Share-Based Compensation

6 Months Ended

Sep. 30, 2023

Note 9—Share-Based Compensation

(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 September 30, 2023, a total of 41,722,310 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 six months ended September 30, 2023 was as follows:

	Number of Options
Options outstanding at March 31, 2023		154,271,791
Granted		4,497,911
Exercised		(9,411,537	)
Forfeited/Canceled		(604,245	)
Options outstanding at September 30, 2023		148,753,920
Options exercisable at September 30, 2023		86,575,431

Restricted Stock Units and Performance Stock Units

Activity for restricted stock units and performance stock units under the RSL Equity Plans for the six months ended September 30, 2023 was as follows:

	Number of Shares
Non-vested balance at March 31, 2023		20,700,788
Granted		4,123,913
Vested		(4,023,340	)
Forfeited		(727,950	)
Non-vested balance at September 30, 2023		20,073,411

Capped Value Appreciation Rights

March 2020 CVAR Grants

As of September 30, 2023, there were 591,887 non-service-vested capped value appreciation rights (“CVARs”) and 28,161,790 service-vested CVARs relating to the March 2020 grants. During the six months ended September 30, 2023, 3,247,903 service-vested CVARs subject to the knock-in condition satisfied both the applicable hurdle price and the knock-in condition on the applicable measurement date, and as a result, 1,059,907 common shares were issued upon their settlement.

November 2021 CVAR Grants

Activity for CVARs under the RSL 2021 EIP for the six months ended September 30, 2023 was as follows:

	Number of CVARs
Non-vested balance at March 31, 2023		3,222,645
Vested		(628,971	)
Forfeited		(87,175	)
Non-vested balance at September 30, 2023		2,506,499

During the six months ended September 30, 2023, 628,971 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 $14.9 million and $29.8 million for the three and six months ended September 30, 2023, respectively, and $12.6 million and $24.1 million for the three and six months ended September 30, 2022, respectively, related to subsidiary EIPs.