Immunovant Inc

Insider Trading Arrangements

During the three months ended September 30, 2024, none of our directors or Section 16 reporting officers adopted, modified orterminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of the SEC's Regulation S-K).

Appointment of Chief Operating Officer

On November 4, 2024, our board of directors appointed Melanie Gloria, BSN, to serve as our Chief Operating Officer, effective November 18, 2024 (the “Start Date”).

Ms. Gloria, age 47, served as Chief Operating Officer of Acelyrin, Inc. (Nasdaq: SLRN) from November 2021 to October 2024. From June 2018 to November 2021, she was the Senior Vice President Development Operations – ClinOps, Compliance & Standards, Regulatory, Safety & PV at Horizon Therapeutics Public Limited Company. From August 2014 through July 2018, Ms. Gloria served as Senior Director of Clinical Program Development at AbbVie Inc. From November 2009 to August 2014, she was Associate Director of Clinical Program Development for Abbott Laboratories. Ms. Gloria received a B.S. in nursing from the University of Illinois, Chicago.

In connection with her appointment, we entered into an executive employment agreement with Ms. Gloria that will govern the terms of her employment with us. The employment agreement provides that Ms. Gloria will receive an initial annual base salary of $481,000 and will be eligible to receive an annual performance bonus with an initial target bonus percentage equal to 45% of her base salary. Pursuant to the employment agreement, and effective as of the Start Date, our board of directors granted Ms. Gloria (i) an option (the “Option”) to purchase 137,446 shares of our Common Stock at an exercise price per share equal to the closing price of the Common Stock on The Nasdaq Global Select Market on the Start Date, and (ii) 109,956 restricted stock units (“RSUs”). The Option and the RSUs were granted pursuant to our 2019 Equity Incentive Plan. Each of the Option and the RSUs will vest as follows: 25% of the award will vest on the one-year anniversary of the grant date and the remainder of the award will vest in 12 substantially equal installments on a quarterly basis over 3 years thereafter, subject, in each case, to Ms. Gloria’s continuous service with our company.

Pursuant to the employment agreement, in the event Ms. Gloria is terminated by us without “Cause” or she resigns for “Good Reason” (as such terms are defined in the employment agreement), then subject to Ms. Gloria signing a general release of claims in accordance with the employment agreement, Ms. Gloria will be entitled to: (i) an amount equal to nine (9) months of her then current base salary, and (ii) nine (9) months of COBRA coverage, with such aggregate amount payable in equal installments over the nine-month period following the date of her termination in accordance with customary payroll practices.

In the event Ms. Gloria is terminated by us without “Cause” or she terminates her employment for “Good Reason,” in each case within 12 months following a “Change in Control” (as such terms are defined in the employment agreement), then subject to Ms. Gloria signing a general release of claims in accordance with the employment agreement, she will be entitled to: (i) the sum of her then current base salary and target annual performance bonus (with such bonus calculated at forty percent (40%) of the then current base salary) for the year in which the termination takes place, (ii) twelve (12) months of COBRA coverage, with such aggregate amount payable in equal installments over the twelve-month period following the date of her termination in accordance with customary payroll practices, and (iii) immediate acceleration in full of any and all time-vested equity awards.

Ms. Gloria will also enter into an indemnity agreement with us in the form previously filed as Exhibit 10.5 to our Current Report on Form 8-K, originally filed with the SEC on December 20, 2019.

There are no family relationships between Ms. Gloria and any of our directors or executive officers. Ms. Gloria is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended, and there is no arrangement or understanding between either Ms. Gloria and any other person pursuant to which she was appointed as Chief Operating Officer.

The foregoing summary of the employment agreement with Ms. Gloria does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreement, a copy of which is filed with this Quarterly Report on Form 10-Q as Exhibit 10.1 and incorporated herein by reference.