Roivant Sciences Ltd. DEF 14AProxy Statements

Directors / Nominees

PROPOSAL NO. 1 — ELECTION OF DIRECTORS 1 INFORMATION ABOUT ROIVANT’S DIRECTORS 2 CORPORATE RESPONSIBILITY 11 EXECUTIVE OFFICERS 14 EXECUTIVE COMPENSATION 16 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 54 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 57 PROPOSAL NO. 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 58 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 60 PROPOSAL NO. 3 — NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 61 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING 62 ADDITIONAL INFORMATION 67 i End Page 5 Begin Page 6 Anchor TABLE OF CONTENTS Anchor PROPOSAL NO. 1 ELECTION OF DIRECTORS Our Board of Directors currently has eight members, who are divided into three classes with staggered three-year terms. At the Annual Meeting, the two (2) Class II directors will be nominated for election to a three-year term, to hold office until the date of the annual general meeting of shareholders following the fiscal year ending March 31, 2029, and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal. Both of the nominees are Class II directors whose current term is expiring. Both directors will continue in office until the election and qualification of a successor or until such director’s earlier death, resignation or removal. Nominees Our Nominating and Governance Committee has recommended, and our Board of Directors has approved, Daniel Gold and Meghan FitzGerald, as nominees for election as Class II directors at the Annual Meeting. Mr. Gold has served on Roivant’s Board of Directors since 2020. Ms. FitzGerald has served on Roivant’s Board of Directors since 2023. For additional information regarding the director nominees’ backgrounds and experiences, see the section of this Proxy Statement entitled “ Directors Standing for Election at this Annual Meeting ” below. If you are a shareholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of Mr. Gold and Ms. FitzGerald. We expect that the nominees will serve if elected. However, if a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for any nom