-Based Compensation and Other Compensation Plans
(A) RSL Equity Incentive Plans
RSL has three equity incentive plans: the Roivant Sciences Ltd. 2021 Equity Incentive Plan (the “RSL 2021 EIP”), the Roivant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan, and the Roivant Sciences Ltd. Amended and Restated 2015 Restricted Stock Unit Plan (collectively, the “RSL Equity Plans”). The RSL 2021 EIP was approved and adopted in connection with the Business Combination and became effective immediately prior to closing. At June 30, 2025, a total of 37,219,786 common shares were available for future grants under the RSL 2021 EIP.
Stock Options and Performance Stock Options
Activity for stock options and performance stock options under the RSL Equity Plans for the three months ended June 30, 2025 was as follows:
Restricted Stock Units
Activity for RSUs under the RSL Equity Plans for the three months ended June 30, 2025 was as follows:
Performance Restricted Stock Units
As of June 30, 2025, 36,872,465 PSUs granted under the RSL Equity Plans remain unvested. During the three months ended June 30, 2025, no PSUs were granted or forfeited.
Capped Value Appreciation Rights
March 2020 CVAR Grants
As of June 30, 2025, 17,548,368 CVARs granted in March 2020 remain outstanding. These CVARs had met the service vesting condition as of June 30, 2025 but have not satisfied their applicable hurdle price on an applicable hurdle measurement date. Such CVARs will be earned if the hurdle price is satisfied on a hurdle measurement date, being annually on March 30, prior to the expiration date of March 31, 2026.
November 2021 CVAR Grants
Activity for CVARs granted in November 2021 under the RSL 2021 EIP for the three months ended June 30, 2025 was as follows:
During the three months ended June 30, 2025, 297,795 common shares were issued upon their settlement.
(B) Subsidiary Equity Incentive Plans
Certain subsidiaries of RSL adopt their own equity incentive plan (“EIP”). Each EIP is generally structured so that the applicable subsidiary, and its affiliates’ employees, directors, officers, and consultants are eligible to receive non-qualified and incentive stock options, stock appreciation rights, restricted share awards, restricted stock unit awards, and other share awards under their respective EIP. The Company recorded share-based compensation expense of $19.3 million and $14.7 million for the three months ended June 30, 2025 and 2024, respectively, related to subsidiary EIPs.
(C) Cash Bonus Program
During the year ended March 31, 2024, the Company approved a special one-time cash retention bonus award to its employees in the aggregate amount of $79.7 million (the “Cash Bonus Program”). During the three months ended June 30, 2025, the Company recognized general and administrative expense and research and development expense of $2.1 million and $0.5 million, respectively, relating to the Cash Bonus Program. During the three months ended June 30, 2024, the Company recognized general and administrative expense and research and development expense of $6.9 million and $1.8 million, respectively, relating to the Cash Bonus Program.
(D) 2024 Senior Executive Compensation Program Cash Awards
In July 2024, the Compensation Committee of the board of directors approved a multi-year incentive compensation program for each of Matthew Gline, Chief Executive Officer; Mayukh Sukhatme, President and Chief Investment Officer; and Eric Venker, President and Immunovant CEO (the “2024 Senior Executive Compensation Program”). Pursuant to the 2024 Senior Executive Compensation Program, the Compensation Committee of the board of directors approved the following one-time cash retention awards in July 2024:
Mr. Gline and Dr. Venker received 75% of their respective cash retention awards as of June 30, 2025. The remaining 25% of the award will vest and become payable on or about September 19, 2025, in each case subject to the executive’s continuous service through the applicable vesting date.
The cash retention award provided to Dr. Sukhatme was paid in full as of March 31, 2025. If a Recoupment Event (as defined below) occurs on or prior to September 30, 2025, Dr. Sukhatme will be required to repay to the Company $15.0 million of the retention award. A “Recoupment Event” will be deemed to occur if (x) Dr. Sukhatme’s employment in good standing is terminated or otherwise ceases for any reason (except as provided in the following sentence) or (y) Dr. Sukhatme breaches any of his restrictive covenant obligations. In the event Dr. Sukhatme’s employment is terminated by the Company without “cause” (as defined in Dr. Sukhatme’s employment agreement) or due to death or disability, no portion of the cash retention award will be subject to repayment, provided that Dr. Sukhatme executes and does not revoke a release of claims. There was no Recoupment Event as of June 30, 2025.
As a result of the cash retention rewards, the Company recognized general and administrative expense of $3.7 million during the three months ended June 30, 2025. The remaining portion of $3.6 million as of June 30, 2025 will be recognized over the remaining service period ending September 30, 2025.
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