Independent
Tenure on this board
5.0 yrs
Also a director at
Okeanis Eco Tankers Corp (ECO)
2 nominees · 3 ballot items.
Three management proposals: (1) Elect two Class II directors (Daniel Gold and Meghan FitzGerald) for three-year terms, (2) Ratify appointment of Ernst & Young LLP as independent registered public accounting firm and appoint EY for statutory purposes for fiscal 2027 and authorize Board/Audit Committee to set remuneration, and (3) Non-binding, advisory “Say-on-Pay” vote to approve the compensation of the Company’s named executive officers.
Elect two (2) Class II directors, Daniel Gold and Meghan FitzGerald, each to serve three-year terms expiring following the annual general meeting after the fiscal year ending March 31, 2029.
Ratify Ernst & Young LLP as Roivant’s independent registered public accounting firm for the fiscal year ending March 31, 2027, appoint EY as auditor for statutory purposes under the Bermuda Companies Act for fiscal 2027, and authorize the Board, through the Audit Committee, to set EY’s remuneration.
Non-binding, advisory vote to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of Roivant’s named executive officers as disclosed in the proxy statement. Management seeks this advisory endorsement to demonstrate shareholder support for its compensation framework, which emphasizes a pay-for-performance philosophy combining base salary, annual cash bonuses tied to pre-specified corporate goals, and long-term equity incentives including time‑based RSUs and multi-year PSUs tied to rigorous absolute share-price hurdles. The board has engaged in post-vote shareholder outreach following a lower support level at the prior year’s say-on-pay (60.9% in Fiscal 2024), and management reports having solicited feedback from major institutional holders and incorporated stakeholder views into ongoing compensation governance. Notably, the Senior Executive Compensation Program grants substantial PSUs to senior executives that vest only upon satisfaction of demanding 30‑day VWAP share-price thresholds over a multi-year performance period and include service and post‑vesting holding requirements, increasing alignment of senior pay with sustained shareholder returns. The Compensation Committee also emphasizes other governance safeguards — independent committee oversight, use of an independent compensation consultant, clawback policy, and double-trigger change-in-control protections — to mitigate undue risk-taking and retain long‑term incentives. Because the vote is advisory, it will not bind the board, but the board has stated it will consider the outcome when shaping future pay decisions; the Board recommends FOR to signal that the program aligns executive and shareholder interests in the context of recent strong share‑price performance and transacted milestones. Investors evaluating this proposal should weigh the structural alignment (rigorous PSU hurdles and multi-year RSUs) and shareholder engagement efforts against concerns about front-loaded multi-year awards and the magnitude of potential payouts under extraordinary share-price appreciation scenarios. Overall, the proposal reflects management’s argument that compensation is tied to creating durable shareholder value and that the board’s recommendation seeks to confirm shareholder assent to that approach.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 6.80% | 49,137,759 | $1.7B |
| 2 | MORGAN STANLEY | 5.46% | 39,432,014 | $1.4B |
| 3 | FMR LLC | 4.35% | 31,398,075 | $1.1B |
| 4 | BlackRock, Inc. | 3.95% | 28,513,130 | $1.0B |
| 5 | QVT Financial LPActivist | 3.28% | 23,723,074 | $840M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.06% | 22,123,198 | $783M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.00% | 21,641,339 | $766M |
| 8 | STATE STREET CORP | 2.46% | 17,795,975 | $630M |
| 9 | UBS Group AG | 2.39% | 17,299,254 | $612M |
| 10 | Assenagon Asset Management S.A. | 2.32% | 16,725,904 | $592M |
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